Zhongtai Securities Co.Ltd(600918)
Verification opinions on the deposit and use of raised funds in Shantui Construction Machinery Co.Ltd(000680) 2021
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” or “sponsor”) as a sponsor of Shantui Construction Machinery Co.Ltd(000680) (hereinafter referred to as ” Shantui Construction Machinery Co.Ltd(000680) ” or “company”) non-public offering of shares in 2020, 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 guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, Zhongtai Securities Co.Ltd(600918) conducted special verification on the deposit and use of raised funds in Shantui Construction Machinery Co.Ltd(000680) 2021, and the verification opinions are as follows: I. Basic information of raised funds
(I) actual amount of raised funds and availability of funds
According to the reply on the approval of Shantui Construction Machinery Co.Ltd(000680) non-public Development Bank shares (zjxk [2021] No. 888) approved and issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the company privately issued no more than 236705601 new shares. The actual number of shares issued this time was 236705601, with a par value of 1 yuan per share and an issue price of 2.88 yuan per share, raising a total of 68171213088 yuan, After deducting the total issuance expenses of 397768881 yuan (excluding value-added tax) such as recommendation and underwriting fees, audit and capital verification fees related to this issuance, the net amount of funds actually raised by the company in this non-public offering is 67773444207 yuan. All the above funds were paid in on April 15, 2021, and have been verified by the capital verification report “Daxin Yan Zi [2021] No. Eve Energy Co.Ltd(300014) ” issued by Daxin Certified Public Accountants (special general partnership).
(II) use and balance of raised funds
1. As of December 31, 2021, the company has invested 26840070861 yuan in the investment projects with raised funds, all of which are invested in the investment projects with raised funds after the raised funds are in place, all of which are used in 2021.
According to the proposal on using bank acceptance bills to pay the funds of raised investment projects and replace them with the raised funds, the company used bank acceptance bills (including endorsement transfer) to pay the raised investment projects and replaced 3135247607 yuan with the raised funds in 2021.
2. In 2021, the net amount of interest income from the special account for raised funds after deducting handling fees was 504078491 yuan. As of December 31, 2021, the balance of the company’s unused raised funds was RMB 41437451837 (including interest income and handling charges), and the balance of the raised funds account was RMB 41437451837 (including interest income and handling charges).
2、 Deposit and management of raised funds
In order to standardize the management and use of raised funds and protect the interests of investors, In accordance with relevant laws and regulations 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 (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the provisions of the company’s system for the management and use of raised funds, in April 2021, The company and the sponsor Zhongtai Securities Co.Ltd(600918) Co., Ltd. signed the tripartite supervision agreement on raised funds with China Construction Bank Corporation(601939) Jining Branch, Industrial And Commercial Bank Of China Limited(601398) Jining branch and Industrial Bank Co.Ltd(601166) Jining branch respectively. There is no significant difference between the tripartite regulatory agreement and the model tripartite regulatory agreement of Shenzhen Stock Exchange, and the tripartite regulatory agreement has been effectively implemented.
As of December 31, 2021, the company’s special account for raised funds and its balance are as follows:
Account balance of account opening subject, account opening bank account number as of December 31, 2021 (yuan)
Shantui engineering Industrial And Commercial Bank Of China Limited(601398) Jining Branch 1608001429200431 Wuxi Shangji Automation Co.Ltd(603185) 90913718 Machinery Co., Ltd. Jining Branch of China Construction Bank Co., Ltd. 370501683908 Shenzhen Quanxinhao Co.Ltd(000007) 5022846502985
Co., Ltd. Industrial Bank Co.Ltd(601166) Jining Branch 3765100100549582351.34
Total 41437451837
3、 Actual use of raised funds this year
(I) use of funds for investment projects with raised funds
As of December 31, 2021, the company has paid 26840070861 yuan for projects invested with raised funds, as follows:
No. project name cumulative payment of raised funds (yuan) investment in 2021 (yuan)
1. Repayment of bank loans and supplement of working capital 2327473225123274732251
2 high end high horsepower bulldozer industrialization project 35653386103565338610
Total 26840070861
See the attached table: comparison table of the use of raised funds for the use of raised funds in investment projects.
(II) changes in the place and mode of implementation of the project invested with raised funds
During the reporting period, the company did not change the implementation location and implementation mode of the projects invested with raised funds. (III) advance investment and replacement of investment projects with raised funds
During the reporting period, the company has no advance investment and replacement of investment projects with raised funds.
(IV) temporary replenishment of working capital with idle raised funds
During the reporting period, the company did not temporarily supplement working capital with idle raised funds.
(V) cash management with idle raised funds
During the reporting period, the company did not use idle raised funds for cash management.
(VI) use of surplus raised funds
The construction of the company’s investment projects with raised funds has not been completed, and there is no surplus of raised funds.
(VII) use of over raised funds
During the reporting period, the company did not use the over raised funds.
(VIII) purpose and destination of unused raised funds
The remaining amount is used for the payment of raised investment projects, deposit the special account for raised funds and some temporarily idle raised funds to purchase financial products of commercial banks.
4、 Change the use of funds for investment projects with raised funds
During the reporting period, the company did not change the investment projects of raised funds.
5、 Problems in the use and disclosure of raised funds
In 2021, the use of the company’s raised funds was disclosed in a timely, true, accurate and complete manner. The storage, use, management and disclosure of the raised funds met the provisions of relevant laws and regulations.
6、 Audit opinions of Accountants on the special report on the annual storage and actual use of raised funds
Daxin Certified Public Accountants (special general partnership) conducted a special audit on Shantui Construction Machinery Co.Ltd(000680) the special report on the storage and use of raised funds in 2021 and issued the assurance report on the annual storage and use of raised funds. According to the report, Shantui Construction Machinery Co.Ltd(000680) the above special report on the annual deposit and use of raised funds has been prepared in accordance with 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), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board issued by Shenzhen Stock Exchange and the relevant format guidelines, It truthfully reflects the actual deposit and use of the raised funds in Shantui Construction Machinery Co.Ltd(000680) 2021 in all major aspects.
7、 Main verification work of the recommendation institution
In 2021, the sponsor representative checked the deposit and use of the funds raised by Shantui Construction Machinery Co.Ltd(000680) non-public offering of shares and the implementation of the investment projects with the funds raised through various ways. The main verification contents include: consulting the bank statement of the company’s raised funds, the standing book of raised funds, the original voucher for the use of raised funds and other materials, and communicating with relevant personnel of the company.
8、 Verification opinions of the recommendation institution
After verification, The sponsor believes that: Shantui Construction Machinery Co.Ltd(000680) the deposit and use of raised funds in 2021 comply with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), and the stock listing rules of Shenzhen Stock Exchange (revised in 2022) In accordance with the requirements of relevant laws, regulations and provisions such as the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, the company’s system for the management and use of raised funds and other relevant laws, regulations and provisions, the raised funds have been deposited and used in a special account, and there is no situation of changing the purpose of raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of raised funds.
Attached table: comparison table of use of raised funds
Unit: 10000 yuan
The total amount of raised funds (excluding issuance fees) is 6777344, and the total amount of raised funds invested in this year is 2684007
Total amount of raised funds changed during the reporting period 0
The cumulative total amount of raised funds for changing purposes is 0. The cumulative total amount of raised funds invested is 2684007. The proportion of the cumulative total amount of raised funds for changing purposes is 0
Whether the committed investment items have been changed and whether the raised funds have reached the expected project feasibility goal in the current year by the end of the period and the total amount of over raised projects (including the cumulative investment degree (%) of the investment in the current year after the adjustment of the Ministry’s committed investment) (3) = (2) whether the actual daily availability of the available state has been changed (1) Input amount (2) / (1) expected significant change in current period
Committed investment projects
High end high horsepower discomfort
Bulldozer industry no 44 Guangzhou Baiyun International Airport Company Limited(600004) 46 China Tianying Inc(000035) 6534356534 7.99 end of April 2023 – no
Chemical project
Discomfort in repaying bank borrowings
Payment and supplementary flow 2357121231734423274732327473 100.44 (note) — no
Movable funds
