Annual deposit and actual use of raised funds
Assurance Report
Zhongxinghua Certified Public Accountants (special general partnership)
Zhongxinghua certified publicaccountants LLP address: 20 / F, tower sohob, Lize, No. 20, Lize Road, Fengtai District, Beijing zip code: 100073 Tel: (010) 51423818 Fax: (010) 51423816
catalogue
1、 Assurance report II. Special report on the annual deposit and actual use of raised funds
Zhongxinghua Certified Public Accountants (special general partnership) Z ho N G x i n g h u a c e r t i f i e d p u b l i c a c o n t a n t s l p address (l o c a t i o n): 20 / F, 20 floor, Tower B, Lize SOHO, 20 Lize Road, Fengtai District, No. 20 Lize Road, Fengtai District, Fengtai District, Beijing, Beijing PR China Tel (t e l): 0 1 0 - 5 1 4 2 3 8 1 8 fax (f a x): 0 1 0 - 5 1 4 2 3 8 1 6 about Sailun Group Co.Ltd(601058)
Assurance report on annual deposit and actual use of raised funds
Zthhhz (2022) No. 030026 Sailun Group Co.Ltd(601058) all shareholders:
We are entrusted to verify the attached special report of Sailun Group Co.Ltd(601058) (hereinafter referred to as "your company") on the annual deposit and actual use of the company's raised funds as of December 31, 2021.
1、 Responsibilities of the board of directors
The Sailun Group Co.Ltd(601058) special report on the annual deposit and actual use of the company's raised funds is prepared in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies issued by the CSRC and the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation issued by the Shanghai Stock Exchange, and its contents are true, accurate and reliable It is the responsibility of the board of directors of your company to be complete and free from false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to give assurance opinions on Sailun Group Co.Ltd(601058) the special report on the annual deposit and actual use of the company's raised funds on the basis of the implementation of assurance work. We have carried out the assurance work in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 - assurance business other than audit or review of historical financial information, which requires us to abide by the code of professional ethics for Chinese certified public accountants, Plan and implement the assurance work to obtain reasonable assurance on whether there is no material misstatement in the Sailun Group Co.Ltd(601058) special report on the annual storage and actual use of the company's raised funds. In the process of assurance, we have implemented the necessary procedures such as checking accounting records and recalculating the amount of relevant items. We believe that our assurance work provides a reasonable basis for issuing assurance opinions.
3、 Assurance conclusion
Securities code: Sailun Group Co.Ltd(601058) securities abbreviation: Sailun Group Co.Ltd(601058) Announcement No.: pro 2022032 Sailun Group Co.Ltd(601058)
Special report on the deposit and actual use of raised funds
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
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 guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, and the Sailun Group Co.Ltd(601058) raised funds management system, The board of directors of Sailun Group Co.Ltd(601058) (hereinafter referred to as " Sailun Group Co.Ltd(601058) " or "the company") conducted a comprehensive verification on the use of the funds raised by the company's non-public offering of shares in 2020 in 2021, and issued a special report on the deposit and actual use of the raised funds. The relevant information is as follows:
1、 Basic information of raised funds
With the approval of zjxk [2021] No. 596 document of China Securities Regulatory Commission, the company issued 408971322 RMB ordinary shares (A shares) to yuan Zhongxue and Ruiyuan Dingshi Investment Co., Ltd. in March 2021, with an issue price of 3.00 yuan per share. The total amount of funds raised was 122691396600 yuan. After deducting 1298139914 yuan of issuance expenses (excluding tax), the net amount of funds raised was 121393256686 yuan. Zxhyz (No. 2020301) special fund raising report of the partnership. The company has adopted a special account storage system for the raised funds.
As of December 31, 2021, the raised funds invested by the company in the raised investment projects were 110751926283 yuan, and the deposit balance in the special account for raised funds was 10688851506 yuan (including interest income and deducting bank charges).
2、 Management of raised funds
In order to standardize the management and use of the company's raised funds and effectively protect the legitimate rights and interests of the company, investors and creditors, the company adopts a special account storage system for the raised funds in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation and the Sailun Group Co.Ltd(601058) raised funds management system, And strictly perform the use approval procedures, so as to supervise the management and use of the raised funds and ensure that the special funds are used for special purposes.
On March 26, 2021, the company signed the tripartite supervision agreement on the storage of special account for raised funds with Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting sponsor Co., Ltd. (hereinafter referred to as " Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor"), Industrial And Commercial Bank Of China Limited(601398) Qingdao Shinan No. 4 sub branch and Bank Of Communications Co.Ltd(601328) Qingdao Laoshan sub branch, the sponsor at that time; At the same time, the company signed the four party supervision agreement on the special account storage of raised funds with Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor, the wholly-owned subsidiary Sailun (Shenyang) Tire Co., Ltd. (hereinafter referred to as "Sailun Shenyang"), Industrial And Commercial Bank Of China Limited(601398) Qingdao Shinan fourth sub branch and Bank Of Communications Co.Ltd(601328) Qingdao Laoshan sub branch. There is no significant difference between the contents of the above regulatory agreement and the tripartite regulatory agreement (model) on the storage of special account for raised funds of Shanghai Stock Exchange.
The company held the 29th meeting of the Fifth Board of directors and the first extraordinary general meeting of shareholders in 2022 on January 17, 2022 and February 8, 2022 respectively, and deliberated and approved the relevant proposals on the public issuance of convertible corporate bonds. On March 22, 2022, the company signed the recommendation agreement with Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) "), and employed Sinolink Securities Co.Ltd(600109) as the recommendation agency for the public offering of convertible corporate bonds. 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 if it hires another recommendation institution for re applying for securities issuance, and the additional recommendation institution shall complete the continuous supervision work that the original recommendation institution has not completed. Therefore, the company and Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor signed the termination agreement on March 22, 2022, and Sinolink Securities Co.Ltd(600109) will undertake the unfinished continuous supervision of Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor Sinolink Securities Co.Ltd(600109) has appointed Gao Jun and Hu guomu as the sponsor representatives to be responsible for the follow-up and continuous supervision of the company's non-public offering of shares in 2020.
On March 28, 2022, in view of the change of the sponsor, the company signed the tripartite supervision agreement on the storage of special account for raised funds with Sinolink Securities Co.Ltd(600109) , Industrial And Commercial Bank Of China Limited(601398) Qingdao gaokeyuan sub branch and Bank Of Communications Co.Ltd(601328) Qingdao Laoshan sub branch; The four party supervision agreement on the storage of special account for raised funds was signed with the wholly-owned subsidiaries Sailun Shenyang, Sinolink Securities Co.Ltd(600109) , Industrial And Commercial Bank Of China Limited(601398) Qingdao gaokeyuan sub branch and Bank Of Communications Co.Ltd(601328) Qingdao Laoshan sub branch. There is no significant difference between the contents of the above regulatory agreement and the tripartite regulatory agreement (model) on the storage of special account for raised funds of Shanghai Stock Exchange.
As of December 31, 2021, the balance of the raised funds account is as follows:
Unit: Yuan
Company name account bank name account number balance as of December 31, 2021
China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd
380302792009015012317043 Sailun Group Co.Ltd(601058) company Qingdao Donghai middle road sub branch
Bank Of Communications Co.Ltd(601328) 37200557001 Chengdu Corpro Technology Co.Ltd(300101) 0230 215690.67
Qingdao Laoshan sub branch
China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd
3803027929200902746962216494 Qingdao Donghai middle road sub branch of the company
Race round Shenyang
Bank Of Communications Co.Ltd(601328)
37200557001 Chengdu Corpro Technology Co.Ltd(300101) 03063692748902 Qingdao Laoshan sub branch
Total 10688851506
Note 1: the balance of the special account for raised funds includes the interest generated by the deposit of raised funds in the bank and deducting the bank service charge.
Note 2: the original Industrial And Commercial Bank Of China Limited(601398) Qingdao Nansi sub branch was renamed Industrial And Commercial Bank Of China Limited(601398) Qingdao Donghai middle road sub branch, and its contract signing authority was performed by Industrial And Commercial Bank Of China Limited(601398) Qingdao high tech Park sub branch. 3、 Actual use of raised funds this year
1. Comparison table of use of raised funds
As of December 31, 2021, the actual use of the raised funds of the company is strictly in accordance with the "management table of the raised funds" of the company. See the "actual use of the raised funds as of December 31, 2021".
2. Advance investment and replacement of investment projects with raised funds
On March 29, 2021, the company held the 19th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors, deliberated and adopted the proposal on using raised funds to replace self raised funds invested in projects raised in advance and paid issuance expenses. The amount of self raised funds used by Shenyang to replace the pre invested projects with raised funds is 108009093220 yuan, and the amount of self raised funds used by the company to replace the paid issuance expenses is 60846351 yuan (excluding value-added tax).
Opinions of independent directors of the company: the deliberation and voting of the board of directors of the company on the proposal on replacing self raised funds invested in advance and self owned funds paid for issuance expenses with raised funds comply with the provisions of relevant laws and regulations such as the measures for the administration of raised funds of listed companies on Shanghai Stock Exchange, and the procedure is legal. The self raised funds invested by Shenyang in the early stage of the competition and the issuance expenses paid by the company with its own funds have been verified by certified public accountants. The exchange of the raised funds of the company and its subsidiaries does not conflict with the implementation plan of the raised investment project, does not affect the normal progress of the raised investment project, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders. It is agreed that Sailun Shenyang uses the raised funds of 108009093220 yuan to replace the self raised funds invested in the raised investment project in advance, It is agreed that the company will use the raised funds to replace its own funds of 60846351 yuan (excluding value-added tax) that have paid the issuance expenses.
Opinions of the board of supervisors of the company: there is no change or disguised change in the use of raised funds in the event that Sailun Shenyang replaces the self raised funds invested in the investment projects with raised funds in advance and the company replaces the self owned funds invested in the paid issuance expenses with raised funds in advance. This replacement does not affect the normal implementation of the investment projects with raised funds, and complies with the provisions on replacement within 6 months after the arrival of the raised funds. The contents and procedures comply with the relevant provisions of the CSRC, such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange. At the same time, in order to improve the use efficiency of the raised funds and maximize the interests of investors, there is no damage to the interests of shareholders, which meets the needs of the company's operation and development, and is necessary and reasonable.
Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor issued verification opinions:
(1) The self raised funds invested in the investment projects with raised funds in advance and Sailun Group Co.Ltd(601058) using raised funds have been replaced by Shenyang
