Tianfeng Securities Co.Ltd(601162)
About Gemac Engineering Machinery Co.Ltd(301048)
Special verification report on the deposit and use of raised funds in 2021
Tianfeng Securities Co.Ltd(601162) (hereinafter referred to as ” Tianfeng Securities Co.Ltd(601162) ” sponsor “) as a sponsor of Gemac Engineering Machinery Co.Ltd(301048) (hereinafter referred to as” Gemac Engineering Machinery Co.Ltd(301048) “company”) for initial public offering and listing on GEM, Perform continuous supervision duties in accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, 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 the guidance for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, Special verification was conducted on the deposit and use of raised funds in Gemac Engineering Machinery Co.Ltd(301048) 2021. The verification results and opinions are as follows: I. Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
Gemac Engineering Machinery Co.Ltd(301048) with the approval of the document “zjxk [2021] No. 2062” of China Securities Regulatory Commission on June 16, 2021, the lead underwriter Tianfeng Securities Co.Ltd(601162) adopts directional placement to strategic investors (hereinafter referred to as “strategic placement”) and offline inquiry placement to qualified investors (hereinafter referred to as “offline issuance”) 133333400 ordinary shares (A shares) in RMB are publicly issued online to public investors who hold the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market (hereinafter referred to as “online issuance”), with an issuance price of 4.13 yuan / share and a total raised capital of 550666694200 yuan. The total recommendation and underwriting fee (including VAT) of this offering is 3809735288 yuan, which has not been prepaid before the offering. The lead underwriter Tianfeng Securities Co.Ltd(601162) of this offering has remitted the total amount of funds after deducting the recommendation and underwriting fee of 3809735288 yuan (including VAT) to the following special account for raised funds opened by the company on August 13, 2021:
Amount of funds raised in the special account for raised funds of the deposit bank (yuan)
China Merchants Bank Co.Ltd(600036) Xiangyang Branch 12790596771080746256958912
Industrial And Commercial Bank Of China Limited(601398) Xiangyang
City Railway Sub branch 18040082292 Jilin Chemical Fibre Co.Ltd(000420) 665000000000
The total funds raised by the company from this public offering of shares are RMB 55066694200, deducting the recommendation and underwriting fee (excluding value-added tax) of RMB 3688429516, And other issuance expenses of RMB 1374885739 (including audit and verification fees of RMB 572661370, lawyer fees of RMB 259000000, information disclosure fees of RMB 485772642, issuance handling fees and other fees of RMB 57451727). After that, the net amount of funds raised by this issuance of shares is RMB 50003378945. The availability of the above raised funds was verified by Ernst & Young Huaming Certified Public Accountants (special general partnership), and the capital verification report of Ernst & Young Huaming (2021) Yan Zi No. 61483325c01 was issued on August 13, 2021.
(II) use amount and current balance of raised funds in the current year
As of December 31, 2021, the use and balance of the company’s raised funds are as follows:
Project amount (yuan)
Total raised funds 55066694200
Less: brokerage underwriting Commission and recommendation fee 3809735288
The total amount of raised funds received is 51256958912
Less: 1253565963 yuan of other issuance expenses paid in advance replaced by raised funds
Plus: interest income in 2021: 98464509
Less: bank service charge 115821
Less: 23548050000 yuan invested in the project of raising funds in 2021
Balance of raised funds on December 31, 2021 (Note 1) 26553691637
Note 1: as of December 31, 2021, the balance of raised funds excluding the interest income received in the current period is RMB 26455227128.
2、 Deposit and management of raised funds
(I) management of raised funds
In order to regulate the management and use of the company’s raised funds and protect the interests of investors to the greatest extent, the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws In accordance with the requirements of laws and regulations and in combination with the actual situation of the company, the Gemac Engineering Machinery Co.Ltd(301048) raised funds management system (hereinafter referred to as the “management system”) is formulated. The company has established a special fund raising account and signed a special fund raising management agreement with all parties in accordance with the bank’s fund raising management system.
There is no significant difference between the above three-party supervision agreement and the model three-party supervision agreement of Shenzhen Stock Exchange. The company has strictly followed and performed the raised funds in order to facilitate the management and use of the raised funds and supervise their use, so as to ensure that the special funds are used for special purposes.
(II) special account storage of raised funds
As of December 31, 2021, the company has two special accounts for raised funds, and the storage of raised funds is as follows:
Bank name bank account number account type balance (yuan)
China Merchants Bank Co.Ltd(600036) Xiangyang 127905967710807 special account for raised funds 21942462481 branch
Industrial And Commercial Bank Of China Limited(601398) 18040082292 Jilin Chemical Fibre Co.Ltd(000420) 66 special account for raised funds 4611229156 Xiangyang Railway Sub Branch
Total 26553691637
3、 Actual use of raised funds this year
(I) use of funds for investment projects with raised funds
According to the application plan of the raised funds disclosed in the prospectus of the company’s initial public offering of a shares, the funds raised from the stock issuance, after deducting the issuance expenses, will be used to “acquire 100% equity of Wuhan Wuhan railway rail car repair Co., Ltd.” Gemac Engineering Machinery Co.Ltd(301048) railway construction machinery manufacturing upgrading and construction project “,” new railway construction machinery and equipment research and development project “and” supplement working capital and repay bank loans “.
According to the resolutions of the 12th meeting of the first board of directors and the 5th meeting of the first board of supervisors, the company adjusted the amount of raised funds invested in the raised projects according to the actual net amount of raised funds and the actual situation of the raised projects without changing the purpose of the raised funds. The specific adjustments are as follows:
Project Name: proposed raised funds before the adjustment of the total investment of the project; proposed raised funds after the adjustment (10000 yuan) (10000 yuan) (10000 yuan)
1. Acquisition of 100% equity of Wuhan Wuhan railway rail car repair Co., Ltd. 185480518548051854805
2 Gemac Engineering Machinery Co.Ltd(301048) railway engineering machinery manufacturing upgrade 46017164601716280000 and construction project
3 R & D project of new railway engineering machinery and equipment 30174803017480180000
4 supplement working capital and repay bank loans 300 Fawer Automotive Parts Limited Company(000030) China Vanke Co.Ltd(000002) 685534
Total 12474001124740015000339
As of December 31, 2021, the actual use of the raised funds is shown in the “attached table: comparison table of the use of the raised funds”.
(II) use of surplus raised funds
As of December 31, 2021, all unused raised funds of RMB 26553691637 have been deposited in the special account for raised funds of the company. Since the implementation of the raised investment project has not been completed, the company does not use the surplus funds of the raised capital investment project for other raised capital investment projects or non raised capital investment projects in 2021.
4、 Change the use of funds of raised investment projects
During the reporting period, the company did not change the use of funds for investment projects with raised funds.
5、 Problems in the use and disclosure of raised funds
During the reporting period, the information related to the raised funds disclosed by the company was not disclosed in a timely, true, accurate and complete manner; The used raised funds are invested in the promised investment projects of raised funds, and there is no illegal use of raised funds.
6、 Assurance opinions of the accounting firm on the special report on the annual storage and use of raised funds
Ernst & Young Huaming Certified Public Accountants (special general partnership) verified the deposit and use of the company’s raised funds in 2021 and issued the special assurance report on the deposit and use of raised funds in 2021 (Ernst & Young Huaming (2022) zhuanzi No. 61483325c01). The assurance conclusion is:
“We believe that the special report of Gemac Engineering Machinery Co.Ltd(301048) raised funds is prepared 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 No. 2 – standardized operation of companies listed on the gem of Shenzhen Stock Exchange and relevant format guidelines in all major aspects, which truthfully reflects the storage and use of Gemac Engineering Machinery Co.Ltd(301048) raised funds in 2021.”
7、 Verification procedures and opinions of the recommendation institution
After verification, the recommendation institution believes that: the company strictly implements the special account storage system of raised funds, effectively implements the tripartite supervision agreement, and timely performs the relevant information disclosure obligations. The specific use of raised funds is consistent with that disclosed by the company, and there is no case of changing the purpose of raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of raised funds. The recommendation institution has no objection to the deposit and use of Gemac Engineering Machinery Co.Ltd(301048) the raised funds in 2021.
Attached table: comparison table of use of raised funds
Unit: RMB 10000
The total amount of raised funds is 5000339, and the total amount of raised funds invested in this year is 2354805
Total amount of raised funds with changed purposes during the reporting period-
Total raised funds with accumulative change of purpose – the proportion of total raised funds with accumulative change of purpose 2354805-
