Guoyuan Securities Company Limited(000728)
About Guochuang Software Co.Ltd(300520)
Part of the investment projects invested by the raised funds are closed, and the surplus funds will be raised
Verification opinions on permanent replenishment of working capital
In accordance with the company law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the Shenzhen Stock Exchange GEM Listing Rules and other relevant provisions, Guoyuan Securities Company Limited(000728) (hereinafter referred to as " Guoyuan Securities Company Limited(000728) " or "independent financial consultant") acted as Guochuang Software Co.Ltd(300520) (hereinafter referred to as "company", "listed company" or " Guochuang Software Co.Ltd(300520) ") issued shares to purchase 100% equity of Anhui guibo Xinneng Technology Co., Ltd. (now renamed as " Guochuang Software Co.Ltd(300520) Xinneng Technology Co., Ltd.", hereinafter referred to as "national innovation energy" and "subject assets") and raised supporting funds (hereinafter referred to as "this transaction") The independent financial advisor of Guochuang Software Co.Ltd(300520) has carefully verified the closing of some investment projects with raised funds and the permanent replenishment of working capital with the surplus raised funds. Now the verification results and verification opinions are published as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Guochuang Software Co.Ltd(300520) to issue shares to sun Lu and others to purchase assets and raise supporting funds (zjxk [2018] No. 2063) issued by China Securities Regulatory Commission, the company issued 11151078 RMB ordinary shares (A shares) at an issue price of 16.68 yuan / share, and raised supporting funds of 186 million yuan. After deducting the issuance expenses of 211412 million yuan (the amount excluding tax is 199445 million yuan), The net amount of raised funds is 166055500 yuan (including the input tax of issuance expenses of 1196700 yuan, and the net amount of actually raised funds is 164858800 yuan). The above raised funds were in place on November 26, 2019 and verified by the capital verification report of Rongcheng Certified Public Accountants (special general partnership) hyz [2019] No. 8141.
According to the report on Guochuang Software Co.Ltd(300520) issuing shares to purchase assets and raising matching funds and related party transactions (Revised Version), and according to the deliberation and resolution of the 12th meeting of the third board of directors and the 2019 annual general meeting of shareholders, the company will invest all the funds raised in the following projects after deducting relevant intermediary fees and taxes:
The total investment amount of the project is planned to use the raised fund No. (10000 yuan) amount (10000 yuan)
1. Industrialization project of electric vehicle power supply assembly 10 Shenzhen Quanxinhao Co.Ltd(000007) 98500
2 new energy vehicle battery management system R & D center construction project 43 Tunghsu Azure Renewable Energy Co.Ltd(000040) 5500
3 new energy vehicle core controller test center construction project 41 Sichuan Road & Bridge Co.Ltd(600039) 6000
Total 18460001 Shanghai Pudong Development Bank Co.Ltd(600000)
Note: in August 2021, the company has terminated the follow-up investment plan of continuing to implement the "construction project of new energy vehicle core controller detection and test center", and permanently supplemented the working capital with the surplus raised funds of the project.
2、 Closing and savings of investment projects with raised funds
(I) basic information of investment projects with raised funds settled this time
The company held the 20th meeting of the third board of directors on February 7, 2021. The meeting deliberated and adopted the proposal on the extension of some investment projects with raised funds. Due to the impact of covid-19 epidemic, the construction progress of "R & D center construction project" and some equipment procurement lagged behind and could not reach the expected usable state within the planned time. In order to ensure the implementation quality of the project invested by raised funds, give full play to the role of raised funds, improve the company's technology R & D capacity and better safeguard the interests of all shareholders, the company decided to adjust the time for the project to reach the expected usable state to December 31, 2021. The board of supervisors, independent directors and independent financial advisers of the company all expressed clear consent. For details, please refer to cninfo.com.cn on February 8, 2021 Relevant announcements disclosed on.
As of the date of issuance of this verification opinion, "R & D center construction project" has been implemented, and the use and savings of raised funds are as follows:
Unit: 10000 yuan
Project name committed investment fund actual investment fund investment progress interest income special account balance of raised funds
R & D center construction project 405500330031 81.39% 42.65 797.34
(II) main reasons for savings of raised funds
During the construction of the project, first, the company used the raised funds carefully in strict accordance with the relevant provisions on the use of the raised funds. Based on the principle of rationality and economy, on the premise of ensuring the construction quality of the project, combined with the company's product R & D and upgrading direction, the company met the use needs of some R & D and auxiliary equipment through the combination of self purchase and outsourcing, as well as the function improvement of some R & D software and hardware systems and equipment, Thus saving some equipment procurement investment; Second, in the process of project implementation, strengthen the control, supervision and management of costs in all links, and reasonably reduce the overall investment amount of the project. At the same time, during the deposit period of the raised funds, the unused raised funds have generated certain interest income.
3、 Use plan of surplus raised funds
With the continuous expansion of the company's business scale, the company's demand for operational working capital is increasing. According to the actual business needs, in order to improve the use efficiency of the raised funds, reduce the company's financial expenses and give full play to the economic benefits of the raised funds, the company will permanently supplement the working capital with the surplus raised funds of 7.9734 million yuan (including interest income), and cancel the relevant special account for the raised funds accordingly.
4、 Opinions of the board of supervisors and independent directors
1. Opinions of the board of supervisors
The 26th meeting of the third board of supervisors of the company deliberated and adopted the proposal on closing some investment projects with raised funds and permanently replenishing the surplus raised funds with working capital. The board of supervisors of the company believes that the closing of some of the company's investment projects with raised funds and the use of the surplus raised funds to supplement the working capital required by the company's daily operation do not conflict with the implementation plan of the investment projects with raised funds, will not affect the normal implementation of the investment projects with raised funds, nor does it change the investment direction of raised funds in a disguised manner and damage the interests of shareholders, which is in line with the needs of the company's operation and development and the interests of all shareholders. The closing of some investment projects with raised funds and the permanent supplement of surplus raised funds to working capital have fulfilled the necessary deliberation procedures, which is in line with the provisions of relevant normative documents. 2. Opinions of independent directors
Independent directors believe that when some of the company's investment projects with raised funds meet the closing conditions, the company will permanently supplement the working capital with the surplus funds of the investment projects with raised funds, which is conducive to reducing financial expenses, improving the use efficiency of raised funds and improving the company's operating benefits, which is in line with the interests of all shareholders, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. The company has completed some investment projects with raised funds and permanently supplemented the surplus raised funds with working capital, which complies with 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 Shenzhen Stock Exchange gem The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other relevant laws and regulations. It is agreed that the company will permanently supplement the working capital with the surplus raised funds.
5、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that this matter has been deliberated and approved by the board of directors of the company, the board of supervisors and independent directors have expressed their consent, and the decision-making process is legal and compliant. The company has fulfilled relevant procedures and complied with relevant provisions 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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies. The company will use the surplus raised funds to permanently supplement the working capital, which will help to improve the use efficiency of the raised funds, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
(there is no text on this page, which is the signature page of Guoyuan Securities Company Limited(000728) opinions on the verification of Guochuang Software Co.Ltd(300520) part of the raised capital investment projects and the permanent supplement of the surplus raised capital to the working capital)
Financial advisor sponsor:
Gao calligraphy Jiang Yihong
Li Yuan, Niu Haizhou
Guoyuan Securities Company Limited(000728) March 23, 2022
