Zhongtai Securities Co.Ltd(600918)
About Shantui Construction Machinery Co.Ltd(000680)
Verification opinions on the use of letter of guarantee, letter of credit and foreign exchange to pay part of the funds invested by raising funds and replace them with the raised funds in the same amount
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, According to the regulations of Shenzhen Stock Exchange No. 2022 on the regulatory requirements for the issuance and use of listed companies and other regulatory documents of listed companies, Shantui Construction Machinery Co.Ltd(000680) made careful verification on the payment of part of the funds invested by raising funds by means of letter of guarantee, letter of credit and foreign exchange, and replaced the same amount with the raised funds, and issued this verification opinion. The specific verification conditions are as follows:
1、 Basic information of raised funds
According to the reply on approving Shantui Construction Machinery Co.Ltd(000680) non-public offering of shares (zjxk [2021] No. 888) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company is approved to issue no more than 236705601 new shares in a non-public manner.
On April 15, 2021, the company actually issued 236705601 A shares of RMB common stock to the issuing object. The issuing price was 2.88 yuan per share, and the total amount of funds raised was 68171213088 yuan. After deducting the total amount of relevant issuance expenses of 397768881 yuan (excluding tax), the net amount of funds actually raised was 67773444207 yuan. The availability of the above funds has also 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) (hereinafter referred to as “Daxin certified public accountants”).
All the above raised funds have been deposited in the company’s special account for raised funds, and the storage, management and use of raised funds comply with the company’s system for the management and use of raised funds and the provisions and requirements of relevant securities regulatory laws and regulations.
According to the investment projects of funds raised from non-public offering of shares disclosed in the Shantui Construction Machinery Co.Ltd(000680) 2020 non-public Development Bank A-share stock plan, the net amount of funds raised after deducting the issuance expenses will be used for the following projects:
No. project name total investment amount proposed to be invested in raised funds
1 high end high horsepower bulldozer industrialization project 4888 Shenzhen Kingdom Sci-Tech.Ltd(600446) 0000
2 supplement working capital and repay bank loans 23571212317344
Total 72457216777344
2、 The company uses letter of guarantee, letter of credit, foreign exchange and other means to pay the funds required for the raised investment project and replace it with the raised funds in the same amount
In order to improve the use efficiency of the raised funds, the company will pay part of the funds of the raised investment projects by means of letter of guarantee, letter of credit and foreign exchange funds according to the actual situation during the implementation of the raised investment projects, summarize them on a monthly basis, and regularly transfer the equivalent amount of RMB from the corresponding special account of raised funds to the company’s own fund account. The specific operation process is as follows:
1. According to the implementation of the raised investment project, the relevant departments shall seek the opinions of the financial department before signing the contract, confirm that the payment can be made by means of letter of guarantee, letter of credit and foreign exchange funds, and sign the relevant contract after performing the corresponding approval procedures.
2. When making specific payment, the project implementation Department of the company shall fill in the payment application form according to the progress of relevant equipment, material procurement and infrastructure construction of the company’s raised investment projects, and indicate that the payment method is letter of guarantee, letter of credit and foreign exchange. The corresponding approval procedures shall be performed in accordance with the provisions of the company’s management and use system of raised funds, and the financial department shall handle letter of guarantee, letter of credit and foreign exchange according to the approved payment application form Payment procedures by letter of credit and foreign exchange.
3. The financial department shall establish a detailed account, count the funds of the raised investment projects paid by means of letter of guarantee, letter of credit and foreign exchange one by one, summarize and prepare the capital details of the raised investment projects paid by means of letter of guarantee, letter of credit and foreign exchange on a monthly basis (the foreign exchange payment shall be converted into RMB according to the central foreign exchange rate of RMB against the foreign currency published by the people’s Bank of China on the date of payment), and submit it to the recommendation institution and the recommendation representative at the same time.
4. The financial department shall, in accordance with the relevant examination and approval procedures for the payment of raised funds, transfer the equivalent amount of RMB used in the raised investment project paid in advance by means of letter of guarantee, letter of credit and foreign exchange from the raised fund account to the company’s own fund account, and notify the recommendation institution and the recommendation representative.
5. The recommendation institution and the recommendation representative have the right to take on-site inspection, written inquiry and other means to regularly or irregularly supervise the company’s use of letters of credit and foreign exchange to pay the funds of raised projects and replace them with the raised funds in the same amount. The company and the supervision Bank of the special account for raised funds shall cooperate with the investigation and inquiry of the recommendation institution. 3、 Impact on the company
During the implementation of the raised investment project, the company uses letter of guarantee, letter of credit, foreign exchange and other methods to pay the funds required for the raised investment project according to the actual situation, and carries out equal replacement with the raised funds, which is conducive to reasonably improving the payment method of the raised investment project, improving the use efficiency of the raised funds, in line with the interests of the company and shareholders, and does not affect the normal implementation of the raised investment project of the company, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. 4、 Review procedures and relevant opinions for implementation
(I) deliberations of the board of directors
On March 28, 2022, the 15th meeting of the 10th board of directors of the company deliberated and adopted the proposal on using letter of guarantee, letter of credit and foreign exchange to pay the funds raised for investment projects and replace them with the raised funds in the same amount.
(II) deliberation of the board of supervisors
On March 28, 2022, the 15th meeting of the 10th board of supervisors of the company deliberated and adopted the proposal on using letter of guarantee, letter of credit and foreign exchange to pay the funds raised for investment projects and replace them with the raised funds in the same amount. The board of supervisors believes that the company’s use of letter of guarantee, letter of credit and foreign exchange to pay for the investment projects with raised funds and replace them with the same amount of raised funds is conducive to improving the use efficiency of raised funds and promoting the implementation plan of raised investment projects, which is in line with the interests of the company and shareholders, does not affect the normal implementation of the company’s raised investment projects, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders.
It is agreed that the company will use letter of guarantee, letter of credit and foreign exchange to pay the funds raised for the investment projects and replace them with the raised funds in the same amount during the implementation of the raised investment projects.
(III) opinions of independent directors
Independent directors believe that:
The company shall use letter of guarantee, letter of credit and foreign exchange to pay the investment project funds of the raised funds and replace them with the raised funds in the same amount, It complies with the 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 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 relevant requirements of the company’s system for the management and use of raised funds, and has fulfilled the necessary approval procedures. The purpose of the company to use letter of guarantee, letter of credit and foreign exchange to pay for the investment projects with raised funds and replace them with the same amount of raised funds is to speed up the smooth implementation of the investment projects with raised funds, meet the development needs of the company, improve the use efficiency of raised funds and promote the implementation plan of the investment projects with raised funds, which will not affect the normal operation of the company’s investment projects with raised funds, nor change the investment direction of raised funds in a disguised manner and damage the interests of shareholders. To sum up, the independent directors unanimously agreed that the company should use letter of guarantee, letter of credit and foreign exchange to pay for the raised investment projects and replace them with the raised funds in the same amount.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that Shantui Construction Machinery Co.Ltd(000680) using letter of guarantee, letter of credit and foreign exchange to pay for the investment projects with raised funds and replacing the same amount with the raised funds will help to improve the use efficiency of raised funds and reduce the use cost of funds, which is in line with the interests of the company’s shareholders and the majority of investors and will not affect the normal progress of the company’s investment projects with raised funds, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. At the same time, the company has formulated corresponding operation procedures for this purpose. This matter has been deliberated and approved at the 15th meeting of the 10th board of directors and the 15th meeting of the 10th board of supervisors. The independent directors have issued clear consent opinions and fulfilled the necessary approval procedures, Comply with laws, regulations and relevant provisions such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, guidelines for the self regulatory supervision of listed companies No. 1 of Shenzhen Stock Exchange – standardized operation of listed companies on the main board, and the company’s system for the management and use of raised funds.
To sum up, the sponsor has no objection to the company’s use of letter of guarantee, letter of credit and foreign exchange to pay the funds raised for investment projects and replace them with the raised funds in the same amount.
(there is no text on this page, which is the signature page of Zhongtai Securities Co.Ltd(600918) verification opinions on Shantui Construction Machinery Co.Ltd(000680) using letter of guarantee, letter of credit and foreign exchange to pay the funds invested by the raised funds and replace them with the raised funds in the same amount) sponsor representative:
Yin Guangjie, Lu Wei
Zhongtai Securities Co.Ltd(600918) March 28, 2022
