About Jiangsu Olive Sensors High-Tech Co.Ltd(300507)
Verification opinions on the deposit and use of raised funds in 2021
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” and “continuous supervision organization”) as the continuous supervision organization for Jiangsu Olive Sensors High-Tech Co.Ltd(300507) (hereinafter referred to as ” Jiangsu Olive Sensors High-Tech Co.Ltd(300507) ” or “the company”) to issue A-Shares to specific objects, according to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) In accordance with relevant regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM issued by Shenzhen Stock Exchange, the deposit and use of raised funds in Jiangsu Olive Sensors High-Tech Co.Ltd(300507) 2021 have been carefully verified. The verification results and opinions are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and availability of funds
According to the reply on Approving the registration of Jiangsu Olive Sensors High-Tech Co.Ltd(300507) issuing shares to specific objects (zjxk [2021] No. 25 document) issued by China Securities Regulatory Commission, the company issued a total of 65927971 RMB ordinary shares (A shares) to specific objects, with a par value of 1 yuan per share and an issue price of 7.22 yuan per share. As of July 19, 2021, the company has raised a total of 47599995062 yuan, deducting 934332823 yuan of issuance expenses, and the net amount of raised funds is 46665662239 yuan. As of July 19, 2021, all the funds raised by the above issuance of the company have been in place. The availability of the above raised funds has been verified by Dahua Certified Public Accountants (special general partnership), who issued the capital verification report (Dahua Yan Zi [2021] No. Huasu Holdings Co.Ltd(000509) ).
As of December 31, 2021, the company has invested 4228484239 yuan in the raised capital projects, of which: the company invested 1743466951 yuan in the raised capital projects with its own funds in advance before the raised funds are in place; The raised funds used during the accounting period from July 30, 2021 to December 31, 2021 are RMB 2485017288. As of December 31, 2021, the balance of raised funds is RMB 42437178000.
2、 Management of raised funds
In order to regulate the management and use of raised funds and protect the rights and interests of investors, 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 stock listing rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws and regulations, and in combination with the actual situation of the company, The management system of raised funds (hereinafter referred to as the “management system”) was formulated, which was deliberated and adopted by the third session of the first board of directors of the company in 2011 and revised at the third session of the third board of directors in 2017 and the 16th session of the Fourth Board of directors in 2021.
In accordance with the requirements of the management system and in combination with the business needs of the company, the company opened special accounts for raising funds in the business department of Bank Of Jiangsu Co.Ltd(600919) Yangzhou Branch and the business department of Industrial Bank Co.Ltd(601166) Yangzhou Branch (the special account numbers are 90190188000162253 and 403510100100449104 respectively), and communicated with the business department of China International Capital Corporation Limited(601995) , Bank Of Jiangsu Co.Ltd(600919) Yangzhou Branch on July 30, 2021 Industrial Bank Co.Ltd(601166) Yangzhou branch business department signed the tripartite supervision agreement on the storage of special account for raised funds, and implemented strict examination and approval procedures for the use of raised funds to ensure the special use of funds; The authorized sponsor representative can inquire the information of the special account for raised funds at the bank that opens the special account for raised funds at any time, and require the sponsor representative to conduct on-site inspection on the management and use of raised funds every six months. If the company withdraws more than 50 million yuan or 20% of the net raised funds from the special account in one time or within 12 months, the company and the commercial bank shall notify the recommendation institution in time.
As of December 31, 2021, the deposit of raised funds is as follows:
Monetary unit: RMB
Ending date of initial deposit amount bank account name
Industrial Bank Co.Ltd(601166) shares
Yangzhou 403510100449104468299950627709423084 current deposit branch business department Bank Of Jiangsu Co.Ltd(600919) Co., Ltd
Co., Ltd. Yangzhou 90190188000162253 – 5163448017 current deposit branch business department
Total 4682999506212872871101
Note 1: the initial deposit amount includes the outstanding issuance fee of 164332823 yuan.
Note 2: as of December 31, 2021, the total balance of the company’s special account for raised funds was 12872871101 yuan, with a difference of 29564306899 yuan from the balance of raised funds of 42437178000 yuan. The reasons for the above difference are: (1) the issuance cost of 164332823 yuan has not been transferred; (2) Interest income from special account deposit is 124125328 yuan; (3) The investment income from cash management of raised funds is 147234950 yuan; (4) Using idle raised funds for cash management, the balance is RMB 30000000.
3、 Actual use of raised funds this year
(I) use of funds for projects invested with raised funds
As of December 31, 2021, the comparison table of the actual use of the company’s raised funds in 2021 is detailed in Annex 1 comparison table of the use of raised funds (2021) to this verification opinion.
(II) advance investment and replacement of raised investment projects
The 16th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors held on October 20, 2021 considered and approved the proposal on using raised funds to replace self raised funds invested in projects invested with raised funds in advance, and agreed to use raised funds to replace self raised funds invested in projects invested with raised funds in advance, with a total amount of 1743466951 yuan.
The independent directors, the board of supervisors and the recommendation institution of the company expressed their consent on this matter. The special description of the company’s pre investment in projects invested with raised funds with self raised funds has been verified by Dahua Certified Public Accountants (special general partnership), who issued the verification report of Jiangsu Olive Sensors High-Tech Co.Ltd(300507) pre investment in projects invested with raised funds with self raised funds (dahuahe Zi [2021] No. 0011681) on October 20, 2021.
(III) temporary replenishment of working capital with idle raised funds
The company did not use idle raised funds to temporarily supplement working capital in 2021.
(IV) cash management with temporarily idle raised funds
On August 9, 2021, the company held the 14th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors, deliberated and approved the proposal on using idle raised funds for cash management, and agreed that the company would use idle raised funds with a limit of no more than 350 million yuan for cash management to purchase short-term financial products with high safety, good liquidity and guaranteed principal, which are within the above limit, The fund can be used on a rolling basis and is valid for 12 months from the date of deliberation and approval by the board of directors. The independent directors, the board of supervisors and the recommendation institution of the company expressed their consent on this matter. As of December 31, 2021, the company used idle raised funds for cash management, with a balance of 300 million yuan.
4、 Change the use of funds for investment projects with raised funds
(I) change of investment projects with raised funds
The company did not change the investment projects of raised funds in 2021.
(II) external transfer or replacement of investment projects with raised funds
There is no external transfer or replacement of the company’s investment projects with raised funds in 2021.
5、 Problems in the use and disclosure of raised funds
The company has disclosed the deposit and use of raised funds in a timely, accurate and complete manner in accordance with the guidelines for self regulation and supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and there is no violation of the management of raised funds.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the deposit and use of the company’s raised funds in 2021 comply with the measures for the administration of securities issuance and listing recommendation business and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) Relevant provisions such as the “guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies” issued by Shenzhen Stock Exchange have carried out special account storage and special use of the raised funds, timely fulfilled the relevant information disclosure obligations, and there is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds. In conclusion, China International Capital Corporation Limited(601995) has no objection to the deposit and use of the company’s raised funds in 2021.
Attached table 1: comparison of use of raised funds
(no text below)
Annex 1:
Comparison table of use of raised funds
(2021)
Unit: RMB 10000
The total amount of raised funds is 4666566, and the total amount of raised funds invested in this year is 422848
During the reporting period, the total amount of raised funds for change of purpose was 422848. The total amount of raised funds for change of purpose has been invested in the total amount of raised funds
Proportion of total raised funds with accumulative change of purpose
Whether the raised funds have been invested after adjustment. The investment in the current year has accumulated as of the end of the period. Whether the investment projects at the end of the period have reached the expected realization in the current year. Whether the investment projects and over raised funds have reached the project feasibility commitment (including the total amount of promised investment) (1) the amount is calculated as the investment amount progress (%) (3) (2) whether the expected benefit of the change is significant or not) / (2)
Committed investment projects
1. Intelligent production line of automotive sensor products no 450 Digital China Group Co.Ltd(000034) China Vanke Co.Ltd(000002) 36785236785 6.96 – not applicable not applicable no
Construction Project
2. Commercial vehicle networking system construction project no 35 China Baoan Group Co.Ltd(000009) Ping An Bank Co.Ltd(000001) 86063186063 20.67 – not applicable not applicable no
3. Supplementary working capital no 50 China Union Holdings Ltd(000036) 6566 – not applicable not applicable no
Total 85 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 666566422848422848 9.06
Conditions and reasons for not reaching the planned progress or expected income (points)
