Guosen Securities Co.Ltd(002736)
About Shenzhen dingyang Technology Co., Ltd
Special verification opinions on the deposit and use of raised funds in 2021
Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) ” or “sponsor”) as a sponsor of Shenzhen dingyang Technology Co., Ltd. (hereinafter referred to as “dingyang technology” or “company”) for initial public offering of shares and listing on the science and innovation board, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies, and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, The deposit and use of the raised funds of dingyang technology in 2021 were carefully verified. The specific verification conditions are as follows:
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
With the approval of the reply on Approving the registration of initial public offering of Shenzhen dingyang Technology Co., Ltd. (zjxk [2021] No. 3099) issued by China Securities Regulatory Commission and the consent of Shanghai Stock Exchange, the company is subject to directional placement to strategic investors by the lead underwriter Guosen Securities Co.Ltd(002736) and 26666700 ordinary shares (A shares) in RMB were issued online through the combination of offline inquiry and placement from qualified investors and online pricing issuance to social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shanghai market, with a par value of 1 yuan per share and an issue price of 46.60 yuan per share. The total amount of funds raised was 124266822000 yuan, After deducting various issuance expenses (excluding value-added tax) of RMB 9195105318, the net amount of raised funds is RMB 115071716682. The availability of the above raised funds has been verified by Zhitong Certified Public Accountants (special general partnership) and issued the capital verification report of raised funds of Shenzhen dingyang Technology Co., Ltd. (ztyz (2021) No. 441c Jiugui Liquor Co.Ltd(000799) ).
(II) use and balance of raised funds in 2021
As of December 31, 2021, the company has accumulated 3367654 million yuan of raised funds, including 918185 million yuan of issuance expenses deducted in 2021 and 1.9469 million yuan of direct investment in the projects of raised funds.
In 2021, the fund changes of the company’s special account for raised funds are as follows:
Project amount (10000 yuan)
The total amount of raised funds is 12426682
Less: 194.69 yuan of projects directly invested with raised funds in 2021
Supplementary working capital 2430000
Issue fee 918185
Plus: net interest income of raised funds minus handling charges 168.64
Closing balance of special account for raised funds: 9075892
2、 Management of raised funds
(I) management of raised funds
In order to regulate the management and use of raised funds and protect the rights and interests of small and medium-sized investors, the company has complied with the provisions of relevant laws, regulations and normative documents, such as the company law, the securities law, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the guidelines for the application of self regulatory rules for companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, In combination with the actual situation of the company, the management system of raised funds of Shenzhen dingyang Technology Co., Ltd. (hereinafter referred to as the “management system”) is formulated to implement a special account storage system for the raised funds, and regulate the storage and use of raised funds, project implementation management, change of investment projects and supervision of use.
The management system was reviewed and approved by the company’s first extraordinary general meeting in 2020.
(II) supervision agreement of raised funds
According to the requirements of Shanghai Stock Exchange and relevant regulations, the company and the sponsor Guosen Securities Co.Ltd(002736) signed the tripartite supervision agreement on the storage of special account for raised funds (hereinafter referred to as the “tripartite supervision agreement”) with Industrial Bank Co.Ltd(601166) Shenzhen Software Park sub branch on November 23, 2021. For details, see the announcement on the listing of science and innovation board for initial public offering of shares disclosed by the company on November 30, 2021.
There is no significant difference between the above raised funds supervision agreement and the model supervision agreement of Shanghai Stock Exchange, and the above tripartite supervision agreement of the company has been effectively implemented.
(III) storage of raised funds in special account
As of December 31, 2021, the specific deposit of raised funds is as follows:
Unit: RMB
Deposit bank account number account type account balance
Industrial Bank Co.Ltd(601166) Shenzhen Software Park sub branch 338190100100143663 current deposit 90758922108
Total 90758922108
3、 Actual use of raised funds this year
(I) use of funds for projects invested with raised funds (hereinafter referred to as “projects invested with raised funds”)
The investment projects raised by the company’s initial public offering of shares are “R & D project of high-end general electronic test and measurement instrument chip and core algorithm”, “production line technology upgrading project” and “R & D and industrialization project of high-end general electronic test and measurement instrument”.
See the comparison table of the use of raised funds in 2021 attached to this verification opinion for the use of funds raised by the company.
(II) early investment and replacement of raised investment projects
The company held the 16th meeting of the first board of directors and the first board of supervisors on December 31, 2021
At the 8th meeting, the proposal on using raised funds to replace self raised funds invested in advance was deliberated and adopted,
It is agreed to use the raised funds to replace the investment projects invested with the raised funds in advance. As of November 26, 2021,
The actual investment amount of the company’s self raised funds invested in the raised funds project in advance is RMB 29.61 million. The above self raised funds invested in the raised funds project in advance have been verified by Grant Thornton Certified Public Accountants (special general partnership), and a special verification report of raised funds replacement (ztzz (2021) No. 441a019331) has been issued.
(III) temporary replenishment of working capital with idle raised funds
As of December 31, 2021, the company does not use idle raised funds to temporarily supplement working capital
situation.
(IV) cash management of idle raised funds and investment in related products
As of December 31, 2021, the company has not conducted cash management and investment on idle raised funds
Relevant products.
(V) permanent replenishment of working capital with over raised funds
The company held the 15th meeting of the first board of directors and the 7th Meeting of the first board of supervisors on December 3, 2021, and the first extraordinary general meeting of shareholders in 2021 on December 22, 2021. The proposal on using part of the over raised funds to permanently supplement the working capital was deliberated and approved respectively, and the company was agreed to use 243 million yuan of over raised funds to permanently supplement the working capital, It also promises that the cumulative amount used within each 12 months will not exceed 30% of the total amount of over raised funds; The permanent replenishment of working capital with over raised funds this time will not affect the capital demand for the implementation of raised investment projects. No high-risk investment and financial assistance will be provided to objects other than holding subsidiaries within 12 months after the permanent replenishment of working capital. The independent directors, the board of supervisors and the sponsor Guosen Securities Co.Ltd(002736) of the company have expressed their explicit consent on the use of some over raised funds to permanently supplement working capital. (see the announcement on permanent replenishment of working capital with part of over raised funds disclosed by the company on December 6, 2021 for details).
(VI) use of over raised funds for projects under construction and new projects (including acquisition of assets, etc.)
As of December 31, 2021, the company has no over raised funds for projects under construction and new projects (including acquisition of assets, etc.).
(VII) use of surplus raised funds
As of December 31, 2021, the company has not used the surplus funds of raised investment projects for other raised investment projects or non raised investment projects.
(VIII) other information about the use of raised funds
As of December 31, 2021, the company has no other use of raised funds.
4、 Change the use of funds for investment projects with raised funds
(I) change of investment projects with raised funds
There was no change in the raised investment projects of the company in 2021.
(II) external transfer or replacement of investment projects with raised funds
There is no external transfer or replacement of the company’s raised investment projects in 2021.
5、 Problems in the use and disclosure of raised funds
In 2021, the company timely, accurately and completely disclosed the deposit and use of raised funds in accordance with the provisions of the company law, the securities law, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the guidelines for the format of temporary announcements of relevant listed companies, There is no violation of the management of raised funds.
6、 Verification opinions of the recommendation institution
After verification, The sponsor believes that the deposit and use of the raised funds of dingyang technology in 2021 comply with the administrative measures for the recommendation business of securities issuance and listing, the administrative measures for the raised funds of Listed Companies in Shanghai Stock Exchange, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies In accordance with the provisions of the guidelines for continuous supervision of listed companies of Shanghai Stock Exchange, the management system of raised funds of Shenzhen dingyang Technology Co., Ltd. and other laws, regulations and company system documents, the company has carried out special account storage and special use of the raised funds, and timely fulfilled the relevant information disclosure obligations. The specific use of the raised funds is consistent with the disclosed situation of the company, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders, and there is no case of illegal use of the raised funds. (no text below)
Attached table:
Comparison table of use of raised funds in 2021
Prepared by: Shenzhen dingyang Technology Co., Ltd. monetary unit: RMB 10000
The total amount of raised funds is 11507172, and the total amount of raised funds invested in this year is 2649846
Total amount of raised funds with changed purposes-
The cumulative total amount of raised funds invested is 2745569, and the proportion of total raised funds with changed purposes-
Whether the raised funds have been adjusted, whether the cumulative investment by the end of the period is up to the expected project feasibility by the end of the period, the committed investment item change item, the total committed investment amount of the current year, the cumulative investment amount and the committed investment progress can be used to determine whether the goal is achieved or not (including partial total amount) (1) amount (2) difference in amount (%) status date benefit expected benefit has changed significantly
