Special verification opinions on the deposit and actual use of raised funds in Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) 2021 Gf Securities Co.Ltd(000776) (hereinafter referred to as ” Gf Securities Co.Ltd(000776) ” or “sponsor”) as the sponsor of initial public offering and listing of Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) (hereinafter referred to as ” Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) ” or “company”), In accordance with the measures for the administration of securities issuance and listing recommendation business (revised in 2020), the stock listing rules of Shanghai Stock Exchange (revised in January 2022), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), and the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other relevant laws In accordance with the provisions of laws and regulations and normative documents, the deposit and use of raised funds in Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) 2021 have been carefully and specially verified. The specific verification conditions are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and availability of funds
According to the resolution of the seventh meeting of the second board of directors in 2015 held on October 30, 2015 and the resolution of the third extraordinary general meeting of shareholders in 2015 held on November 15, 2015, the proposal on the company’s application for initial public offering of RMB common shares (A shares) and listing, With the approval of the reply on approving Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) initial public offering of shares (zjxk [2017] No. 1103) issued by China Securities Regulatory Commission on July 3, 2017, the company is approved to issue no more than 31037867 new shares. The company will issue 31037867 ordinary shares (par value 1 yuan per share) to the public. The issuance method is the combination of offline inquiry and placement to the inquiry object and online market value subscription and issuance, and the issuance price per share is 29.36 yuan. The total amount of funds actually raised is 91127177512 yuan, after deducting various issuance expenses of 6884610900 yuan (excluding tax), the net amount of funds actually raised is 84242566612 yuan. All the above raised funds were received on August 3, 2017. The availability of raised funds was verified by Lixin Certified Public Accountants (special general partnership), and the capital verification report (xksbz [2017] No. za15735) was issued on August 4, 2017.
(II) use and balance of raised funds
As of December 31, 2021, the balance of raised funds was 4736040858 yuan. The details are as follows:
Project amount (yuan) remarks
Net proceeds 84242566612
Plus: interest income 106778165
Plus: interest income from idle raised funds to purchase bank financial products 836594472
Less: expenditure of raised investment projects 47864464640
Less: replacement of raised funds 32581412535
Less: 0.00 yuan for idle raised funds to purchase bank financial products
Less: handling fee expense 4021216
The balance of the special account for raised funds is 4736040858
2、 Management and deposit of raised funds
(I) management of raised funds
In order to strengthen and standardize the management of the raised funds, improve the efficiency of the use of funds and safeguard the legitimate interests of shareholders, the company manages the raised funds in strict accordance 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 (revised in 2022) of the CSRC and the guidelines for the self discipline supervision of listed companies on the Shanghai Stock Exchange No. 1 – standardized operation, The management system of Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) raised funds has been formulated. According to the requirements of the management system and in combination with the business needs, the company implements the management of special account storage and special use of the raised funds.
According to the relevant regulations on the management of raised funds, the company implements a special account for the storage of raised funds, establishes a special account for the use of raised funds in the bank, and signs a tripartite supervision agreement on the storage of raised funds with the deposit bank and the sponsor to strictly review and approve the use of raised funds, so as to ensure the special use of funds. As of December 31, 2021, the company has deposited and used the raised funds in accordance with the provisions of the tripartite supervision agreement on the storage of raised funds in the special account.
(II) storage of raised funds in special account
All the raised funds of the company are deposited in the special account approved by the board of directors (hereinafter referred to as the “special account for raised funds”) for centralized management. As of December 31, 2021, the deposits of the company’s raised funds in the special bank accounts are as follows:
Bank name account number initial deposit date initial deposit amount deadline balance storage method raised fund use item remarks
Industrial Bank Co.Ltd(601166) Guiyang Branch 602010100355979 August 3, 2017100013 Ping An Bank Co.Ltd(000001) 857462 current expansion of production scale project
Industrial Bank Co.Ltd(601166) Guiyang Branch 602010100357313 August 25, 20171000130 Shenzhen Nanshan Power Co.Ltd(000037) 76696389 current expansion of production scale project note 1
Bank Of Communications Co.Ltd(601328) Guizhou branch business department 521000103012017008993 August 3, 201738060 China Vanke Co.Ltd(000002) 36614 current expansion of production scale project
Bank Of Guiyang Co.Ltd(601997) Jinyang sub branch 13450120030 Sichuan Meifeng Chemical Industry Co.Ltd(000731) August 3, 20173671000000 998.51 current expansion of production scale project
Agricultural Bank Of China Limited(601288) Guiyang Xinhua sub branch 239920104 China Greatwall Securities Co.Ltd(002939) 7 August 3, 20173755000000 0.00 current comprehensive capacity improvement project
Agricultural Bank Of China Limited(601288) Guiyang Xinhua sub branch 239920104 Avary Holding (Shenzhen) Co.Limited(002938) 9 August 3, 2017156000 Midea Group Co.Ltd(000333) 426 current comprehensive capacity improvement project
Industrial And Commercial Bank Of China Limited(601398) Guiyang high tech Zone Science and technology sub branch 2402 Beijing Yanjing Brewery Co.Ltd(000729) 2 Hunan Valin Steel Co.Ltd(000932) 44 August 3, 201715553 Anhui Anke Biotechnology (Group)Co.Ltd(300009) 46677542 current comprehensive capacity improvement project
Industrial And Commercial Bank Of China Limited(601398) Guiyang high tech Zone Science and technology sub branch 2402 Beijing Yanjing Brewery Co.Ltd(000729) 2 Henan Shenhuo Coal&Power Co.Ltd(000933) 68 August 3, 20171252633 Shenzhen Kaifa Technology Co.Ltd(000021) 49610 current infrastructure guarantee project
Industrial And Commercial Bank Of China Limited(601398) Guiyang high tech Zone Science and technology sub branch 2402 Beijing Yanjing Brewery Co.Ltd(000729) 200093918 August 25, 201712526330000 27.01 current infrastructure support project note 2
Agricultural Bank Of China Limited(601288) Guiyang Xinhua sub branch 239920104 Ningbo Sunrise Elc Technology Co.Ltd(002937) 1 August 3, 2017233676066122772460 current supplementary working capital project
Industrial And Commercial Bank Of China Limited(601398) Guiyang Yunyan sub branch 2402000329006826962 August 3, 2017240000 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 875907 current repayment of bank loans
Agricultural Bank Of China Limited(601288) Guiyang Xinhua sub branch 239920104 Bank Of Zhengzhou Co.Ltd(002936) 3 August 3, 20171644798193338896 current intermediary fee item
Total 1084149948054736040858 note 3
Note 1: Industrial Bank Co.Ltd(601166) Guiyang Branch (Account No.: 602010100357313) initially deposited 10001300000 yuan, which is transferred from Industrial Bank Co.Ltd(601166) Guiyang Branch (Account No.: 602010100355979), and belongs to the project of expanding production scale.
Note 2: Industrial And Commercial Bank Of China Limited(601398) Guiyang high tech Zone Science and technology sub branch (Account No.: 2402 Beijing Yanjing Brewery Co.Ltd(000729) 200093918) initially deposited 12526330000 yuan, which is transferred from Industrial And Commercial Bank Of China Limited(601398) Guiyang high tech Zone Science and technology sub branch (Account No.: 2402 Beijing Yanjing Brewery Co.Ltd(000729) 2 Henan Shenhuo Coal&Power Co.Ltd(000933) 68), and belongs to infrastructure guarantee project.
Note 3: the initial deposit amount of the special account for raised funds is 108414994805 yuan, and the net amount of raised funds is 84242566612 yuan. The difference between the two is 2417248193 yuan, which is composed of 1644798193 yuan appropriated and transferred from note 1 and note 2 and 1644798193 yuan paid by Agricultural Bank Of China Limited(601288) Guiyang Xinhua sub branch (Account No.: 2399200104 Bank Of Zhengzhou Co.Ltd(002936) 3).
3、 Actual use of raised funds this year
(I) comparison table of use of raised funds
Attached table I: comparison of the use of raised funds in 2021
(II) changes in the implementation subject and implementation mode of the project invested with raised funds
In 2021, the company did not change the implementation subject and implementation mode of the projects invested with raised funds. (III) early investment and replacement of raised investment projects
In 2021, there was no early investment and replacement of raised investment projects in the company.
(IV) temporary replenishment of working capital with idle raised funds
In 2021, the company did not temporarily supplement working capital with idle raised funds.
(V) cash management of idle raised funds and investment in related products
At the second meeting of the Fourth Board of directors held on August 23, 2019, the company deliberated and approved the proposal on using part of the temporarily idle raised funds for cash management, and agreed that the company would use the temporarily idle raised funds of no more than 50 million yuan for cash management without affecting the construction and normal production and operation of the investment projects of the raised funds. Except that the company will deposit in the form of call deposit, agreement deposit, time deposit or structural deposit for ready use (the amount and term depend on the situation), the company has high investment security, good liquidity, short-term (no more than one year) principal guaranteed financial products of banks and non bank financial institutions, and the issuer of the products can provide Principal Guaranteed commitment. The amount can be recycled and used within one year from the date of deliberation and approval by the board of directors. The cash management of raised funds shall be returned to the special account for raised funds upon expiration. At the same time, the board of directors authorized the general manager and legal representative to finalize and sign relevant implementation agreements and other documents, and authorized the chief financial officer of the company to handle various matters related to this proposal. The authorization period shall be valid within one year from the date of deliberation and approval by the board of directors. The independent directors of the company expressed their independent opinions. To the sponsor
