About Guosheng Securities Co., Ltd
Shanghai Lisheng Racing Co.Ltd(002858)
Special verification opinions on the deposit and use of raised funds in 2021
Guosheng Securities Co., Ltd. (hereinafter referred to as “Guosheng securities” or “recommendation institution”) as a recommendation institution for non-public offering of shares of Shanghai Lisheng Racing Co.Ltd(002858) (hereinafter referred to as ” Shanghai Lisheng Racing Co.Ltd(002858) ” or “company”), in accordance with the administrative measures for recommendation business of securities issuance and listing and the stock listing rules of Shenzhen Stock Exchange In accordance with the requirements of relevant laws, regulations and normative documents, such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the deposit and use of raised funds in Shanghai Lisheng Racing Co.Ltd(002858) 2021 were verified. The details are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
According to the reply on approving Shanghai Lisheng Racing Co.Ltd(002858) non-public offering of shares (zjxk [2020] No. 2841) issued by China Securities Regulatory Commission, the company’s lead underwriter Guosheng Securities Co., Ltd. issued 33605838 ordinary shares (A shares) in RMB to specific objects in a non-public offering, with an issue price of 11.62 yuan per share and a total raised capital of 39049983756 yuan, After deducting the issuance expenses of RMB 983962264 (excluding tax), the net amount of the company’s funds raised this time is RMB 38066021492. The availability of the above raised funds was verified by Tianjian Certified Public Accountants (special general partnership), and the capital verification report (tianjianyan [2021] No. 347) was issued on August 2, 2021. (II) use and balance of raised funds
1. Used in previous years
The company has not used the above raised funds in previous years.
2. Amount used in the current year and ending balance
Monetary unit: RMB
Item No. amount
Net amount of raised funds a 38066021492
As of the beginning of the period, the accumulated amount of project investment B1 0.00, net interest income B2 0.00
Amount incurred in the current period: project investment C114252238389
Net interest income C2301590373
Accumulated amount at the end of the period: project investment D1 = B1 + C114252238389 net interest income D2 = B2 + C2301590373
Balance of raised funds to be raised e = a-d1 + D224115373476
Actual balance of raised funds f 24115373476
Including: raised funds account 9091439229
Financial fund 15023934247
2、 Deposit and management of raised funds
(I) management of raised funds
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 (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the measures for the administration of Shanghai Lisheng Racing Co.Ltd(002858) raised funds (hereinafter referred to as the “administrative measures”), the company implements a special account for the storage of raised funds, A special account for raising funds was set up in the bank. On August 16, 2021, the company and the sponsor Guosheng Securities Co., Ltd. signed the tripartite supervision agreement for raising funds with Shanghai Pudong Development Bank Co.Ltd(600000) Changning sub branch, China Merchants Bank Co.Ltd(600036) Changyang sub branch, Bank Of Hangzhou Co.Ltd(600926) Shanghai Branch, Bank Of Ningbo Co.Ltd(002142) Shanghai Putuo sub branch, China Citic Bank Corporation Limited(601998) Shanghai Daning sub branch respectively, clarifying the rights and obligations of all parties. There is no significant difference between the tripartite regulatory agreement and the model tripartite regulatory agreement of Shenzhen Stock Exchange, and the company has strictly complied with the raised funds.
(II) storage of raised funds in special account
As of December 31, 2021, the company has five special accounts for raised funds, and the deposits of raised funds are as follows:
Unit: RMB
Remarks on the balance of raised funds in the account number of the deposit bank
China Merchants Bank Co.Ltd(600036) Changyang sub branch 1219031163101884789219714
Bank Of Hangzhou Co.Ltd(600926) Shanghai Branch 3101040160 Gcl Energy Technology Co.Ltd(002015) 2271343489672
Bank Of Ningbo Co.Ltd(002142) Shanghai Putuo sub branch 701001220 Juli Sling Co.Ltd(002342) 5260423676
Shanghai Pudong Development Bank Co.Ltd(600000) Changning 984900788120 Ningbo Sunrise Elc Technology Co.Ltd(002937) 2207254710
Sub branch
China Citic Bank Corporation Limited(601998) Shanghai Daning sub branch 8110201012501341812691051457
Total — 9091439229
3、 Actual use of raised funds this year
(I) use of raised funds
As of December 31, 2021, the company has used a total of 14252238389 yuan of raised funds. See Annex 1 comparison table of the use of raised funds for details.
(II) changes in the place and mode of implementation of the project invested with raised funds
At the third (Interim) meeting of the Fourth Board of directors and the third (Interim) meeting of the Fourth Board of supervisors held on September 26, 2021, the company deliberated and approved the proposal on changing the implementation scheme of some raised funds investment projects, and agreed to change the implementation mode of some Saika alliance chain stadium projects and invest in go karts on the basis of renting venues in the original planned sites, Increase the construction and operation of outdoor go kart playground. In addition, according to the development of the industry and the company’s strategic planning, adjust the proportion of the company’s go kart venue investment from wholly-owned to wholly-owned or controlled. For the controlled go kart venue, the company will require the partner to fulfill the obligation of capital contribution according to the proportion of equity.
For details, please refer to the company’s website on September 27, 2021（ http://www.cn.info.com.cn. ）Announcement on changing the implementation mode of some investment projects with raised funds (Announcement No.: 2021066).
(III) advance investment and replacement of investment projects with raised funds
At the second (Interim) meeting of the Fourth Board of directors and the second (Interim) meeting of the Fourth Board of supervisors held on August 25, 2021, the company deliberated and adopted the proposal on replacing the self raised funds invested in the investment projects of raised funds and paid issuance expenses with non-public issuance of a shares, It is agreed that the company will use the raised funds to replace the self raised funds of 2.3856 million yuan invested in the raised investment projects in advance and paid issuance expenses. The time of the replacement of the raised funds is less than 6 months from the time of the receipt of the raised funds.
For details, please refer to the company’s announcement on cninfo.com on August 27, 2021（ http://www.cn.info.com.cn. ）Announcement on replacing self raised funds pre invested in investment projects of raised funds and paid issuance expenses with funds raised from non-public development banks’ A-share shares (Announcement No.: 2021058).
(IV) temporary replenishment of working capital with idle raised funds
The company does not temporarily supplement working capital with idle raised funds.
(V) management of idle funds raised
The second (Interim) meeting of the Fourth Board of directors and the second (Interim) meeting of the Fourth Board of supervisors held on August 25, 2021 deliberated and approved the proposal on the company’s use of temporarily idle raised funds and its own funds for cash management, and agreed that the company would not affect the normal operation and construction of raised investment projects, ensure the safety of funds and effectively control risks, It is proposed to use the temporarily idle raised funds of non-public offering of A-Shares of no more than 175 million yuan (including this amount) for cash management. The service life shall be within 12 months from the date of deliberation and approval by the board of directors.
For details, see the company’s publication on the designated information disclosure media and cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcement on (Announcement No.: 2021056).
The third (Interim) meeting of the Fourth Board of directors and the third (Interim) meeting of the Fourth Board of supervisors held on September 26, 2021 and the third extraordinary general meeting of shareholders held on October 12, 2021 deliberated and approved the proposal on the company’s use of temporarily idle raised funds and self owned funds for cash management, and agreed that the company should ensure that it does not affect the normal operation and the construction of raised investment projects and ensure the safety of funds, Under the condition of effectively controlling the risk, use the temporarily idle raised funds of no more than 250 million yuan (including the principal) and the self owned funds of no more than 200 million yuan (including the principal) for cash management. The service life shall be within 12 months from the date of deliberation and approval by the general meeting of shareholders.
For details, see the company’s publication on the designated information disclosure media and cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcement on (Announcement No.: 2021065).
As of December 31, 2021, the company has managed the idle raised funds in the accounts of Shanghai Pudong Development Bank Co.Ltd(600000) Changning sub branch, China Merchants Bank Co.Ltd(600036) Changyang sub branch, Bank Of Hangzhou Co.Ltd(600926) Shanghai Branch, Bank Of Ningbo Co.Ltd(002142) Shanghai Putuo sub branch, China Citic Bank Corporation Limited(601998) Shanghai Daning sub branch, the regulatory bank for raised funds. The accumulated structural deposits purchased during the reporting period are as follows:
Name of entrusted wealth management organization (RMB 10000 yuan) expected income period termination date (%) of product
Bank Of Ningbo Co.Ltd(002142) unit structure in 2021
Joint stock limited deposit 211313 deposit 3000 1.5% or 3.2% 91 days 2021 / 9 / 7 2021 / 12 / 7 company
Bank Of Ningbo Co.Ltd(002142) unit structure in 2021
Joint stock limited deposit 211578 deposit 2000 1.0% or 3.2% 95 days 2021 / 10 / 212022 / 1 / 24 company Shanghai Pudong Lido company stable profit
China Development Bank 21jg7969 phase III (1.4% or 2 months)
Limited liability (bullish) RMB deposit 1700 0 15 days 2021 / 10 / 152021 / 12 / 30 3.17%
Corporate structured deposits
Shanghai Pudong Lido Co., Ltd. Tianli
China Development Bank 21J g8195 human structure 364 days
Joint stock limited civil currency pair
