Dongguan Securities Co., Ltd
About Bear Electric Appliance Co.Ltd(002959)
Special verification opinions on the deposit and use of raised funds in 2021
Dongguan Securities Co., Ltd. (hereinafter referred to as “sponsor” or “Dongguan securities”) is the sponsor of initial public offering and listing of Bear Electric Appliance Co.Ltd(002959) (hereinafter referred to as ” Bear Electric Appliance Co.Ltd(002959) ” or “company”), In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, 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 of the company in 2021 were verified. The details are as follows: I. Basic information of raised funds
(I) amount and time of funds raised
With the approval of the reply on Bear Electric Appliance Co.Ltd(002959) initial public offering of shares (zjxk [2019] No. 1278) issued by China Securities Regulatory Commission, the company was approved to publicly issue 30 million ordinary shares (A shares) in RMB, with a par value of 1 yuan per share, an issue price of 34.25 yuan per share and a total raised capital of 102750000000 yuan. According to the underwriting and recommendation agreement signed between the company and the recommendation agency Dongguan securities, the company shall pay Dongguan securities underwriting and recommendation fee of 7089750000 yuan and corresponding value-added tax of 425385000 yuan (including 200000000 yuan and corresponding value-added tax of 12000000 yuan have been paid in the early stage), and the balance of the company’s raised funds after deducting unpaid underwriting fees and recommendation fees is 95446865000 yuan, It has been deposited into the raised capital account of the company on August 20, 2019, in which the value-added tax corresponding to the underwriting recommendation fee is 413385000 yuan, which is supplemented by the company’s own capital account and transferred to the raised capital account. In addition, after deducting lawyer fees, audit, capital verification and evaluation fees, information disclosure fees for the current issue and other expenses of 1979056604 yuan (excluding tax) and the recommendation fee of 200000000 yuan (excluding tax) paid in the early stage, the net amount of funds actually raised is 93681193396 yuan. ShineWing Certified Public Accountants (special general partnership) has verified the above raised funds on August 20, 2019 and issued the capital verification report (xyzh / 2019gza10668).
(II) use amount and year-end balance of raised funds in the current year
As of December 31, 2021, the balance of funds raised by the company was 45076111330 yuan, including 26741796810 yuan in account balance and 18334314520 yuan in structural deposits. The total amount of raised funds invested by the company in 2021 was 9646152991 yuan. As of December 31, 2021, the total amount of raised funds invested was 52827106740 yuan, and the issuance expenses not paid and paid with its own funds were 33773603 yuan. In 2021, the bank deposit interest received by the company’s raised funds account was 32339707 yuan, and the total amount of bank deposit interest received was 81393825 yuan, In 2021, the bank service charge of the company’s raised capital account was 204500 yuan, and the total accumulated bank service charge was 442500 yuan. In 2021, the company obtained 1454082409 yuan from the purchase of financial products with idle raised funds, and the total accumulated income of financial products was 4107299746 yuan. See “special account storage of raised funds” for the specific deposit at the end of the period.
2、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds, the company has formulated the measures for the management of raised funds in accordance with the requirements of relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, and formulated strict regulations on the storage, use and supervision of raised funds. After the raised funds are in place, the company implements the special deposit management of the raised funds in strict accordance with the provisions of the measures for the management of raised funds.
On September 5, 2019, the company signed the tripartite supervision agreement on the storage of special account for raised funds with Leliu sub branch of Guangdong Shunde Rural Commercial Bank Co., Ltd. China Merchants Bank Co.Ltd(600036) Foshan Shunde sub branch, Daliang sub branch of Foshan Shunde of Guangfa Bank Co., Ltd. Agricultural Bank Of China Limited(601288) Shunde Leliu sub branch, China Everbright Bank Company Limited Co.Ltd(601818) Guangzhou Branch and Dongguan Securities Co., Ltd., the sponsor.
On September 20, 2019, the company held the third extraordinary general meeting of shareholders in 2019 and agreed to use the raised capital of 260 million yuan to increase the capital of 70 million yuan to Foshan Xiaoxiong Marketing Management Co., Ltd., a wholly-owned subsidiary, and 190 million yuan to Foshan Xiaoxiong Intelligent Electric Appliance Co., Ltd., all of which were used to raise funds for investment projects. On July 7, 2020, the company held the 23rd Meeting of the first board of directors and the 14th meeting of the first board of supervisors, and agreed to use the raised funds of 200 million yuan to increase the capital of 100 million yuan for the wholly-owned subsidiary Foshan Xiaoxiong Marketing Management Co., Ltd. and Foshan Xiaoxiong intelligent electric Appliance Co., Ltd. respectively. All the increased capital was used for the investment projects with raised funds. On April 28, 2021, the company held the fifth meeting of the second board of directors and agreed to use idle raised funds of no more than RMB 300 million without affecting the construction and normal production and operation of raised investment projects
Cash management of funds. On December 28, 2021, the company held the 10th meeting of the second board of directors and the 10th meeting of the second board of supervisors, which deliberated and approved the proposal on changing the purpose of some raised funds. The company plans to terminate Bear Electric Appliance Co.Ltd(002959) creative small household appliance production and construction (Daliang Wusha) project in advance (hereinafter referred to as “Daliang Wusha project”), The remaining 2601317 million yuan of raised funds (accounting for 27.77% of the total net raised funds) will be used for the creative small household appliances (Leliu) base project.
On September 27, 2019, the company and its wholly-owned subsidiaries Foshan Xiaoxiong Marketing Management Co., Ltd. and Foshan Xiaoxiong Intelligent Electric Appliance Co., Ltd. signed the four party supervision agreement on the storage of special account for raised funds with Leliu sub branch of Guangdong Shunde Rural Commercial Bank Co., Ltd. China Merchants Bank Co.Ltd(600036) Foshan Shunde sub branch, Agricultural Bank Of China Limited(601288) Shunde Leliu sub branch and the sponsor Dongguan Securities Co., Ltd.
On January 14, 2022, the company and its subsidiary Guangdong Xiaoxiong Technology Co., Ltd. signed the four party supervision agreement on the storage of special account for raised funds with Foshan branch of Guangdong Development Bank Co., Ltd. and Dongguan Securities Co., Ltd., the sponsor. The agreement defines the rights and obligations of all parties. Its content and format are not significantly different from the model of Shenzhen Stock Exchange, and there are no problems in the performance of the agreement.
According to the company’s measures for the management of raised funds, the specific user unit (or department) shall fill in the application form according to the plan for the use of raised funds, and attach the corresponding contract (if any), progress statement or project final settlement statement and invoice, which shall be reviewed and signed by the chief executive of the user unit (or department), the deputy in charge of operation and the chief financial officer, and approved by the chairman of the board, Apply to the financial department for payment according to relevant procedures. The company shall inspect and supervise the fund application and project progress, establish project archives, and regularly provide specific work progress and plan. The financial department has established complete accounting records and original accounts for the activities involving the use of raised funds, and regularly inspected the use and effect of funds. At the same time, the internal audit department also regularly supervised and reviewed the raised funds.
(II) storage of raised funds in special account
As of December 31, 2021, the specific deposit of raised funds is as follows:
Unit: Yuan
Deposit bank account number amount remarks
Special account of Foshan Shunde Da 9550880 Guangdong Shenglu Telecommunication Tech.Co.Ltd(002446) 200996500541391 fund raising Jinliang sub branch of Guangdong Development Bank Co., Ltd
Special account of shiliuyuelai sub branch of Guangdong Shunde Rural Commercial Bank Co., Ltd. 80110100110751086325730425570 raised funds
Deposit bank account number amount remarks
China Merchants Bank Co.Ltd(600036) Foshan Branch Shun 757902195110728136623562 raised funds
Special account of Dade sub branch
Agricultural Bank Of China Limited(601288) shundefu 444839010400119134344.93 raised funds
Special account of an sub branch
China Everbright Bank Company Limited Co.Ltd(601818) Foshan shun388101880 Guangdong Shunna Electric Co.Ltd(000533) Shanghai Baolijia Chemical Co.Ltd(301037) 9033 raised funds
Special account of Dade sub branch
Funds raised by Guangdong Shunde Rural Commercial Bank Co., Ltd. 801101001102872609282741497
Sile liuyuelai sub branch special account
China Merchants Bank Co.Ltd(600036) Foshan Branch Shun 75790368151028873902552 raised funds
Special account of Dade sub branch
Agricultural Bank Of China Limited(601288) shundefu 4448390104001186367487.12 raised funds
Special account of an sub branch
Total 26741796810
3、 Actual use of raised funds this year
For the actual use of the company’s raised funds in 2021, see the appendix “use of raised funds” to this verification opinion
(see attached table 1).
4、 Change the use of funds for investment projects with raised funds
1. Storage of the special account for raised funds involved
As of December 31, 2021, Bear Electric Appliance Co.Ltd(002959) creative small household appliance production and construction (Daliang Wusha) project has not been completed
The balance of raised funds used (excluding unsettled interest) and the deposit in the special account are as follows:
Amount of bank account of the account opening subject of the raised investment project (yuan)
Foshan Xiaoxiong Guangdong Shunde rural commercial
Bear Electric Appliance Co.Ltd(002959) Creative Marketing Management Bank Co., Ltd. 801101001102872609282741497
Yuele small household appliance production Co., Ltd
Set up (Daliang Wusha) Guangdong Shunde rural business center
Project Bear Electric Appliance Co.Ltd(002959) Bank Co., Ltd. 80110100110751086325730425570
