Huatai United Securities Co., Ltd
About Kangping Technology (Suzhou) Co.Ltd(300907) (Suzhou) Co., Ltd
Verification opinions on delaying the return of idle raised funds and continuing to be used to supplement working capital temporarily
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "sponsor") is the sponsor of Kangping Technology (Suzhou) Co.Ltd(300907) (Suzhou) Co., Ltd. (hereinafter referred to as " Kangping Technology (Suzhou) Co.Ltd(300907) " or "company") in the continuous supervision stage of initial public offering and listing on GEM, In accordance 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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen stock exchange No. 2 - standardized operation of GEM listed companies and other relevant provisions, Due diligence has been conducted on Kangping Technology (Suzhou) Co.Ltd(300907) the delayed return of idle raised funds and continued to be used for temporary replenishment of working capital. The specific verification results are as follows:
1、 Basic information of raised funds
(I) basic information of raised funds
With the approval of China Securities Regulatory Commission on Approving the registration of initial public offering of Kangping Technology (Suzhou) Co.Ltd(300907) (Suzhou) Co., Ltd. (zjxk [2020] No. 2258), the company issued 24 million ordinary shares (A shares) in RMB for the first time, the issuing price was 14.30 yuan / share, the total amount of raised funds was 34320000000 yuan, and the issuance expenses excluding tax were 5139648419 yuan, The net amount of funds actually raised was 29180351582 yuan.
The above raised funds were in place on November 13, 2020. ShineWing Certified Public Accountants (special general partnership) verified the availability of the raised funds and issued the capital verification report (xyzh / 2020njaa20005). The company has deposited the above raised funds in the special account for raised funds, and signed the three / four party supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds. (II) investment projects with raised funds
According to the company's prospectus for initial public offering and listing on GEM and subsequent fund-raising
For the adjustment of gold investment projects, the funds raised by the company are planned to be used for the following projects:
Unit: 10000 yuan
No. project name total investment of implementing entity amount of raised funds to be invested
Annual output of electric tools, household appliances and automobiles with Suzhou Yingdong electric tools
1 piece of 12 million motors and Shanghai Pudong Development Bank Co.Ltd(600000) electric tools Co., Ltd. note 1 (terminated) Note 2
2. Supplementary working capital Kangping Technology (Suzhou) Co.Ltd(300907) (Suzhou) 45 Shenzhen Textile (Holdings) Co.Ltd(000045) 0000 Co., Ltd
Annual output of 3.2 million motors, 60000 electric tools Kangping Technology (Suzhou) Co.Ltd(300907) (Vietnam) US $18 million US $18 million three sets of project note 3 Co., Ltd. (equivalent to about RMB (equivalent to RMB 116.28 million) Note 4 about 116.28 million)
4 annual output of electric tools, household appliances and automobiles equipped with Shenzhen ashbit motor 19378001305235 pieces and 10 million sets of motors project note 5 Co., Ltd
Total 35506 Monalisa Group Co.Ltd(002918) 035
Note 1: the company held the second (Interim) meeting and the fourth meeting of the Fourth Board of directors in 2020 on December 31, 2020
The second (Interim) meeting of the second session of the board of supervisors in 2020 deliberated and adopted the regulation on adjusting the investment of raised funds of some raised investment projects
It is agreed that the company shall adjust the raised funds of each raised investment project according to the actual net amount of raised funds and the actual situation of raised investment projects
The specific investment amount of the fund will be "an annual output of 12 million sets of motors for electric tools, household appliances and auto parts, and 60 million sets of complete electric tools"
The investment amount of raised funds for the "10000 units project" was adjusted from 300 million yuan to 246835 million yuan; "Supplementary working capital" project
The investment amount of raised funds remains unchanged;
Note 2: the company held the 5th meeting of the 4th board of directors and the 4th board of supervisors on August 25, 2021
The fourth meeting of 2021 held the second extraordinary general meeting of shareholders in 2021 on September 13, 2021, which was deliberated and adopted
The proposal on changing the purpose of some raised funds agreed that the company would terminate the "annual output of electric tools, household appliances and automobile accessories"
12 million pieces of motors and Shanghai Pudong Development Bank Co.Ltd(600000) complete sets of electric tools ", and will be used to raise 1305235 million yuan of funds for the project
Invest in the project of "10 million sets of electric motors and household appliances and accessories";
Note 3: the company held the first (Interim) meeting and the fourth meeting of the Fourth Board of directors in 2021 on February 10, 2021
The first (Interim) meeting of the board of supervisors in 2021 was held on February 26, 2021
At the meeting, the proposal on changing the purpose of some raised funds and increasing capital to wholly-owned subsidiaries was deliberated and passed, and it was agreed to adjust the "year"
It is proposed to raise funds for the project of producing 12 million motors and Shanghai Pudong Development Bank Co.Ltd(600000) complete sets of electric tools, household appliances and auto parts
The investment amount, and through increasing capital to the wholly-owned subsidiary of the company to implement the newly raised capital investment project "annual output of 3.2 million motors
60000 electric tools project ".
After the adjustment, "the annual output of electric tools, household appliances and auto parts motors is 12 million units and electricity
The amount of funds raised for the " Shanghai Pudong Development Bank Co.Ltd(600000) complete sets of moving tools" project is proposed to be 1305235 million yuan; "With an annual output of 3.2 million motors and electric motors
The proposed investment amount of the raised funds of the "60000 tools project" is US $18 million (equivalent to about 116.28 million yuan);
Note 4: the estimated exchange rate of USD to RMB is 1:6.46, and the actual exchange rate shall be subject to the final remittance. According to reality
The exchange rate, the total investment of items 3 and 4 and the proposed investment amount of raised funds will be adjusted accordingly;
Note 5: See Note 2 for details.
(III) use of raised funds
As of December 31, 2021, the company has invested a total of 798912 million yuan of raised funds
The balance of the special account for gold is 1345724 million yuan (including interest income). The specific usage is as follows:
Unit: 10000 yuan
No. project name raised funds proposed investment amount used raised funds
Annual output of electric tools, household appliances and automobiles
1. 12 million sets of accessory motors and Shanghai Pudong Development Bank Co.Ltd(600000) sets of electric tools
2. Supplementary working capital 45 Shenzhen Textile (Holdings) Co.Ltd(000045) 0000
The annual output of 3.2 million motors and electric tools is US $618 million and US $5.4725 million (equivalent to 30000 units) (equivalent to about 116.28 million yuan) (equivalent to about 348912 million yuan)
4. The project with an annual output of 10 million sets of electric tools, household appliances and automobile 13052350.00 accessories Motors
Total 2918035798912
2、 Temporary replenishment of working capital with idle raised funds in the previous time
On April 8, 2021, the company held the second meeting of the Fourth Board of directors in 2021 and the second meeting of the Fourth Board of supervisors in 2021, deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company would use idle raised funds of no more than 100 million yuan (including this amount) to temporarily supplement working capital on the premise of ensuring the normal operation of the investment projects with raised funds, The service life is one year from the date of deliberation and approval by the board of directors, and will be returned to the special account for raised funds upon expiration.
3、 The deferred return of idle raised funds and continued to be used for temporary replenishment of working capital
(I) reasons and plans for delaying the return of idle raised funds and continuing to be used to supplement working capital temporarily
With the continuous expansion of the company's business scale, the company needs to increase investment and the demand for working capital is also increasing. At the same time, in view of the fact that the company's raised funds are put into use step by step as planned, some of the raised funds will be temporarily idle during the investment period. Therefore, in order to improve the use efficiency of the company's raised funds, meet the capital demand for the expansion of the company's business scale and reduce the company's financial expenses, Optimize the financial structure and safeguard the interests of the company and shareholders. On the premise of ensuring the normal progress of the investment projects with raised funds, the company plans to postpone the return of idle raised funds of no more than RMB 100 million (including this amount) and continue to be used to supplement working capital temporarily. The service life is no more than 12 months from the original due date (April 7, 2022) (i.e. to April 7, 2023), When due, it will be returned to the special account for raised funds.
(II) income calculation of this replenishment of working capital
According to the current bank one-year loan market quotation interest rate (LPR) of 3.70%, the company uses some idle raised funds to temporarily supplement working capital, which is expected to save about 3.7 million yuan of financial expenses for the company.
(III) commitments related to this replenishment of working capital
The company's use of some idle raised funds to supplement the working capital temporarily is limited to the production and operation activities related to the company's main business, and will not be directly or indirectly used for high-risk investments such as securities investment and derivatives trading. There is no disguised change in the purpose of raised funds and damage to the interests of shareholders, nor will it affect the normal progress of investment projects with raised funds. The company guarantees to return the idle raised funds temporarily replenishing working capital to the special account for raised funds in time and in full after the expiration of the period. In order to ensure the normal progress of the project plan invested with raised funds, if the project needs to be invested with raised funds, the company will return the raised funds to the special account for raised funds in batches in advance.
4、 Review procedures for implementation
The company held the first meeting of the Fourth Board of directors in 2022 on March 31, 2022, deliberated and approved the proposal on delaying the return of idle raised funds and continuing to be used to supplement working capital temporarily, and agreed that the company would postpone the return of idle raised funds of no more than RMB 100 million (including this amount) and continue to be used to supplement working capital temporarily on the premise of ensuring the normal operation of the investment projects with raised funds, The service life is no more than 12 months from the original expiration date (April 7, 2022) (i.e. to April 7, 2023), and will be returned to the special account for raised funds at the expiration. Independent directors give consent.
The company held the first meeting of the Fourth Board of supervisors in 2022 on March 31, 2022, deliberated and adopted the proposal on delaying the return of idle raised funds and continuing to be used to supplement working capital temporarily. The board of supervisors believes that the company's delay in returning idle raised funds and continuing to use them for temporary replenishment of working capital is a reasonable capital arrangement based on the progress of the company's investment projects with raised funds, which is conducive to reducing the company's financial expenses and improving the use efficiency of raised funds. There is no disguised change in the investment direction of raised funds and affecting the normal progress of the company's investment projects with raised funds
