Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About Shenzhen Institute Of Building Research Co.Ltd(300675)
Special verification opinions on the deposit and use of raised funds in 2021
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as ” Shenwan Hongyuan Group Co.Ltd(000166) underwriting and recommendation” or “recommendation institution”) is a recommendation institution for Shenzhen Institute Of Building Research Co.Ltd(300675) (hereinafter referred to as ” Shenzhen Institute Of Building Research Co.Ltd(300675) ” or “company”) to issue shares to the public for the first time and list on the gem, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies No. 2 – standardized operation of listed companies on the gem, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, The deposit and actual use of the raised funds in Shenzhen Institute Of Building Research Co.Ltd(300675) 2021 have been verified, and the verification is reported as follows:
1、 Basic information of raised funds
With the approval of “zjxk [2017] No. 1028” document of China Securities Regulatory Commission, the company publicly issued 36666700 ordinary shares in RMB, with a par value of 1 yuan per share and an issue price of 3.66 yuan per share. As verified by the capital verification report “xksbz [2017] No. zi10642” issued by Lixin certified public accountants, as of July 11, 2017, the company had raised a total of 13420012200 yuan of monetary funds. After deducting 2680250000 yuan of issuance related expenses, the net amount of funds actually raised was 10739762200 yuan, and there was no over raised funds.
As of December 31, 2021, the company has invested 9411577333 yuan in the raised fund projects, of which: the company invested 4819443082 yuan in the raised fund projects with its own funds in advance before the raised funds are in place. The self raised funds have been confirmed by the assurance report “Xin Kuai Shi Bao Zi [2017] No. 10675” issued by Lixin Certified Public Accountants (special general partnership).
As of December 31, 2021, the use amount and balance of the company’s raised funds are as follows:
Unit: Yuan
Project amount
Actual funds raised on July 11, 2017: 13420012200
Less: issuance fee 2680250000
Net funds raised on July 11, 2017: 10739762200
Project amount
Less: replacement of self raised funds invested in raised funds projects in advance 4819443082
Less: 3822534832 used in previous years
Plus: deposit interest income of previous years minus bank service charge 38881195
Plus: investment income of cash management products in previous years 279192606
Less: 559278 yuan transferred out from the closing balance of the special account for raised funds
Net funds raised at the beginning of the year: 2415298809
Minus: purchase of bank cash management products with temporarily idle raised funds by 2100000000 plus: Redemption of bank cash management products with idle raised funds by 2100000000 minus: use of 769599419 in 2021 plus: deposit interest income in 2021 minus payment of bank handling charges 3342091 plus: cash flow in 2021 Investment income of gold management products 35023003
The balance of raised funds on December 31, 2021 was 1684064484
As of August 2017, all the pre investment has been replaced.
2、 Management and deposit of raised funds
(I) management of raised funds
In order to regulate the management and use of the raised funds and protect the rights and interests of investors, the company complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws, administrative regulations, departmental rules and regulations and the articles of association, In combination with the actual situation of the company, the management measures for the use of the company’s raised funds were formulated and approved by the third extraordinary general meeting of shareholders in 2017.
The company together with the sponsor signed the tripartite supervision agreement on raised funds with China Merchants Bank Co.Ltd(600036) Shenzhen Meilin sub branch and Bank Of Communications Co.Ltd(601328) Shenzhen Nanshan sub branch in August 2017. If the company withdraws more than 10 million yuan from the deposit account of raised funds at one time or within 12 months, the company and the bank shall notify the sponsor representative in writing and provide the expenditure list of the special account; At the same time, authorized by the board of directors of the company, the sponsor representative can inquire the information of the special account for raised funds at the commercial bank that has opened the special account for raised funds at any time as needed.
(II) storage of raised funds in special account
As of December 31, 2021, the storage of the company’s raised funds is listed as follows:
Unit: Yuan
Deposit type Bank Of Communications Co.Ltd(601328) Co., Ltd. 44306605801170628017246988 Ping An Bank Co.Ltd(000001) 684064484 current division Shenzhen Nanshan sub branch
China Merchants Bank Co.Ltd(600036) Co., Ltd. 7559167151102031245815974 has been used up and has been closed to Shenzhen Meilin sub branch of current department
China Merchants Bank Co.Ltd(600036) Co., Ltd. 755916715110402 Shanghai Emperor Of Cleaning Hi-Tech Co.Ltd(603200) 0000 has been used up and has been closed to Shenzhen Meilin sub branch of current department
Total 119766159741684064484
The initial deposit amount includes the issuance fee of RMB 1236853774 that has not been deducted
3、 Actual use of raised funds in 2021
(I) use of funds for investment projects with raised funds
Article 18 of the administrative measures for the use of raised funds of the company “The company shall comprehensively check the progress of the raised investment project after the end of each half year. If the difference between the annual actual use of the raised funds of the raised investment project and the latest disclosed investment plan exceeds 30%, the company shall adjust the investment plan of the raised investment project, and disclose the latest annual investment plan of the raised funds, the current actual investment progress, the adjusted expected annual investment plan and the investment plan in the special report on the annual use of the raised funds Reasons for changes in capital plan, etc. According to the company’s prospectus, the construction period of the “online operation platform and LOHAS system construction project” is planned to be one year, and some self-developed systems need to be completed within three years. The total committed investment of the raised funds of the project is 46.988 million yuan. As of December 31, 2021, the cumulative investment is 33.582 million yuan, with a progress rate of 71.47%. See attached table 1 for the comparison table of the use of raised funds.
“Online operation platform and LOHAS system construction project” aims to build an information management system through the Internet and big data technology, improve the internal management efficiency of the company, support the innovation of the company’s business model, expand the business Wuxi Online Offline Communication Information Technology Co.Ltd(300959) integrated operation, and improve the overall competitiveness of the company in the architectural design consulting market. The original disclosure date of the project is expected to be December 31, 2021. However, in the process of project implementation, considering the following factors, the implementation progress is delayed compared with the original plan:
The development and construction platform of the company’s fund-raising project has been put into use and entered the stage of operation and maintenance. All business development and daily management activities of the group headquarters and wholly-owned subsidiaries are operated online, and the raised investment projects strongly support the improvement of the company’s management efficiency.
At the same time, with the continuous promotion of the company’s “14th five year plan” development strategic planning and “demonstration action of scientific reform”, a series of changes are being carried out in the company’s organizational structure, human resources, scientific research and innovation. Considering that it will take some time for the gradual implementation of relevant key strategic measures and the all-round upgrading and deployment of IT hardware equipment, in order to avoid the repeated construction of the system affecting the fund use efficiency and shareholders’ interests, the company will make certain adjustments to the implementation plan of the raised investment project, reserve certain implementation space and funds for the expansion, iteration and upgrading of the raised investment project, and continue to promote the remaining work of the raised investment project after the relevant strategic measures are further formed, Better coordinate with the company’s strategic layout in terms of construction timing; At the same time, grasp the new opportunities brought by the rise of cutting-edge technologies, optimize the scheme of hardware equipment upgrading and relevant system integration iteration, and ensure that the construction results of raised investment projects can better meet the medium and long-term development needs of the company.
Based on the above factors, the company prudently decided to adjust the schedule of “online operation platform and LOHAS system construction project” and extend the project implementation period to April 30, 2022. The plan adjustment proposal during the investment implementation period shall continue to be implemented after being submitted to the board of directors of the company for deliberation and approval.
(II) changes in the place and mode of implementation of the project invested with raised funds
The company does not have any change in the implementation location and implementation mode of the projects invested with raised funds.
(III) advance investment and replacement of investment projects with raised funds
According to the relevant provisions of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the relevant instructions of the company prospectus, the company decided to replace the funds invested in the project with the raised funds in advance. The details of the funds are as follows:
Unit: RMB
No. project name self raised funds pre invested raised investment project amount current replacement amount
1. Low carbon upgrading and operation (DOT) project of Shanghai Piano Factory
2 construction project of online operation platform and LOHAS system 487359115
3 low carbon building research and community service experimental base project
Total 4819443082
The above data have been specially reviewed by Lixin Certified Public Accountants (special general partnership) and issued the special review report on Shenzhen Institute Of Building Research Co.Ltd(300675) raised fund replacement (xksbz [2017] No. 10675).
The above replacement is limited to the replacement of self raised funds invested in advance, and the replacement time of raised funds is less than 6 months from the arrival time of raised funds (July 19, 2017). The exchange of raised funds complies with the requirements of 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 guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the relevant arrangements of the issuance application documents, and does not affect the normal progress of the investment plan of raised funds, nor does it change the purpose of raised funds in a disguised manner.
(IV) temporary replenishment of working capital with idle raised funds
The company does not temporarily supplement working capital with idle raised funds.
(V) use of surplus raised funds
The company does not invest the raised funds
