Minsheng Securities Co., Ltd
About Quakesafe Technologies Co.Ltd(300767)
Verification opinions on the deposit and use of raised funds in 2021
Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” or “sponsor”) as a sponsor of Quakesafe Technologies Co.Ltd(300767) (hereinafter referred to as ” Quakesafe Technologies Co.Ltd(300767) ” or “company”) for initial public offering of shares, listing on GEM and issuing convertible corporate bonds to unspecified objects, in accordance with the measures for the administration of securities issuance and listing sponsor business and the gem stock listing rules of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business and other relevant provisions have carefully verified the deposit and use of raised funds in Quakesafe Technologies Co.Ltd(300767) 2021. The verification results and opinions are as follows:
1、 Basic information of raised funds
(I) amount and time of funds raised
1. Initial public offering of shares to raise funds
According to the resolution of the first extraordinary general meeting of shareholders in 2017 held by the company on September 22, 2017, the articles of association, the approval of the reply on Approving the initial public offering of shares of Yunnan Zhen’an shock absorption technology Co., Ltd. in the document “Zheng Jian Ke [2019] No. 287” of China Securities Regulatory Commission, and the prospectus, the company issued 20 million RMB ordinary shares to the public for the first time, with a par value of RMB 1 per share, The issue price is 19.19 yuan per share, and the total amount of funds raised is 38380000000 yuan. After deducting various issuance expenses of RMB 6773200000, the net amount of funds actually raised is RMB 31606800000. The availability of the above raised funds has been verified by ShineWing Certified Public Accountants (special general partnership), and the capital verification report (xyzh / 2019kma30122) was issued on March 20, 2019.
2. Issue convertible corporate bonds to unspecified objects to raise funds
According to the 17th meeting of the second board of directors and the 9th meeting of the second board of supervisors held by the company on April 2, 2020, the 2019 annual general meeting of shareholders, the articles of association and the reply on Approving the registration of Quakesafe Technologies Co.Ltd(300767) issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 199) issued by China Securities Regulatory Commission, the company agreed to register, In March 2021, the total amount of funds raised by the company by issuing convertible corporate bonds to unspecified objects was RMB 285 million. After deducting the issuance expenses of RMB 5.211 million, the actual net amount of funds raised was RMB 279798900.
The above funds were fully paid on March 18, 2021, which was verified by ShineWing Certified Public Accountants (special general partnership) and issued xyzh / 2021kmaa50012 capital verification report.
(II) actual use of raised funds this year
1. Use of funds raised by initial public offering
Unit: RMB
Project amount
Net amount of initial raised funds 31606800000
Less: amount used in previous years 7715972431
Add: interest income balance of previous years 988702681
Balance on December 31, 2020: 24879530250
Less: 9551133242 yuan of projects invested directly with raised funds
Less: service charge 273.82
Plus: interest income 309474135
Plus: income from financial products 239761643
Balance on December 31, 2021: 15877605404
See “III. actual use of raised funds in this year” for the details of the use of funds of raised investment projects. 2. Use of funds raised by issuing convertible corporate bonds to unspecified objects
Unit: RMB
Project amount
Net amount of initial raised funds 27979893296
Less: 5248632084 of projects invested directly with raised funds
Less: replacement of 11315258781 raised investment projects invested in advance with self raised funds
Less: handling fee expenditure 418.84
Plus: interest income 78590457
Plus: income from financial products 163942465
Balance on December 31, 2021: 11658493469
See “III. actual use of raised funds in this year” for the details of the use of funds of raised investment projects.
3. Advance investment and replacement of raised investment projects
According to the management system of raised funds of Yunnan Zhen’an shock absorption technology Co., Ltd. approved by the first extraordinary general meeting of shareholders in 2017, the funds raised by the company after issuing shares will be used for the technical transformation project of the production line of vibration reduction and isolation products after deducting the issuance expenses. Before the funds raised by this issuance are in place, the company can invest in the above projects with self raised funds according to the actual situation of the project progress. After the raised funds are in place, for those invested first, It is planned to replace all the funds invested with the raised funds. If the raised funds are insufficient, the company will raise funds by itself. As of March 31, 2019, the company, as the implementation unit of the technical transformation project of the vibration reduction and isolation product production line of the investment project funded by public offering of shares, has invested 1836553388 yuan in advance with self raised funds. On April 24, 2019, the company held the 9th meeting of the second board of directors, deliberated and approved the proposal on replacing self raised funds invested in the raised funds investment project in advance with raised funds, and agreed to use the raised funds of 1836553388 yuan to replace the self raised funds invested in the raised funds investment project “technical transformation of vibration reduction and isolation products production line”, The above-mentioned replacement of raised funds has been verified by ShineWing Certified Public Accountants (special general partnership), and xyzh / 2019kma30495 special verification report on replacement of raised funds of Yunnan Zhen’an Damping Technology Co., Ltd. was issued on April 16, 2019. For details, please refer to cninfo.com.cn Announcement of Yunnan Zhen’an shock absorption technology Co., Ltd. on using raised funds to replace self raised funds for investment projects invested with raised funds in advance (Announcement No.: 2019009).
The sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors held on April 22, 2021 considered and approved the proposal on using the raised investment funds to replace the self owned funds invested in the investment projects with raised funds in advance, and agreed that the company would use the raised funds to replace the self owned funds invested in the investment projects with raised funds in advance of RMB 11315258781. The independent directors of the company gave their independent opinions, ShineWing Certified Public Accountants (special general partnership) conducted a special audit on the company’s investment projects with raised funds in advance with its own funds, and issued the special assurance report on Quakesafe Technologies Co.Ltd(300767) investment projects with raised funds in advance with its own funds (xyzh / 2021kmaa50031), The sponsor issued the verification opinions of Minsheng Securities Co., Ltd. on Quakesafe Technologies Co.Ltd(300767) using the funds raised by convertible bonds to replace the self owned funds of the investment projects invested with the raised funds in advance. For details, please refer to the company’s website http://www.cn.info.com.cn Announcement of Quakesafe Technologies Co.Ltd(300767) on using the funds raised by convertible bonds to replace the self owned funds invested in the project with raised funds in advance (Announcement No.: 2021034).
4. Cash management of idle raised funds and investment in related products
On April 2, 2020, the 17th meeting of the second board of directors held by the company deliberated and approved the proposal on using some idle raised funds and idle self owned funds for cash management, and agreed to use idle raised funds up to RMB 100 million for cash management without affecting the normal production and operation of the company, the construction of investment projects with raised funds and ensuring the safety of funds, Used to purchase financial products with high security, good liquidity and guaranteed principal; Use up to RMB 100 million of idle self owned funds to buy safe, liquid, low-risk and stable financial products. The above idle fund investment products authorize the chairman to exercise the right of investment decision-making within the limit and period, and the financial person in charge of the company shall handle relevant matters. The authorization period is effective within 12 months from the date of deliberation and approval by the board of directors, and the above idle fund is recycled and used within 12 months from the date of deliberation and approval by the board of directors. On April 2, 2020, the ninth meeting of the second board of supervisors held by the company deliberated and adopted the proposal on cash management using some idle raised funds and idle self owned funds.
On April 22, 2021, the sixth meeting of the third board of directors held by the company deliberated and approved the proposal on using some idle raised funds and idle self owned funds for cash management, and agreed to use idle raised funds up to 200 million yuan for cash management without affecting the normal production and operation of the company, the construction of investment projects with raised funds and ensuring the safety of funds, Used to purchase financial products with high security, good liquidity and guaranteed principal; Use idle self owned funds up to 200 million yuan to buy financial products with high security, good liquidity, low risk and stability. The above idle fund investment products authorize the chairman to exercise the right of investment decision-making within the limit and period, and the financial person in charge of the company shall handle relevant matters. The authorization period is effective within 12 months from the date of deliberation and approval by the board of directors, and the above idle fund is recycled and used within 12 months from the date of deliberation and approval by the board of directors. On April 22, 2021, the fifth meeting of the third board of supervisors held by the company deliberated and adopted the proposal on cash management using some idle raised funds and idle self owned funds.
According to the above authorization, the company uses some idle raised funds for cash management as follows:
On January 8, 2021, financial products totaling 100 million yuan were purchased in the business department of Ping An Bank Co.Ltd(000001) Kunming Branch (maturity date: March 8, 2021, interest rate: 1.65% – 4.05%), resulting in a total investment income of 460700 yuan.
On March 16, 2021, the company purchased RMB 100 million financial products in the business department of Ping An Bank Co.Ltd(000001) Kunming Branch (the maturity date is May 17, 2021, the minimum rate of return (fixed rate of return) is 1.65% (annualized), the actual rate of return is the higher of the floating rate of return and the fixed rate of return, and the floating rate of return is determined according to the income generated by the underlying derivative exchange to which the product is linked), resulting in an investment income of RMB 490900.
On May 11, 2021, we purchased 50 million yuan of financial products in the business department of Ping An Bank Co.Ltd(000001) Kunming Branch (maturity date: July 12, 2021, interest rate: 1.50% or 2.75% or 2.80%), resulting in investment income of 237800 yuan.
On May 11, 2021, 5000 yuan was purchased from the business department of Ping An Bank Co.Ltd(000001) Kunming Branch
