Sinolink Securities Co.Ltd(600109)
About Sailun Group Co.Ltd(601058)
Special verification report on the deposit and actual use of raised funds in 2021
According to the measures for the administration of securities issuance and listing recommendation business Relevant provisions such as the Listing Rules of Shanghai Stock Exchange, 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) (CSRC announcement [2022] No. 15), the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, and the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – announcement format, As the continuous supervision organization of Sailun Group Co.Ltd(601058) (hereinafter referred to as ” Sailun Group Co.Ltd(601058) ” or “the company”) for the non-public offering of shares in 2020, Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “the sponsor”) carefully and prudently checked the deposit and actual use of the raised funds in Sailun Group Co.Ltd(601058) 2021. The details of verification are as follows:
1、 Basic information of raised funds
With the approval of zjxk [2021] No. 596 document of China Securities Regulatory Commission, the company privately issued 408971322 ordinary shares (A shares) to yuan Zhongxue and Ruiyuan Dingshi Investment Co., Ltd., with an issue price of 3.00 yuan per share. The total amount of funds raised in this offering was 122691396600 yuan. After deducting 1298139914 yuan of issuance expenses (excluding tax), the net amount of funds raised was 121393256686 yuan, The above raised funds have been verified by zhongxinghua Certified Public Accountants (special general partnership) “zhongxinghuayan Zi (2021) No. 030008” capital verification report. The company has adopted a special account storage system for the raised funds in accordance with relevant regulations.
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 regulate 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 (revised in 2022), the measures for the administration of the raised funds of listed companies on the Shanghai Stock Exchange and the management system of the company’s raised funds, 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.
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. 38030279220090015012317043 Sailun Group Co.Ltd(601058) Qingdao high tech Park sub branch
Bank Of Communications Co.Ltd(601328) bank Laoshan sub branch 37200557001 Chengdu Corpro Technology Co.Ltd(300101) 023021569067
China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. 380302792922009 Shandong Xiantan Co.Ltd(002746) 962216494 Sailun Shenyang company Qingdao high tech Park sub branch
Bank Of Communications Co.Ltd(601328) Laoshan sub branch 37200557001 Chengdu Corpro Technology Co.Ltd(300101) 03063692748902
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 hi tech Park sub branch
(II) signing and performance of tripartite supervision agreement for raised funds
In order to regulate 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 measures for the administration of the raised funds of listed companies of Shanghai Stock Exchange and the management system of the company’s raised funds, 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.
On March 22, 2022, the company changed Sinolink Securities Co.Ltd(600109) into a continuous supervision organization. According to 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 measures for the management of raised funds by listed companies of Shanghai Stock Exchange and other relevant provisions of the CSRC, the company signed the tripartite supervision agreement on the storage of raised funds with Sinolink Securities Co.Ltd(600109) , Industrial And Commercial Bank Of China Limited(601398) Qingdao high tech Park sub branch and Bank Of Communications Co.Ltd(601328) Qingdao Laoshan sub branch on March 28, 2022; At the same time, the company signed the four party supervision agreement on the storage of raised funds with Sinolink Securities Co.Ltd(600109) , Sailun (Shenyang) Tire Co., Ltd. (hereinafter referred to as “Sailun Shenyang”), Industrial And Commercial Bank Of China Limited(601398) Qingdao high tech Park 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.
3、 Actual use of raised funds this year
The actual use of the company’s raised funds is as follows:
(I) use of funds for projects invested with raised funds (hereinafter referred to as “projects invested with raised funds”)
The actual use of the company’s raised funds in 2021 is shown in the attached table: comparison table of the use of raised funds. (II) early investment and replacement of raised investment projects
On March 29, 2021, 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).
The independent directors of the company expressed their opinions that the deliberation and voting of the board of directors on the proposal on replacing the self raised funds invested in advance and the self owned funds that have paid the issuance expenses with the raised funds comply with the provisions of the measures for the administration of raised funds of listed companies on Shanghai stock exchange and other relevant laws and regulations, 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.
The board of supervisors of the company expressed its opinion that there is no change or disguised change in the purpose of the raised funds in the event that Sailun Shenyang replaces the self raised funds invested in the raised funds investment projects in advance with the raised funds and the company replaces the self owned funds invested in the paid issuance expenses in advance with the raised funds. 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 (revised in 2013). 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.
The company’s sponsor Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor has issued verification opinions for this purpose and believes that:
(1) Sailun Shenyang used the raised funds to replace the self raised funds invested in the raised funds investment projects in advance and Sailun Group Co.Ltd(601058) used the raised funds to replace the self raised funds paid for the issuance expenses, which has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors of the company issued independent opinions with explicit consent. Zhongxinghua Certified Public Accountants (special general partnership) conducted a special audit and issued a special assurance report, Necessary procedures have been performed, Sailun Group Co.Ltd(601058) the replacement time of the raised funds is less than six months from the arrival time of the raised funds, which complies 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 stock listing rules of Shanghai Stock Exchange, the measures for the administration of the raised funds of listed companies of Shanghai Stock Exchange and so on.
(2) Before the raised funds are in place, Sailun Shenyang will first invest the raised investment projects with self raised funds, which meets the needs of the company’s business development and the implementation of raised investment projects. After the raised funds are in place, the use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses complies with the provisions of laws and regulations and the relevant arrangements of the issuance application documents, does not affect the normal implementation of the raised funds investment projects, does not change or change the use purpose of the raised funds in a disguised manner, and does not damage the interests of the shareholders of the company. In conclusion, the sponsor has no objection to Sailun Group Co.Ltd(601058) using the raised funds to replace the self raised funds invested in the raised projects in advance and the paid issuance expenses.
4、 Change the use of funds of raised investment projects
As of December 31, 2021, the company has not changed the investment projects of raised funds.
5、 Problems in the use and disclosure of raised funds
During the continuous supervision period, the company strictly followed the national laws and regulations and the requirements of the securities regulatory authorities, followed the management system of the company’s raised funds, and the relevant requirements of the storage and supervision agreement of the special account for raised funds signed by the company and relevant parties, used the raised funds legally, legally and reasonably, and performed the relevant information disclosure obligations in a timely, true, accurate and complete manner, There is no violation of laws and regulations in the use of raised funds and information disclosure.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the deposit and use of the company’s raised funds comply with the relevant provisions of 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, the stock listing rules of Shanghai Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and the raised funds have been stored and used in a special account, There is no case of changing the investment direction of funds in a disguised form 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
Comparison table of use of raised funds
Unit: 10000 yuan
The total amount of raised funds is 12139326, and the total amount of raised funds invested in this year is 11075193
Total amount of raised funds with changed purposes-
The raised funds with changed purposes have been invested in the total amount of raised funds 11075193% of the total amount-
Committed investment item raised fund commitment adjusted total investment amount as of the end of the period committed investment amount of the current year as of the end of the period whether the total investment amount of the project is changed in the current year
