Huatai United Securities Co., Ltd
About Jiangsu Zeyu Intelligent Power Co., Ltd
Special verification opinions on the deposit and use of raised funds in 2021
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "sponsor") as a sponsor of Jiangsu Zeyu Intelligent Power Co., Ltd. (hereinafter referred to as "Zeyu intelligent" or "company" or "listed company") for initial public offering and listing on the gem, in accordance with the administrative measures for securities issuance and listing sponsorship business and the Listing Rules of Shenzhen Stock Exchange on the gem According to the requirements of relevant laws, regulations and 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 (revised in 2022), the deposit and use of raised funds of Zeyu intelligence in 2021 were verified. The specific conditions are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
The company has issued 33 million RMB ordinary shares (A shares) to the public for the first time with the approval of the CSRC's zjxk [2021] No. 3104 document. The issue price is 43.99 yuan per share, and the total amount of funds raised is 145167 million yuan. After deducting the total issuance expenses excluding value-added tax of 1197122 million yuan, the net amount of funds raised is 13319578 million yuan.
The availability of the above raised funds was verified by Zhonghui Certified Public Accountants (special general partnership), who issued the capital verification report (Zhonghui Keyan [2021] No. 7850) on December 3, 2021.
(II) use and balance of raised amount
As of December 31, 2021, the balance of the raised funds (including the net amount of interest income and cash management income deducting bank handling charges, the raised investment project funds that have not been replaced and the paid issuance expenses that have not been replaced) is 1219622200 yuan, of which the balance of the special account for raised funds is 21991800 yuan, and the balance of cash management with idle raised funds is 1197630400 yuan. The details are as follows:
No. project amount (10000 yuan)
1. Total raised funds 14516700
2 less: 1123564 yuan invested in raised project funds
3. Issuance fee (tax included): 1208736
4. Replace the project funds invested in the raised funds in advance 111550
5 replacement of paid issuance fee (excluding tax) 410.52
6 add: net amount of interest income and cash management income deducting handling charges, etc. 118.22
7. Fund for raised investment projects that have not been replaced 111550
8. Paid issuance fee (excluding tax) for uncompleted replacement 410.52
9. Balance of raised funds 12196222
9.1 including: balance of special account for raised funds 219918
9.2 cash management with idle raised funds balance 11976304
2、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use, and protect the interests of investors, the company, in accordance with the company law, the securities law and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) The measures for the administration of raised funds (hereinafter referred to as the measures) are formulated in accordance with the provisions of relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) and the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of listed companies on the gem, and in combination with the actual situation of the company. According to the management measures, the company adopts a special account storage system for the raised funds, establishes a special account for the raised funds in the bank, and, together with the sponsor, signed a tripartite supervision agreement on the raised funds with Industrial And Commercial Bank Of China Limited(601398) Nantong Chengnan sub branch, Agricultural Bank Of China Limited(601288) Nantong Gaodian sub branch, Industrial Bank Co.Ltd(601166) Nantong Chengdong sub branch, China Zheshang Bank Co.Ltd(601916) Nantong Branch and Bank Of Nanjing Co.Ltd(601009) Nantong Branch, clarifying the rights and obligations of all parties. There is no significant difference between the tripartite supervision agreement and the model tripartite supervision agreement of Shenzhen Stock Exchange. The company has strictly followed and performed the raised funds in order to facilitate the management and use of the raised funds and supervise their use, so as to ensure that the special funds are used for special purposes.
(II) special account storage of raised funds
As of December 31, 2021, the company has five special accounts for raised funds, and the storage of raised funds is as follows:
Unit: Yuan
No. deposit bank account No. account category storage balance
1. Nantong Branch account of China Zheshang Bank Co.Ltd(601916) Co., Ltd. 306 Ping An Bank Co.Ltd(000001) 01201010210052 special fund raised 2127022005
Funds raised by Industrial And Commercial Bank Of China Limited(601398) shares of China
2. Nantong Chengnan 1111822129100182888 household 50000000 sub branch of Co., Ltd
Funds raised by Agricultural Bank Of China Limited(601288) shares of China
3. Nantong Gaodian 1071660104 Xiamen Sunrise Wheel Group Co.Ltd(002593) 4 household 21662769 sub branch of Co., Ltd
4 Industrial Bank Co.Ltd(601166) Co., Ltd. 40888010010 Dhc Software Co.Ltd(002065) 4 raised funds for special 500000 company Nantong Chengdong sub branch account
5 Bank Of Nanjing Co.Ltd(601009) Co., Ltd. 060123 China Vanke Co.Ltd(000002) 498 raised funds - Nantong Branch account of the company
Total 2199184774
3、 Actual use of raised funds this year
(I) use of funds for investment projects with raised funds
During the reporting period, the company actually used the raised funds of RMB 1235114 million, and the accumulated used raised funds of RMB 1235114 million as of December 31, 2021. See Annex 1 comparison table of the use of raised funds for details.
(II) changes in the place and mode of implementation of the project invested with raised funds
There was no change in the implementation location and implementation mode of the company's investment projects with raised funds this year.
(III) advance investment and replacement of investment projects with raised funds
On December 29, 2021, the 21st Meeting of the first board of directors and the 13th meeting of the first board of supervisors deliberated and adopted the proposal on using the raised funds to replace the self raised funds of the pre invested projects and the paid issuance expenses, and agreed to use the raised funds of 11.155 million yuan to replace the self raised funds of the pre invested projects. The independent directors expressed their consent on the above matters. On December 27, 2021, Zhonghui Certified Public Accountants (special general partnership) issued the verification report on Jiangsu Zeyu Intelligent Power Co., Ltd. investing the raised capital investment projects and paid issuance expenses in advance with self raised funds (Zhonghui kuaijin [2021] No. 8179).
As of December 31, 2021, the company has not completed the replacement of the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
(IV) temporary replenishment of working capital with idle raised funds
In this year, the company did not use idle raised funds to temporarily supplement working capital.
(V) use of surplus raised funds
The company has no use of surplus raised funds in this year.
(VI) use of over raised funds
The net amount of funds actually raised by the company's initial public offering of shares was RMB 1331957800. After deducting the fund demand of the investment project of the raised funds, the over raised funds was RMB 759856200.
At the 20th meeting of the first board of directors held on December 8, 2021, the proposal on using some idle raised funds and self owned funds for cash management was considered and adopted. On the premise of ensuring that the construction of investment projects with raised funds, the normal operation of the company and the safety of funds, It is agreed that the company will use idle raised funds (including over raised funds) with a limit of no more than 1208018600 yuan and its own funds with a limit of no more than 1 billion yuan for cash management. The validity period of cash management is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Within the above limit and period, it can be used circularly and continuously. It is agreed to authorize the general manager to exercise relevant investment decision-making power and sign relevant documents within the above limit and period, and the financial department of the company shall handle relevant matters. The independent directors of the company expressed clear consent.
(VII) purpose and destination of unused raised funds
At the 20th meeting of the first board of directors held on December 8, 2021, the proposal on using some idle raised funds and self owned funds for cash management was considered and adopted. On the premise of ensuring that the construction of investment projects with raised funds, the normal operation of the company and the safety of funds, It is agreed that the company will use idle raised funds (including over raised funds) with a limit of no more than 1208018600 yuan and its own funds with a limit of no more than 1 billion yuan for cash management. The validity period of cash management is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Within the above limit and period, it can be used circularly and continuously. It is agreed to authorize the general manager to exercise relevant investment decision-making power and sign relevant documents within the above limit and period, and the financial department of the company shall handle relevant matters. The independent directors of the company expressed clear consent.
As of December 31, 2021, the company used idle raised funds (including over raised funds) for cash management as follows:
Order the trustee's product name and amount (10000 yuan from the beginning of financial management, whether the financial management is due or not) are redeemed on a daily basis
China Industrial And Commercial Bank Of China Limited(601398) shares China Industrial And Commercial Bank Of China Limited(601398) linked
1. Nantong exchange rate range cumulative method of Co., Ltd. 552 Shenzhen Zhongheng Huafa Co.Ltd(000020) 21 / 12 / 292022 / 10 / 11 No Chengnan Branch RMB structural deposit
Product
China Industrial And Commercial Bank Of China Limited(601398) shares China Industrial And Commercial Bank Of China Limited(601398) linked
2 copies of Nantong exchange rate range cumulative method 33 China Vanke Co.Ltd(000002) 021 / 12 / 292022 / 7 / 1 no Chengnan sub branch RMB structured deposit
Product
China Industrial And Commercial Bank Of China Limited(601398) shares China Industrial And Commercial Bank Of China Limited(601398) linked
3. Nantong exchange rate range cumulative method of Co., Ltd. 30 China Vanke Co.Ltd(000002) 021 / 12 / 292022 / 4 / 6 no Chengnan sub branch RMB structured deposit
Product
China Agricultural Bank Of China Limited(601288) shares
4 shares Co., Ltd. Nantong shuanglifeng [Note 1] 788.152021 / 12 / 13 not applicable to nugaodian sub branch
China Industrial And Commercial Bank Of China Limited(601398) shares
5 copies Co., Ltd. Nantong
