Southwest Securities Co.Ltd(600369)
About Innuovo Technology Co.Ltd(000795)
Issuing shares to purchase assets and raising matching funds and related party transactions
Verification opinions on the deposit and use of raised supporting funds in 2021 independent financial consultant: Southwest Securities Co.Ltd(600369)
March, 2002
Southwest Securities Co.Ltd(600369) (hereinafter referred to as " Southwest Securities Co.Ltd(600369) " or "independent financial consultant") as Innuovo Technology Co.Ltd(000795) 1 (hereinafter referred to as " Innuovo Technology Co.Ltd(000795) " or "listed company") issued shares to purchase assets and raised matching funds in 2015 (hereinafter referred to as "major asset restructuring in 2015") The independent financial consultant who issued shares to purchase assets and raised supporting funds in 2016 (hereinafter referred to as "2016 major asset reorganization") shall, in accordance with the relevant provisions of the measures for the administration of major asset reorganization of listed companies and the measures for the administration of financial consulting business of mergers and acquisitions of listed companies, Checked the deposit and use of supporting funds raised by Listed Companies in 2021 Southwest Securities Co.Ltd(600369) expressed the following opinions: I. Basic information of raised funds
(I) major asset restructuring in 2015
On June 17, 2015, Innuovo Technology Co.Ltd(000795) received the reply on approving Taiyuan Shuangta corundum Co., Ltd. to issue shares to purchase assets and raise supporting funds from Hengdian Group Holding Co., Ltd. (zjxk [2015] No. 1225) issued by China Securities Regulatory Commission, Approve Taiyuan Shuangta corundum Co., Ltd. (the name used by the listed company, the same as " Innuovo Technology Co.Ltd(000795) ", the same below) to issue 68612335 shares to Hengdian Group Holding Co., Ltd., 6747136 shares to Jinhua Xiangjia investment partnership (limited partnership), and 1733040 shares to Xu Xiaohua to purchase relevant assets, It also approved Taiyuan Shuangta corundum Co., Ltd. to issue no more than 24468085 new shares to Hengdian Group Holding Co., Ltd. to raise the matching funds for the purchase of assets by issuing shares. The par value of each share is RMB 1.00, the issue price is RMB 9.40/share, and the total amount of funds raised is RMB 22999900, The net amount after deducting Southwest Securities Co.Ltd(600369) financial consultant and underwriting expenses of RMB 1350000000 is RMB 21649999900. On August 14, 2015, Southwest Securities Co.Ltd(600369) transferred the net amount of 216499999 yuan after deducting the underwriting expenses from the above subscription amount to the special account for the raised funds designated by the company. The accumulated audit and capital verification expenses, financial consulting expenses, lawyer expenses, evaluation expenses, information disclosure expenses The total amount of other issuance expenses such as securities registration expenses is 745000000 yuan. After deducting the above issuance expenses, the net amount of funds actually raised is 20904999900 yuan. On August 17, 2015, Shandong Hexin Certified Public Accountants (special general partnership) issued the capital verification report (HXYZ (2015) No. 000064).
As of December 31, 2021, the use and balance of the raised funds are as follows:
Unit: yuan 1 Taiyuan Shuangta corundum Co., Ltd. has completed the change of company name in Shanxi Administration for Industry and Commerce and fulfilled the corresponding announcement procedures. Change to " Innuovo Technology Co.Ltd(000795) ", and the stock code is changed to " Innuovo Technology Co.Ltd(000795) , and the stock code is changed to" O 79.
Project amount
The net amount of actually raised funds is 20904999900
Less: self owned capital investment in the early stage of raised capital replacement 1178510000
Investment of raised project funds 19855428704
Idle funds temporarily supplement working capital
Plus: net interest income deducting handling charges 563328692
The year-end balance of raised funds is 434389888
(II) major asset restructuring in 2016
On May 4, 2016, Innuovo Technology Co.Ltd(000795) received the approval document issued by China Securities Regulatory Commission
Innuovo Technology Co.Ltd(000795) the reply on issuing shares to purchase assets and raise supporting funds from Hengdian group dongci Co., Ltd. (zjxk [2016] No. 948) approved the listed company to issue 49038919 shares to Hengdian group dongci Co., Ltd., Jiangxi Jovo Energy Co.Ltd(605090) 0 shares to Dongyang Hengyi investment partnership (limited partnership) Issue 6087824 shares to Zhejiang Hengdian import and Export Co., Ltd. to purchase relevant assets, and approve the listed company to raise matching funds for the purchase of assets by issuing no more than 61177642 new shares to Hengdian holdings, Juzhou assets and Silicon Valley Huiyin No. 1.
On April 26, 2016, the 2015 annual general meeting of shareholders held in Innuovo Technology Co.Ltd(000795) passed the 2015
The plan for annual profit distribution and conversion of capital reserve into share capital is agreed to be based on the public capital as of December 31, 2015
The total share capital of the company is 444486764 shares, and the capital reserve is used to increase 10 shares for every 10 shares to all shareholders,
A total of 444486764 shares were converted into share capital. In 2015, the company did not distribute cash profits or give bonus shares.
Therefore, the issuing price of the shares raised by the supporting funds is adjusted to 5.01 yuan / share, and the number of shares issued by the supporting financing is adjusted to no more than 122355287 shares.
The total amount of funds raised this time is 61300000000 yuan, deducting Southwest Securities Co.Ltd(600369) 's financial expenses
The net amount after consulting and underwriting expenses of RMB 1350000000 is RMB 59950000000. The non-public offering of shares has incurred audit and capital verification fees, lawyer fees, evaluation fees, information disclosure fees, securities registration fees and other issuance expenses totaling 468920000 yuan. After deducting the above issuance expenses, the actual offering will be made
The net capital is 59481080000 yuan. On May 23, 2016, Shandong Hexin Certified Public Accountants
The Institute (special general partnership) issued the capital verification report (HXYZ (2016) No. Tianma Microelectronics Co.Ltd(000050) ).
As of December 31, 2021, the use and balance of the raised funds are as follows:
Unit: Yuan
Project amount
The net amount of actually raised funds is 59481080000
Less: 9798744449 yuan invested in raised project funds
Repayment of interest bearing liabilities and supplementary working capital 10966080000
Idle funds temporarily supplement working capital or purchase financial products 10000000000
Permanent supplementary working capital 29814991334
Plus: net interest income deducting handling charges 1109649050
Ending balance of raised funds 10913267
2、 Deposit and management of raised funds
(I) management of raised funds
In accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and the provisions and requirements of relevant laws and regulations of the CSRC, and in combination with the actual situation of the company, the listed company has formulated the management system of raised funds. According to the provisions of the raised funds management system, the company adopts a special account storage system for the raised funds to ensure that the special funds are used for special purposes.
1. Management of supporting funds raised by major asset restructuring in 2015
In 2015, the supporting funds raised by issuing shares were all increased to Zhejiang Lianyi Motor Co., Ltd., a wholly-owned subsidiary
Invest in mioT information system construction projects, R & D center construction projects and micro special motor industrialization construction projects related to the main business of Lianyi motor, and set up a separate special account for raised funds in Lianyi motor. The company signed the four party supervision agreement on raised funds with Bank Of China Limited(601988) Dongyang sub branch, Southwest Securities Co.Ltd(600369) , Lianyi motor, and all the raised funds were deposited in the special account for raised funds. There is no significant difference between the four party supervision agreement on raised funds and the model tripartite supervision agreement of Shenzhen Stock Exchange.
2. Management of supporting funds raised by major asset restructuring in 2016
In 2016, the supporting funds raised by issuing shares were used to invest in the new energy of Lianyi motor, a wholly-owned subsidiary
Automobile drive system R & D and industrialization project, fire Siasun Robot&Automation Co.Ltd(300024) and fire training simulation industrialization project; The R & D and industrialization project of high-performance magnets for power motors of new energy vehicles of Zhejiang Innuovo Technology Co.Ltd(000795) Magnetic Industry Co., Ltd., a wholly-owned subsidiary; Repay interest bearing liabilities and supplement working capital. The company, Lianyi electric and Innuovo Technology Co.Ltd(000795) magnetic have established separate special accounts for raising funds.
The company has signed the tripartite supervision agreement on raised funds with China Minsheng Banking Corp.Ltd(600016) Taiyuan branch and Southwest Securities Co.Ltd(600369) Taiyuan branch; The company and China Construction Bank Corporation(601939) Dongyang sub branch, Southwest Securities Co.Ltd(600369) , Lianyi motor Bank Of Communications Co.Ltd(601328) Jinhua Dongyang sub branch, Southwest Securities Co.Ltd(600369) , Lianyi motor Bank Of China Limited(601988) Dongyang sub branch, Southwest Securities Co.Ltd(600369) , Innuovo Technology Co.Ltd(000795) Ciye have signed the four party supervision agreement for raised funds respectively, and the three party (four party) supervision agreement for raised funds does not exist with the model three party supervision agreement of Shenzhen Stock Exchange
Significant differences.
(II) storage of raised funds in special account
1. As of December 31, 2021, the special account for issuing shares to purchase assets and raising supporting funds in 2015 is as follows:
Deposit balance of special account bank account (yuan) remarks
Bank Of China Limited(601988) Dongyang sub branch 384469436350434389888
Taiyuan Branch Sales Department
Total 434389888
2. As of December 31, 2021, the special account for issuing shares to purchase assets and raising supporting funds in 2016 is as follows:
Deposit balance of special account bank account (yuan) remarks
China China Minsheng Banking Corp.Ltd(600016) Taiyuan Yingze sub branch 697387699 has been closed
China China Construction Bank Corporation(601939) Dongyang Hengdian sub branch 330501676342 Ping An Bank Co.Ltd(000001) 2410913267
Bank Of Communications Co.Ltd(601328) Jinhua Dongyang sub branch 732003922018010062950 account closed
Bank Of China Limited(601988) Dongyang Hengdian sub branch 361070960488 account closed
Total 10913267
3、 Actual use of raised funds this year
(I) comparison table of use of raised funds
See the annex of this report for the comparison table of the use of raised funds.
(II) self owned capital investment in the early stage of fund-raising replacement
In 2015, the company issued shares to purchase assets and raised supporting funds
