About Anhui Transport Consulting & Design Institute Co.Ltd(603357)
Special verification opinions on the deposit and use of raised funds in 2021
Guoyuan Securities Company Limited(000728) (hereinafter referred to as " Guoyuan Securities Company Limited(000728) " or "recommendation institution") as the recommendation institution of Anhui Transport Consulting & Design Institute Co.Ltd(603357) (hereinafter referred to as " Anhui Transport Consulting & Design Institute Co.Ltd(603357) " or "company") for initial public offering of shares, in accordance with the administrative measures for recommendation business of securities issuance and listing and the stock listing rules 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 measures for the management of funds raised by listed companies of Shanghai Stock Exchange (revised in 2013) and other relevant provisions have carefully verified the deposit and use of Anhui Transport Consulting & Design Institute Co.Ltd(603357) raised funds in 2021, and issued the following verification opinions:
1、 Basic information of raised funds
With the approval of the reply on the approval of Anhui Transport Consulting & Design Institute Co.Ltd(603357) initial public offering of shares (zjxk [2017] No. 1163) issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), Anhui Transport Consulting & Design Institute Co.Ltd(603357) publicly issued 81.2 million RMB ordinary shares to the public, with an issue price of RMB 10.44 per share, a total amount of 847728 million yuan of funds to be raised, after deducting the issue expenses of RMB 508071 million, The net amount of funds actually raised was 7969209 million yuan. All the funds raised in this offering have been received in August 2017 and have been verified in the capital verification report of Huapu Tianjian Certified Public Accountants (special general partnership) hyz [2017] No. 4846.
2、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use, and protect the rights and interests of investors, Anhui Transport Consulting & Design Institute Co.Ltd(603357) in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shanghai Stock Exchange, the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) and other relevant laws, regulations and normative documents, In combination with the actual situation of the company, the management measures for raised funds (hereinafter referred to as the management measures) are formulated. According to the management measures, the company implements a special account for the raised funds and establishes a special account for the raised funds in the bank.
Anhui Transport Consulting & Design Institute Co.Ltd(603357) set up special fund-raising accounts in Agricultural Bank Of China Limited(601288) Anhui Branch (hereinafter referred to as "ABC Anhui branch"), Industrial Bank Co.Ltd(601166) Hefei Shouchun road sub branch (hereinafter referred to as " Industrial Bank Co.Ltd(601166) Shouchun road sub branch") and Shanghai Pudong Development Bank Co.Ltd(600000) Tongcheng road sub branch of Hefei Branch (hereinafter referred to as " Shanghai Pudong Development Bank Co.Ltd(600000) Tongcheng road sub branch"), And signed the tripartite supervision agreement on raised funds with Guoyuan Securities Company Limited(000728) and the above-mentioned banks on August 22, 2017.
On January 29, 2019, Anhui Transport Consulting & Design Institute Co.Ltd(603357) the first extraordinary general meeting of shareholders in 2019 deliberated and approved the proposal on changing some investment projects with raised funds. The change mainly combined with the latest actual needs of the company, made specific construction plans for the original three projects of "improving the company's production capacity construction project", "improving the company's research and development capacity construction project" and "marketing and service network construction project" The composition details and the investment amount of the raised funds in each project are adjusted, and the "business layout equity investment project" is added. On June 25, 2019, for the newly added "business layout equity investment project", Anhui Transport Consulting & Design Institute Co.Ltd(603357) and the recommendation institution and special account storage bank China Citic Bank Corporation Limited(601998) Hefei Branch (hereinafter referred to as " China Citic Bank Corporation Limited(601998) Hefei Branch") signed the four party supervision agreement on the special account storage of raised funds with Gansu Tiancheng road and Bridge Survey and Design Co., Ltd. and Sichuan tianshe Transportation Technology Co., Ltd., the main body of the project.
There is no significant difference between the above agreement and the model regulatory agreement of Shanghai Stock Exchange, and the regulatory agreement has been effectively implemented.
(II) storage of raised funds in special account
As of December 31, 2021, Anhui Transport Consulting & Design Institute Co.Ltd(603357) raised funds have been deposited in the special account as follows:
Unit: 10000 yuan
Bank name bank account balance
ABC Anhui Branch 1208900104 Zhejiang Southeast Space Frame Co.Ltd(002135) 612903.33
Shanghai Pudong Development Bank Co.Ltd(600000) Tongcheng road sub branch 580500788016 China Vanke Co.Ltd(000002) 92178.40
Industrial Bank Co.Ltd(601166) Shouchun road sub branch 4990201001 Shenzhen Hemei Group Co.Ltd(002356) 5513093.74
China Citic Bank Corporation Limited(601998) Hefei Branch 8112 Jiangsu Yangdian Science & Technology Co.Ltd(301012) 400521603 cancelled
China Citic Bank Corporation Limited(601998) Hefei Branch 8112 Jiangsu Yangdian Science & Technology Co.Ltd(301012) 200522924 cancelled
Total - 2817547
(III) early investment and replacement of raised investment projects
The sixth meeting of the second board of directors of the company deliberated and adopted the proposal on replacing self raised funds invested in raised investment projects with raised funds, In accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the verification report on Anhui Transport Consulting & Design Institute Co.Ltd(603357) pre investment of raised funds in investment projects with self raised funds (kzz [2017] No. 5035) issued by Huapu Tianjian Certified Public Accountants (special general partnership), it is agreed that the company will replace the self raised funds of pre invested raised projects with the raised funds of RMB 11.32 million. The company's independent directors, the board of supervisors and the recommendation institution have expressed clear consent.
The details of the company's replacement of self raised funds in advance with raised funds are as follows:
Unit: 10000 yuan
No. project name committed investment amount of raised funds self raised funds pre invested amount
1. Improve the company's production capacity construction project 2787340 543.85
2. Improve the company's R & D capacity construction project 1681610 534.57
3 marketing and service network construction project 1406050 53.58
Total 5875000113200
3、 Actual use and balance of raised funds in this year
In 2021, the use of the company's raised funds is as follows: (1) before the above-mentioned raised funds arrive, the company has invested 11.32 million yuan in the projects with raised funds. After the raised funds are in place, the company will replace 11.32 million yuan of self raised funds invested in the projects with raised funds in advance; (2) The direct investment in the project with raised investment fund is 556720800 yuan; (3) It is used to pay the bank service charge of fund transfer of raised investment projects of 13000 yuan.
In 2021, the company has used a total of 5680421 million yuan of raised funds. After deducting the accumulated used raised funds and the amount of using some idle raised funds for cash management to purchase bank financial products, the balance of raised funds is 2288787 million yuan, the accumulated interest income of the special account for raised funds is 52.876 million yuan (including financial income), and the total balance of the special account for raised funds on December 31, 2021 is 2817547 million yuan.
The specific use of the company's raised funds is shown in Schedule 1: comparison table of the use of raised funds in 2021. 4、 Change the use of funds for investment projects with raised funds
As of December 31, 2021, the specific use of funds for the company's change of investment projects with raised funds is shown in Schedule 2: change of investment projects with raised funds.
5、 Problems in the use and disclosure of raised funds
The company uses the raised funds in accordance with the provisions and requirements of relevant laws, regulations and normative documents, and timely discloses the use of the raised funds. There are no violations in the use and management of the raised funds.
6、 Assurance opinions of Accountants on the special report on the annual storage and use of raised funds
Rongcheng Certified Public Accountants (special general partnership) verified the 2021 special report on the annual storage and use of raised funds prepared by the Anhui Transport Consulting & Design Institute Co.Ltd(603357) board of directors, and issued the verification report on the storage and actual use of raised funds (Rongcheng zhuanzi [2022] No. 230z0919). According to the report, the 2021 special report on the deposit and actual use of raised funds prepared by the Anhui Transport Consulting & Design Institute Co.Ltd(603357) board of directors is prepared in all major aspects in accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the relevant provisions of the exchange, which fairly reflects the actual deposit and use of raised funds in Anhui Transport Consulting & Design Institute Co.Ltd(603357) 2021.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the deposit and use of the raised funds in Anhui Transport Consulting & Design Institute Co.Ltd(603357) 2021 comply with the administrative measures for the recommendation business of securities issuance and listing, the stock listing rules of Shanghai Stock Exchange, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, and the administrative measures for the raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) According to the requirements of Anhui Transport Consulting & Design Institute Co.Ltd(603357) raised funds management measures and other relevant regulations, the raised funds are deposited and used in a special account, and there is no violation of relevant laws and regulations.
Schedule 1:
Comparison table of use of raised funds in 2021
Unit: 10000 yuan
The total amount of raised funds is 7969209, and the total amount of raised funds invested in this year is 1397795
The total amount of raised funds with changed purposes is 523318
The proportion of the total raised funds with changed purposes has invested 5680421 6.57% of the total raised funds
The accumulative project feasible committed investment items of the changed items as of the end of the period, Including the adjusted investment of the raised funds after the change of the Department, the cumulative investment amount of the investment of the current year as of the end of the period and the total amount of the commitment investment of the project sub change commitment investment items whether the investment projects as of the end of the period reach the expected realization in the current year, the progress (%) of the commitment investment amount and the commitment investment amount (4) = daily benefit of available state, expected benefit changes significantly (if any) total amount of items (1) (2) difference (3) = (2) - (2) / (1) periodization
(1)
Improve company
The production capacity is -27873403358820335882011434802360666 -998154 7
