China Securities Co.Ltd(601066)
About China Railway High-Speed Electrification Equipment Corporation Limited(688285) using part of the raised funds
Provide verification opinions on the implementation of raised investment projects by borrowing to holding subsidiaries
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 sponsor business and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies According to relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange’s Kechuang board and the guidelines for the application of self regulatory rules of Shanghai Stock Exchange’s Kechuang board listed companies No. 1 – standardized operation, the sponsor has verified the matters related to China Railway High-Speed Electrification Equipment Corporation Limited(688285) using part of the raised funds to provide loans to holding subsidiaries and implement raised investment projects, The verification is 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、 Basic information of investment projects with 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、 The use of part of the raised funds to provide loans to subsidiaries this time
The company plans to provide Baoji baodeli Electrical Equipment Co., Ltd. (hereinafter referred to as “baodeli”) with a loan of 38569637.08 yuan to implement the above “intelligent manufacturing project of high-speed railway catenary equipment”. The loan interest rate provided by the company to baodeli is finally determined to be 3.5% according to the market conditions after full negotiation between both parties. The loan term is no more than 12 months from the date of actual loan. According to the actual needs of project construction, it can be automatically renewed or repaid in advance. This loan does not constitute a major asset restructuring as stipulated in the measures for the administration of major asset restructuring of listed companies.
4、 Basic information of loan object
Company name: Baoji baodeli Electrical Equipment Co., Ltd
Company type: limited liability company (Sino foreign joint venture)
Unified social credit Code: 916103006611992135
Registered address: No. 196, Gaoxin Avenue, high tech Development Zone, Baoji City, Shaanxi Province
Legal representative: Chang Zhanchao
Registered capital: RMB 80 million
Date of establishment: August 1, 2007
Design, manufacturing and services; Production of communication equipment, power supply equipment, high and low voltage electrical equipment and accessories, metal steel structures, construction tools and non-ferrous metal castings; Selling self-produced products; New product business R & D; Material trade; Product technical consultation and training services; Self operated and acting as an agent for the import and export business of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state) (for the projects subject to approval according to law, the business activities can be carried out only with the approval of relevant departments)
Shareholders: China Railway High-Speed Electrification Equipment Corporation Limited(688285) , 95.00% of capital contribution; Bunomi Eugenio company, with a contribution ratio of 5.00%.
5、 Purpose of the loan and its impact on the company
The loan provided to baodeli, a holding subsidiary, is based on the need to promote the construction of investment projects with raised funds, in line with the use plan of raised funds, and there is no change in the use of raised funds in a disguised manner. After this loan, baodeli’s capital strength will be further improved, which is conducive to its business development and long-term planning, and in line with the interests of the company and all shareholders. China Railway High-Speed Electrification Equipment Corporation Limited(688285) holds 95.00% equity of baodeli and can actually control baodeli. The interest rate of baodeli’s loan from the company has been fully negotiated by both parties and determined according to the market conditions. The company’s loan from baodeli will not cause the implementation subject of the raised investment project to occupy the funds of the listed company free of charge or at an obviously low cost, and there is no infringement on the interests of the listed company.
6、 Management of raised funds after the loan is provided
In accordance with the regulatory requirements for the management and use of funds raised by listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies, the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the raised funds management system and other relevant provisions, After the raised funds invested from the subsidiary baodeli through borrowing are in place, they will be deposited in the special account for raised funds opened by the subsidiary. Baodeli has signed the tripartite supervision agreement on raised funds with the sponsor and the deposit bank as required to ensure the effective implementation of the supervision of raised funds.
7、 Relevant deliberations and special opinions
(i) Deliberations of the board of directors and the board of supervisors
The company held the 9th meeting of the 2nd board of directors and the 7th Meeting of the 2nd board of supervisors on December 30, 2021, deliberated and approved the proposal on using part of the raised funds to provide loans to holding subsidiaries to implement raised investment projects, and agreed that the company would borrow 38569637.08 yuan from baodeli to implement the above “intelligent manufacturing project of high-speed railway catenary equipment”. After full negotiation between both parties, the loan interest rate of baodeli from the company is finally determined as 3.5% according to the market conditions. The loan term is no more than 12 months from the date of actual loan. According to the actual needs of project construction, it can be automatically renewed or repaid in advance. At the same time, all independent directors of the company also expressed explicit consent to the matter.
（2） Opinions of independent directors
The independent directors believe that the loan provided to the holding subsidiaries is carried out for the construction of raised investment projects, which is conducive to meeting the capital needs of raised investment projects, reducing project financing costs and ensuring the smooth implementation of raised investment projects. After the completion of this loan, baodeli’s capital strength and operating ability will be further improved, which will contribute to the company’s business development and long-term planning and meet the interests of the company and all shareholders. During the period when the company provides loans to its holding subsidiaries, it has control over its production, operation and management activities, the financial risk is very small and within the controllable range, and the possibility of bad debts caused by loans is very small.
Baodeli has opened a special account for raised funds and signed a tripartite supervision agreement on raised funds with the sponsor and the deposit bank as required to ensure the effective implementation of the supervision of raised funds. Therefore, all independent directors unanimously agree that the company will use part of the raised funds to provide loans to its holding subsidiaries to implement the raised investment projects.
（3） Opinions of the board of supervisors
The board of supervisors considered that the loan provided to the holding subsidiary is carried out for the construction of the raised investment project, which is conducive to the smooth implementation of the raised investment project. After the completion of the loan, baodeli’s capital strength and operating ability will be further improved, which is conducive to the company’s business development and long-term planning, and in line with the interests of the company and all shareholders, Baodeli has opened a special account for raised funds and signed a tripartite supervision agreement on raised funds with the sponsor and the deposit bank as required to ensure the effective implementation of the supervision of raised funds. The company has control over its production, operation and management activities during the period of providing loans to the holding subsidiary, the financial risk is very small and within the controllable range, and the possibility of bad debts caused by loans is very small. It is agreed that the company will use part of the raised funds to provide loans to the holding subsidiary to implement the raised investment project.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of part of the raised funds to provide loans to its holding subsidiaries for the implementation of raised investment projects has been deliberated and adopted at the 12th meeting of the second board of directors and the 7th Meeting of the second board of supervisors, and the independent directors have expressed clear consent, The matter complies with the relevant provisions of 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 the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the articles of association and other relevant provisions, and has fulfilled the necessary approval procedures. The company’s use of part of the raised funds to provide loans to its holding subsidiaries is carried out for the construction of raised investment projects, which is conducive to the smooth implementation of raised investment projects. The company does not change the use of raised funds in a disguised manner, does not affect the normal progress of the investment plan of raised funds, and does not damage the interests of the company and shareholders. In conclusion, the recommendation institution has no objection to the company’s use of part of the raised funds to provide loans to its holding subsidiaries to implement the raised investment project.
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(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) verification opinions on China Railway High-Speed Electrification Equipment Corporation Limited(688285) using raised funds to provide loans to holding subsidiaries to implement raised investment projects)
Signature of sponsor representative:
Guo Yao, Bao Hongxing
China Securities Co.Ltd(601066) mm / DD / yy
