China Industrial Securities Co.Ltd(601377)
About Shenzhen Leaguer Co.Ltd(002243)
Issuing shares to purchase assets and raising matching funds and related party transactions
Special verification opinions on the deposit and use of raised funds in 2021
China Industrial Securities Co.Ltd(601377) (hereinafter referred to as " China Industrial Securities Co.Ltd(601377) " or "independent financial consultant") acts as an independent financial consultant for Shenzhen Leaguer Co.Ltd(002243) (hereinafter referred to as " Shenzhen Leaguer Co.Ltd(002243) ," listed company "or" company ") to issue shares to purchase assets and raise supporting funds and related party transactions in accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of funds raised by listed companies, the Listing Rules of Shenzhen Stock Exchange In accordance with the relevant provisions of the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board and other regulations, a special verification was conducted on the deposit and use of the supporting funds raised by Shenzhen Leaguer Co.Ltd(002243) this restructuring in 2021. The verification is as follows:
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
Approved by the reply on approving Shenzhen TONGCHAN Lixing Co., Ltd. to issue shares to Shenzhen Qingyan Investment Holding Co., Ltd. to purchase assets and raise supporting funds (zjxk [2019] No. 2467) by the China Securities Regulatory Commission, the listed company privately issued 45998160 new shares to specific investors in June 2020 at an issue price of 10.87 yuan / share, The total amount of raised funds is 4999999920 yuan, after deducting the issuance expenses (excluding tax) of 511872171 yuan, the net amount of raised funds is 49488127749 yuan.
As of June 1, 2020, all the funds raised by the listed company in the above-mentioned issuance have been in place. Dahua Certified Public Accountants (special general partnership) has verified the availability of funds in this issuance and issued Dahua Yan Zi [2020] No. 000245 capital verification report.
(II) use and balance of raised funds of the company as of December 31, 2021
According to the verification report on the deposit and use of Shenzhen Leaguer Co.Ltd(002243) raised funds [2022] No. 003233 issued by Dahua Certified Public Accountants (special general partnership), as of December 31, 2021, the listed company had invested 39534227035 yuan in the raised funds, Among them, the net financial income and interest income (deducting handling fees) of the RMB fund-raising account of the listed company invested in the fund-raising project with its own funds in advance before the raised funds are in place is RMB 458246584. As of December 31, 2021, the balance of raised funds was RMB 11119573020, of which the net financial income and interest income of raised funds account during the deposit period of raised funds (deducting handling fees) was RMB 653800135 (deducting relevant handling fees and account maintenance fees).
2、 Deposit and management of raised funds
(I) management of raised funds
The listed company has formulated the management system of raised funds in accordance with the provisions and requirements of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and relevant laws and regulations of the CSRC and in combination with the actual situation of the company. According to the provisions of the raised funds management system, listed companies adopt a special account storage system for the raised funds and strictly perform the use approval procedures, so as to supervise the management and use of the raised funds and ensure that the special funds are used for special purposes.
In order to regulate the management and use of the raised funds and protect the interests of investors, the listed company signed the tripartite supervision agreement on raised funds with Industrial Bank Co.Ltd(601166) Shenzhen Branch and China Industrial Securities Co.Ltd(601377) on June 17, 2020 in accordance with the relevant laws, regulations and normative documents such as the listing rules of Shenzhen Stock Exchange and the relevant provisions of the management system of raised funds of listed companies.
After deliberation at the 8th meeting of the 5th board of directors held by the listed company on July 16, 2020, in order to ensure the smooth implementation of the company's investment projects with raised funds, the listed company will use the raised funds of RMB 346 million to increase the capital of Shenzhen Leaguer Co.Ltd(002243) Group Co., Ltd. (hereinafter referred to as " Shenzhen Leaguer Co.Ltd(002243) group"). After the capital increase is completed, Shenzhen Leaguer Co.Ltd(002243) group will use the raised funds of RMB 346 million to provide loans to Huizhou Lihe Innovation Center Co., Ltd. (hereinafter referred to as "Huizhou Lihe") for the implementation of raised investment projects. According to the above matters, the listed company and its wholly-owned subsidiary Shenzhen Leaguer Co.Ltd(002243) group, as the joint party, signed the tripartite supervision agreement on raised funds with China Citic Bank Corporation Limited(601998) Shenzhen Branch and China Industrial Securities Co.Ltd(601377) as the joint party; Huizhou Li, the listed company and the implementation subject of the raised investment project, has jointly signed the tripartite supervision agreement on raised funds with Bank Of China Limited(601988) Huizhou Branch and China Industrial Securities Co.Ltd(601377) Huizhou Branch.
The above three-party supervision agreement defines the rights and obligations of all parties, which is not significantly different from the model three-party supervision agreement of Shenzhen Stock Exchange. The listed company will strictly abide by and perform when using the raised funds.
(II) storage of raised funds in special account
As of December 31, 2021, the deposit of raised funds in the special account is as follows:
Monetary unit: RMB
Bank name account number account entity initial deposit amount deadline balance storage method
Industrial Bank Co.Ltd(601166) Co., Ltd. 33701010010 listed company 49511415421 --- 1832970 sold companies in Shenzhen Branch
China Citic Bank Corporation Limited(601998) Co., Ltd. 8110 Jiangsu Yangdian Science & Technology Co.Ltd(301012) 6 Shenzhen Leaguer Co.Ltd(002243) group has --- 2315446 current company Shenzhen OCT sub branch 00535577 Co., Ltd
Bank Of China Limited(601988) Co., Ltd. 71727333769 Huizhou Lihe Innovation Center
Huizhou Zhongkai Science Park zhi4 heart Co., Ltd. -- 11117257574 current bank
Total 4951141542111119573020
Note: the initial deposit amount is the balance of 49511415421 yuan after deducting underwriting and recommendation fees from the total raised funds, which is different from the net raised funds of 49488127749 yuan, which is affected by other issuance expenses.
3、 Actual use of raised funds in 2021
See the attached table "use of raised funds" for the use of raised funds in 2021
4、 Change the use of funds for investment projects with raised funds
The listed company does not change the investment project of raised funds.
5、 Problems in the use and disclosure of raised funds
Listed companies shall use the raised funds in strict accordance with the provisions and requirements of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, as well as the relevant laws and regulations of the CSRC. The raised funds of listed companies shall be used in a timely, true, accurate and reliable manner Fully perform relevant information disclosure, and there is no illegal use of raised funds.
6、 If a listed company has more than two times of financing and the use of raised funds in the current year, it shall be explained separately in the special report
Not applicable.
7、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the deposit and use of the raised funds of the listed company in 2021 comply with 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 Listing Rules of Shenzhen Stock Exchange According to the regulations and systems such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the management system of raised funds of listed companies, the listed companies have made special account storage and special use of the raised funds, and there is no disguised change in the purpose of the raised funds and damage to the interests of shareholders, nor is there any illegal use of the raised funds. (no text below)
(there is no text on this page, which is the signature and seal page of China Industrial Securities Co.Ltd(601377) special verification opinions on the deposit and use of raised funds in 2021 for Shenzhen Leaguer Co.Ltd(002243) issuing shares to purchase assets and raising supporting funds and related party transactions)
Financial advisor sponsor:
Zhang qinqiu, Zhou Qian
China Industrial Securities Co.Ltd(601377) March 22, 2022 schedule
Use of raised funds
Prepared by: Shenzhen Leaguer Co.Ltd(002243)
Unit: RMB 10000
The total amount of raised funds is 5000000, and the total amount of raised funds invested in this year is 1473338
Total raised funds with changed purposes during the reporting period---
forehead
Total amount of raised funds for accumulative change of purpose --- the ratio of total amount of raised funds invested to total amount of raised funds for accumulative change of purpose is 3953422---
example
Whether the project can be committed to investment projects as of the end of the period and the raised fund commitment of over raised fund-raising changes have been adjusted, and whether the total investment has reached the expected investment progress as of the end of the period is the goal of the fund investment (including the total investment amount of the Department) (1) the investment amount of the current year (2) (%) (3) whether there is expected to be a change in the benefits realized by the fixed availability status) = (2) / (1) significant changes in the benefits of the status date
Committed investment projects
1. Lihe Zhongkai innovation base no 346 Digital China Group Co.Ltd(000034) 6 Shahe Industrial Co.Ltd(000014) 703842410468 69.67% 202111.30 not applicable not applicable not applicable
2. Supplementary working capital of listed company 13 Ping An Bank Co.Ltd(000001) 352272 29.541355226 100.22% not applicable
3. Intermediary fees and other fees 240000187728 --- 187728 100.00% not applicable not applicable not applicable not applicable relevant fees
Subtotal of committed investment project no 5000000 5
