Bear Electric Appliance Co.Ltd(002959)
Year 2021
Verification report on annual deposit and use of raised funds
Index page number
Assurance Report
Special report on the deposit and use of raised funds in 2021 1-9
ShineWing certified public accountants, Chaoyang men North Street, Dongcheng District, Beijing Tel: + 86 (010) 65542288, 9 / F, block a, Fu Hua Manson,
ShineWing No.8, Chaoyangmen Beidajie,
Dongcheng District, Beijing, fax: + 86 (010) 65547190 certified public accounts 100027, P.R.China facile: + 86 (010) 65547190 assurance report on annual deposit and use of raised funds
XYZH/2022GZAA60322
Bear Electric Appliance Co.Ltd(002959) all shareholders:
We are satisfied with the attached Bear Electric Appliance Co.Ltd(002959) (hereinafter referred to as Bear Electric Appliance Co.Ltd(002959) ) on the deposit of raised funds in 2021
The special report on the deposit and use of raised funds (hereinafter referred to as the special report on the annual deposit and use of raised funds) has carried out the authentication work.
Bear Electric Appliance Co.Ltd(002959) the management is responsible for preparing the special report on the annual deposit and use of raised funds in accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and relevant format guidelines. This responsibility includes designing, implementing and maintaining the internal control related to the preparation of the special report on the annual storage and use of raised funds, ensuring that the special report on the annual storage and use of raised funds is true, accurate and complete, and there is no major misstatement caused by fraud or error. Our responsibility is to express assurance opinions on the special report on the annual storage and use of raised funds on the basis of the implementation of assurance work.
We have carried out the assurance work in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information, so as to obtain reasonable assurance about whether there is no material misstatement in the special report on the annual storage and use of raised funds. In the process of carrying out the assurance work, we have implemented the necessary assurance procedures such as inquiry, inspection and recalculation, and the selected procedures depend on our professional judgment. We believe that our assurance work provides a reasonable basis for expressing opinions.
We believe that Bear Electric Appliance Co.Ltd(002959) the above special report on the annual deposit and use of the raised funds has been prepared in accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and relevant format guidelines, which truthfully reflects the actual deposit and use of the raised funds in Bear Electric Appliance Co.Ltd(002959) 2021 in all major aspects.
This assurance report is only used for the purpose of disclosure of Bear Electric Appliance Co.Ltd(002959) 2021 annual report, and shall not be used for any other purpose without the written consent of our firm.
ShineWing Certified Public Accountants (special general partnership) Chinese certified public accountant:
Chinese certified public accountant:
Beijing, China April 7, 2002
Bear Electric Appliance Co.Ltd(002959)
Special report on the deposit and use of raised funds in 2021
Bear Electric Appliance Co.Ltd(002959) (hereinafter referred to as the company or the company) the board of directors prepared a special report on the use of raised funds in 2021 (hereinafter referred to as the special report on the annual use of raised funds) in accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and relevant format guidelines. The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. 1、 Basic information of raised funds (I) amount of raised funds and time of arrival
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 lead underwriter and the listing sponsor Dongguan Securities Co., Ltd., the company shall pay Dongguan Securities Co., Ltd. the underwriting and recommendation fee of 7089750000 yuan and the corresponding value-added tax of 425385000 yuan (of which 200000000 yuan and the 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 the 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. During the reporting period, the total amount of raised funds invested by the company was 9646152991 yuan, the total amount of raised funds invested was 52827106740 yuan, and the issuance fee not paid and paid with its own funds was 33773603 yuan. During the reporting period, 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, During the reporting period, the bank service charge paid by the company’s raised funds account was 204500 yuan, and the total amount of bank service charge paid was 442500 yuan. During the reporting period, the company obtained 1454082409 yuan from the purchase of financial products with idle raised funds, and the total amount of bank financial products obtained was 4107299746 yuan. See “special account storage of raised funds” for details.
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. (hereinafter referred to as 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 for cash management without affecting the construction and normal production and operation of raised projects. 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 raised funds of 2601317 million yuan (accounting for 27.77% of the total net raised funds) will be used for the creative small household appliances (Leliu) base project (hereinafter referred to as “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 wholly-owned 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:
Monetary unit: RMB
Deposit bank account number amount remarks
Special account for raised funds of Foshan Shunde Daliang sub branch of Guangdong Development Bank Co., Ltd. 9550880 Guangdong Shenglu Telecommunication Tech.Co.Ltd(002446) 200996500541391
Leliuyuelai sub branch of Guangdong Shunde Rural Commercial Bank Co., Ltd. 80110100110751086325730425570 special account for raised funds
China Merchants Bank Co.Ltd(600036) Foshan branch Shunde sub branch 757902195110728136623562 special account for raised funds
Agricultural Bank Of China Limited(601288) Shunde Fu’an sub branch 444839010400119134344.93 special account for raised funds
China Everbright Bank Company Limited Co.Ltd(601818) Foshan Shunde sub branch 388101880 Guangdong Shunna Electric Co.Ltd(000533) Shanghai Baolijia Chemical Co.Ltd(301037) 9033 special account for raised funds
Leliuyuelai sub branch of Guangdong Shunde Rural Commercial Bank Co., Ltd. 801101001102872609282741497 special account for raised funds
