China Securities Co.Ltd(601066) about
China Railway High-Speed Electrification Equipment Corporation Limited(688285) use the raised funds to replace the advance
Verification opinions on raised investment projects invested and self raised funds paid for issuance expenses
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” securities “and” sponsor “) as a sponsor of China Railway High-Speed Electrification Equipment Corporation Limited(688285) (hereinafter referred to as” China Railway High-Speed Electrification Equipment Corporation Limited(688285) “and” company “) for initial public offering of shares and listing on the science and innovation board, In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of Shanghai Stock Exchange’s science and innovation board, the guidelines for the application of the self regulatory rules of Shanghai Stock Exchange’s science and innovation board listed companies No. 1 – standardized operation and other relevant provisions, The China Railway High-Speed Electrification Equipment Corporation Limited(688285) use of raised funds to replace pre invested raised projects and self raised funds with paid issuance expenses has been carefully verified. The verification results and verification opinions are as follows:
1、 Basic information of raised funds
With the approval of the reply on Approving the registration of China Railway High-Speed Electrification Equipment Corporation Limited(688285) initial public offering of shares (zjxk [2021] No. 2319) issued by the China Securities Regulatory Commission, the company issued 94.1 million RMB common shares (A shares) for the first time, with an issue price of 7.18 yuan per share and a total raised capital of 675638000.00 yuan; After deducting the issuance expenses of RMB 40248372.94 (excluding value-added tax), the actual net amount of funds raised is RMB 635389627.06. All the above raised funds have been received and verified by Daxin Certified Public Accountants (special general partnership). The capital verification report Daxin Yan Zi [2021] No. 1-10014 was issued on October 15, 2021. The company has managed the special account for the raised funds and signed the tripartite supervision agreement on the storage of the special account for raised funds with the deposit bank of the special account for raised funds and the recommendation institution. 2、 Adjustment of project amount invested by raised funds
As the company’s initial public offering of RMB common shares (A shares) in China and listing on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as “this public offering”) raised a net capital of 635389600 yuan, which is lower than the expected scale of 78329600 yuan in the prospectus, The company will adjust the investment amount of the raised funds used for each raised investment project, and the company will solve the gap through self raised funds. The company adjusts the investment amount distribution of the raised funds for each raised investment project as follows:
Unit: 10000 yuan
Project Name: the project was originally planned to be put into use after adjustment
No. 1 total investment amount raised fund amount collective fund investment amount entity
high-speed rail
High speed railway OCS installation 12366.5212366.5210031.40 electrical
1. Intelligent manufacturing project
4754.794754.793856.96 Baudry
Rail transit power supply equipment high speed railway
2. Smart industrial park construction project 31701.8031701.8025715.69 electrical
order
R & D center construction project high speed railway
313506.4913506.4910956.12 electrical
Replenish working capital and return high-speed rail
4 Credit 16000.0016000.0012978.79 electrical
Total 78329.6078329.6063538.96-
3、 Advance investment of self raised funds into raised investment projects and payment of issuance expenses
(i) Advance investment of self raised funds into projects invested by raised funds
The company has fulfilled the approval or filing and registration procedures in accordance with relevant regulations. The investment projects with raised funds have been invested by the company’s self raised funds before the raised funds are actually in place. As of November 5, 2021, the actual investment of the company’s self raised funds in the investment projects with raised funds is as follows:
Unit: 10000 yuan
Project Name: raised funds to be invested: self raised funds to be invested in advance with the amount of raised funds replacement No
High speed railway OCS equipment manufacturing project
3,856.96912.53912.53
2 rail transit power supply equipment wisdom 25715.69898.13898.13 industrial park construction project
3 R & D center construction project 10956.12–
4. Supplementary working capital and loan repayment 12978.79–
Total 63538.961842.611842.61
Daxin Certified Public Accountants (special general partnership) has issued the audit report on China Railway High-Speed Electrification Equipment Corporation Limited(688285) replacing the self raised funds invested in the raised investment projects in advance and the paid issuance expenses with the raised funds (Daxin zhuanshen Zi [2021] No. 1-10669).
The total issuance expenses of the raised funds are RMB 41.6776 million (excluding tax). As of November 5, 2021, the issuance expenses paid by the company with self raised funds are RMB 2.6049 million, and the amount to be replaced by the company is RMB 2.6049 million, as follows:
Unit: 10000 yuan
The amount excluding tax of the project is self raised, and the amount of the proposed replacement fund is invested in advance
Recommendation and underwriting fee 3245.63
Audit and fee verification 279.7275.8575.85
Attorney’s fee 167.92149.06149.06
Information disclosure fee 398.59
Issuance fee: 75.9035.5835.58
Total 4167.76260.49260.49
Daxin Certified Public Accountants (special general partnership) has issued the audit report on China Railway High-Speed Electrification Equipment Corporation Limited(688285) replacing the self raised funds invested in the raised investment projects in advance and the paid issuance expenses with the raised funds (Daxin zhuanshen Zi [2021] No. 1-10669). 4、 Review procedures and special opinions
(i) Deliberations of the board of directors and the board of supervisors
On December 30, 2021, the company held the ninth meeting of the second board of directors and the seventh meeting of the second board of supervisors, deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses, and all independent directors of the company also expressed explicit consent to the matter.
（2） Opinions of independent directors
The independent directors believe that the time for the company to use the raised funds to replace the self raised funds that have been invested in the raised investment projects and paid the issuance expenses in advance is less than six months from the arrival time of the raised funds, In addition, Daxin Certified Public Accountants (special general partnership) has issued the audit report on China Railway High-Speed Electrification Equipment Corporation Limited(688285) replacing self raised funds invested in raised investment projects in advance and paid issuance expenses with raised funds (Daxin zhuanshen Zi [2021] No. 1-10669), Comply with the provisions of relevant laws, regulations and other normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the measures for the management of raised funds by listed companies of Shanghai Stock Exchange (revised in 2013), and the contents and review procedures are legal and compliant. The exchange of raised funds does not conflict with the implementation plan of the raised investment project, does not affect the normal implementation of the raised investment project, and there is no change or disguised change in the purpose of the raised funds and damage to the interests of shareholders.
In conclusion, the independent directors agree that the company will use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
（3） Opinions of the board of supervisors
The board of supervisors of the company believes that the replacement time of the raised funds is less than 6 months from the arrival time of the raised funds, which complies with the relevant provisions such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies and the measures for the management of the raised funds of listed companies of Shanghai Stock Exchange (revised in 2013). The company’s use of the raised funds to replace the self raised funds invested in the raised investment project in advance and paid the issuance fee does not conflict with the implementation plan of the raised investment project, does not affect the normal implementation of the raised investment project, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders.
In conclusion, the board of supervisors agreed that the company would use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
（4） Assurance opinion of accounting firm
Daxin Certified Public Accountants (special general partnership) has issued the audit report on China Railway High-Speed Electrification Equipment Corporation Limited(688285) replacing self raised funds invested in raised investment projects in advance and paid issuance expenses with raised funds (Daxin zhuanshen Zi [2021] No. 1-10669), and believes that the special instructions on the replacement of raised funds prepared by the company’s management comply with relevant regulations, In all material aspects, it fairly reflects the actual situation of pre investment of raised investment projects and paid issuance expenses with self raised funds as of November 5, 2021.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the use of raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, and Daxin Certified Public Accountants (special general partnership) has issued a special assurance report, Moreover, the replacement time is less than 6 months from the arrival time of the raised funds, which complies with the provisions of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, the measures for the administration of the raised funds of listed companies of Shanghai Stock Exchange, and the contents and deliberation procedures are legal and compliant. The exchange of raised funds does not conflict with the implementation plan of the raised investment project, does not affect the normal implementation of the raised investment project, and there is no change or disguised change in the purpose of the raised funds and damage to the interests of shareholders, which is in line with the interests of the company and all shareholders.
In conclusion, the recommendation institution agrees to China Railway High-Speed Electrification Equipment Corporation Limited(688285) use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
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