Zhongtian Guofu Securities Co., Ltd
About Shenzhen Minkave Technology Co.Ltd(300506)
Special verification opinions on the deposit and use of raised funds in 2021 Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as "Zhongtian Guofu" and "sponsor") as the sponsor of Shenzhen Minkave Technology Co.Ltd(300506) (hereinafter referred to as " Shenzhen Minkave Technology Co.Ltd(300506) " and "company") issuing shares to specific objects through simple procedures, 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, the administrative measures for the recommendation business of securities issuance and listing, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen stock exchange and other relevant provisions, the use of raised funds in Shenzhen Minkave Technology Co.Ltd(300506) 2021 was verified, Relevant verification conditions and verification opinions are as follows:
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
1. Funds raised by IPO in 2016
With the approval of the document "Zheng Jian FA FA Zi [2016] No. 391" of the China Securities Regulatory Commission, the company publicly issued 30 million RMB common shares (A shares) to the public in March 2016, with an issue price of 8.58 yuan per share and a total raised capital of 257400000000 yuan. After deducting the issuance fee of 3032870000 yuan, the actual net raised capital was 22707130000 yuan. The raised funds were in place on March 21, 2016. The above-mentioned special capital verification report of Guangdong Zhengye Certified Public Accountants (gzjz) (No. 1890246) is in place. The company has adopted special account storage management for the raised funds.
2. Funds raised from non-public offering of shares in 2018
Approved by the document "Zheng Jian FA FA Zi [2017] No. 2209" of China Securities Regulatory Commission, the company issued no more than 60 million new shares to specific objects in April 2018. According to the share subscription contract signed between the company and specific objects CCB Fund Management Co., Ltd., Golden Eagle Fund Management Co., Ltd., Cinda Aoyin Fund Management Co., Ltd. and Cheng Zongyu, the issuance price is 19.66 yuan / share, and the final issuance quantity is
44760935 shares, the total amount of funds raised is 8799998210 yuan, deducting the issuance expenses
After 1651663778 yuan, the net amount of funds actually raised was 86348334432 yuan. The raised funds have been
In place on April 26, 2018. The above funds have been approved by Guangdong Zhengzhong Zhujiang Certified Public Accountants (special)
Special general partnership) [2018] g18 Guangzhou Echom Sci.&Tech.Co.Ltd(002420) 050 capital verification report verification. The company takes measures to raise funds
Special account storage management.
3. In 2021, the company issued shares to specific objects to raise funds through simple procedures
With the approval of "zjxk [2021] No. 3838 document" of China Securities Regulatory Commission, the company
In December 2021, 4055079300 new shares were privately issued to specific objects. According to the company and specific
Like Byd Company Limited(002594) , CAITONG Fund Management Co., Ltd., Hunan light salt Venture Capital Management Co., Ltd
Division - Qingyan Zhixuan No. 18 private securities investment fund, UBS AG, Xingzheng Global Fund Management Co., Ltd
The share subscription agreement signed by Chen Chuanxing, Dong Weiguo, Lin Jintao, LV Qiang, Wang Chiping and Yu Haiheng
The price of the bank is 6.30 yuan, the final number of ordinary shares (A shares) is 4055079300 shares, and the total amount of raised funds is
RMB 25546999590, after deducting the issuance fee of 882070822, the actual net proceeds
The amount is 24664928768 yuan, and the raised funds have been in place on December 21, 2021. above
Capital in place by Rongcheng Certified Public Accountants (special general partnership) Rongcheng Yanzi [2021] 518z0211
Verification of capital verification report no. The company has adopted special account storage management for the raised funds.
(II) balance and use of raised funds
As of December 31, 2021, the use of the company's raised funds is as follows:
Unit: RMB
Plus: accumulated interest amount used in the current year
Income (including bank minus: previous years)
Net fund raised by the project (wealth management income) deduct the used amount and directly invest it into the permanent supplementary flow of the fund-raising and the temporary supplementary flow. The ending balance of the temporary supplementary flow excluding the net fund of handling charges and the dynamic fund of the project
forehead
First public
Issue 2270713 Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) 21704522755347045 ----
2018 non
Public offering 8634833443216617886586564339449613076156845410729 Csg Holding Co.Ltd(000012) 0000 China International Marine Containers (Group) Co.Ltd(000039) 83281749
2021 non
Public offering 24664928768168311 - 14638886569 -- 1 Dalian My Gym Education Technology Co.Ltd(002621) 0510
The accumulated funds raised from the company's initial public offering of shares are directly invested in the project
2275535 million yuan, including 1377821 million yuan of self raised funds that have been invested in the investment projects with raised funds in advance.
As of December 31, 2017, all the funds raised from the initial public offering of shares had been used up.
In 2021, the company's use of the funds raised by non-public offering of shares in 2018 was: 1307616 million yuan was directly invested in the fund-raising projects, 410729 million yuan of permanent supplementary working capital and 12 million yuan of temporary supplementary working assets. As of December 31, 2021, the accumulated funds raised from the non-public offering of shares of the company have been directly invested in the project, including RMB 787195500 of self raised funds, including RMB 143785100 of self raised funds that have been invested in the investment project with raised funds in advance. The balance of unused raised funds is 232149 million yuan, the net amount of accumulated interest income deducted from the special account for raised funds is 166179 million yuan, and the total balance of the special account for raised funds on December 31, 2021 is 398328 million yuan.
In 2021, the use of the raised funds issued by the company to specific objects through simple procedures in 2021 is as follows: (1) before the above raised funds are in place, as of December 24, 2021, the company has invested 309762 million yuan in the raised funds projects with self raised funds. After the raised funds are in place, the company replaces 309762 million yuan of self raised funds invested in the raised funds investment projects in advance with the raised funds; (2) 1154127 million yuan was directly invested in the project of raising funds. In 2021, the company used a total of 1463889 million yuan of raised funds. After deducting the accumulated used raised funds, the balance of raised funds was 1002604 million yuan, the accumulated interest income of the special account for raised funds deducting the net handling fee was 17 thousand yuan, and the balance of the special account for raised funds on December 31, 2021 was 1 Dalian My Gym Education Technology Co.Ltd(002621) million yuan.
2、 Deposit and management of raised funds
In accordance with relevant laws and regulations such as Shenzhen Stock Exchange GEM Listing Rules, 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 standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant laws and regulations, and following the principles of standardization, safety, efficiency and transparency, the company has formulated the measures for the management of raised funds to store, approve and The use, management and supervision have made clear provisions to ensure the standardized use of raised funds in the system.
1. Deposit and management of funds raised by initial public offering in 2016
According to the management system for raised funds, the company implemented a special account for the raised funds from the initial public offering of shares in 2016. On April 15, 2016, the company and the sponsor Hengtai Changcai Securities Co., Ltd. signed the tripartite supervision agreement for raised funds with Industrial And Commercial Bank Of China Limited(601398) Shenzhen Branch, China Construction Bank Corporation(601939) Shenzhen Shekou sub branch and Hua Xia Bank Co.Limited(600015) Shenzhen Buji sub branch respectively to implement strict approval procedures for the use of raised funds, To ensure that the special fund is used for special purpose.
On April 22, 2016, the sixth meeting of the second board of directors of the company deliberated and approved the proposal on using the raised funds to increase the capital of wholly-owned subsidiaries, which was invested by the company with the raised funds of 345813 million yuan from the initial public offering project "Lu'an Shenzhen Minkave Technology Co.Ltd(300506) Photoelectric Industrial park construction project". The company, Lu'an Shenzhen Minkave Technology Co.Ltd(300506) Photoelectric Technology Co., Ltd., Hengtai Changcai Securities Co., Ltd., the sponsor, and China Construction Bank Corporation(601939) Shenzhen Shekou sub branch signed the four party supervision agreement for raised funds.
On September 29, 2016, the company held the ninth meeting of the second board of directors and the fourth extraordinary general meeting of shareholders in 2016 on October 18, 2016, which deliberated and approved the plan for non-public offering of shares, and decided to hire Sinolink Securities Co.Ltd(600109) as the sponsor of the non-public offering of shares, and Sinolink Securities Co.Ltd(600109) undertake the continuous supervision of the company's initial public offering of shares in 2016 and listing on the gem.
In order to regulate the management of the remaining raised funds of the company and protect the rights and interests of small and medium-sized investors, the Company re signed the supervision agreement on raised funds after changing the sponsor. On December 7, 2016, on December 7, 2016, December 7, 2016, on December 7, 2016, 2016, the company and the sponsor, the company and the sponsor Sinolink Securities Co.Ltd(600109) Shenzhen Shekou sub branch signed the four party supervision agreement on raised funds.
As of December 31, 2021, all the funds raised by the company's initial public offering in 2016 have been used up, and all the special accounts for raised funds have been closed.
2. Deposit and management of funds raised by non-public offering of shares in 2018
According to the raised funds management system, the company implemented a special account for the raised funds from non-public offering of shares in 2018. On May 9, 2018, the company, the original sponsor Sinolink Securities Co.Ltd(600109) and China Zheshang Bank Co.Ltd(601916) Shenzhen Branch signed the tripartite supervision agreement on raised funds. Strict examination and approval procedures shall be implemented for the use of raised funds to ensure that special funds are used for special purposes.
On June 14, 2018, the company, Lu'an Shenzhen Minkave Technology Co.Ltd(300506) Photoelectric Technology Co., Ltd., the original sponsor Sinolink Securities Co.Ltd(600109) and Industrial And Commercial Bank Of China Limited(601398) Shenzhen Nanshan sub branch signed the fourth capital raising agreement
The party supervision agreement implements strict examination and approval procedures for the use of raised funds to ensure that the special funds are used for special purposes.
On July 30, 2018, the interest payment of China Zheshang Bank Co.Ltd(601916) Shenzhen Branch (Account No.: 584 Ping An Bank Co.Ltd(000001) 0100442609) has been transferred into 4 Shenzhen Special Economic Zone Real Estate&Properties (Group).Co.Ltd(000029) 320638564, and the company cancelled the above special account of China Zheshang Bank Co.Ltd(601916) Shenzhen Branch.
On January 22, 2021, Bank Of Beijing Co.Ltd(601169) Shenzhen Meilin sub branch (Account No.: 2 China Vanke Co.Ltd(000002) 550220 Kuangda Technology Group Co.Ltd(002516) 3259) interest payment has been transferred into account 1314020609 Beijing Shuzhi Technology Co.Ltd(300038) 948, and the company cancelled the above special account.
On October 25, 2021, Shenzhen Minkave Technology Co.Ltd(300506) and Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as "Zhongtian Guofu securities") signed the recommendation agreement between Shenzhen Minkave Technology Co.Ltd(300506) and Zhongtian Guofu Securities Co., Ltd. on issuing RMB common shares (A shares) to specific objects and listing them in a simple procedure, and hired Zhongtian Guofu securities as the recommendation agency for the company to issue shares to specific objects in a simple procedure in 2021. According to the relevant provisions of the measures for the administration of securities issuance and listing recommendation business of the CSRC, the company shall terminate the recommendation agreement with the original recommendation institution due to the company's re application for the issuance of securities, and the additional recommendation institution shall complete the continuous supervision work that has not been completed by the original recommendation institution. Therefore
