Zhongtai Securities Co.Ltd(600918) about
Chengdu Xiling Power Science & Technology Incorporated Company(300733)
Verification opinions on the deposit and use of raised funds in 2021
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as “the sponsor”) as a sponsor of Chengdu Xiling Power Science & Technology Incorporated Company(300733) (hereinafter referred to as ” Chengdu Xiling Power Science & Technology Incorporated Company(300733) ” and “the company”), in accordance with the requirements of the measures for the administration of securities issuance and listing sponsor business, the rules for the listing of shares on the gem of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and other documents, Checked the deposit and use of raised funds in Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2021, and issued the following verification opinions:
1、 Basic information of raised funds
(I) amount and time of funds raised
1. In January 2018, the company raised funds through initial public offering of a shares
With the approval of the reply on approving Chengdu Xiling Power Science & Technology Incorporated Company(300733) initial public offering of shares (zjxk [2017] No. 2167) issued by China Securities Regulatory Commission, the company publicly issued 40 million ordinary shares (A shares), with a par value of RMB 1.00 per share and an issue price of RMB 12.90 per share. The total amount of funds raised by stock issuance was RMB 51 Shanghai Pudong Development Bank Co.Ltd(600000) 000, after deducting various issuance expenses of RMB 4363333577, The net amount of actually raised funds is 47236666423 yuan; The raised funds were remitted to the designated account on January 10, 2018, and the actual amount received was 47967924528 yuan. The difference between the net amount of raised funds and the outstanding issuance expenses. The above raised funds were verified by ShineWing Certified Public Accountants (special general partnership) and issued the capital verification report no. xyzh / 2017cda30339 on January 10, 2018.
2. In March 2021, the company issued A-Shares to specific objects to raise funds
According to the notice on the opinions of the examination center on Chengdu Xiling Power Science & Technology Incorporated Company(300733) applying for issuing shares to specific objects issued by the listing examination center of Shenzhen Stock Exchange and the reply on Approving the registration of Chengdu Xiling Power Science & Technology Incorporated Company(300733) issuing shares to specific objects issued by the CSRC (zjxk [2021] No. 205), the company issued 11399371 RMB common shares (A shares) to the specific object Mr. Wei Xiaolin, with a par value of RMB 1.00 each, The issuing price is 12.72 yuan / share, and the total amount of funds raised from stock issuance is 14499999912 yuan. After deducting the issuance fee of 200000000 yuan, the actual funds received are 14299999912 yuan. The above raised funds were verified by ShineWing Certified Public Accountants (special general partnership), and the capital verification report xyzh / 2021cdaa90185 was issued on March 31, 2021.
(II) use amount and balance of raised funds
1. As of December 31, 2021, the use of funds raised by the company’s initial public offering is shown in the following table: unit: 10000 yuan
Project amount
1. Total raised funds 5160000
2. Less: issuing expenses paid by raised funds 436333
3. Plus: interest income and investment income of financial products 236230
4. Less: project amount invested in raised funds 4958105
Including: 320970 yuan of self raised funds for replacement of projects invested with raised funds in advance
Permanent replenishment of working capital for investment projects with raised funds 2616296
5. Less: handling fee and account management fee 1.01
6. As of December 31, 2021, the balance of the raised funds account was 16.91
2. As of December 31, 2021, the use of the raised funds issued by the company to specific objects is shown in the following table: unit: 10000 yuan
Project amount
1. Total raised funds 1450000
2. Less: issuance expenses paid by raised funds 200.00
3. Plus: interest income and investment income of financial products 0.24
4. Less: handling charge 0.07
5. Less: project amount invested in raised funds 1429996
6. As of December 31, 2021, the balance of the raised funds account was 0.21
2、 Management of raised funds
(I) deposit and management of raised funds
In order to regulate the management and use of raised funds and protect the interests of investors, in accordance with the Shenzhen Stock Exchange GEM Listing Rules, Article 2 of the guidelines for the supervision of listed companies – regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the standardized operation of Companies listed on the Shenzhen Stock Exchange gem (revised in 2015)
And other relevant laws and regulations and the provisions of the company’s management system for raised funds, the company holds Industrial Bank Co.Ltd(601166) shares respectively
Chengdu renbei sub branch, Bank Of Shanghai Co.Ltd(601229) Chengdu branch and Sichuan Tianfu Bank Co., Ltd
Chengdu Branch of the company has opened a special account for raising funds and held a joint venture with the sponsor China International Finance Co., Ltd
The company signed the tripartite supervision agreement on raised funds with the above three banks respectively.
The company’s response to the raised funds
Strict examination and approval procedures shall be implemented for the use of funds to ensure that special funds are used for special purposes; The authorized designated sponsor representative may be present at any time
The deposit bank inquires and copies the information of the company’s special account; The company withdraws from the special account in one time or within 12 months
The amount exceeds 10 million yuan (the lower one is 10 million yuan or 10% of the net raised funds)
The special account deposit bank shall notify China International Capital Corporation Limited(601995)
Provide the expenditure list of the special account.
On September 18, 2020, the sponsor of the company was changed to Zhongtai Securities Co.Ltd(600918) , and the company and Zhongtai
Securities Co., Ltd. and the above-mentioned banks re signed the tripartite supervision agreement on raised funds on November 4, 2020. According to the Shenzhen Stock Exchange GEM Listing Rules and Article 2 of the guidelines for the supervision of listed companies – listed companies
Regulatory requirements for the management and use of the raised funds of the company and the standardized operation of companies listed on the gem of Shenzhen Stock Exchange
The guidelines (revised in 2020) and other relevant laws and regulations, as well as the provisions of the company’s management system for raised funds, are applicable to the public
The company implements strict examination and approval procedures for the use of raised funds to ensure that the special funds are used for special purposes; Authorize the Designated Sponsor
The applicant can inquire and copy the information of the company’s special account at the opening bank at any time; Once or within 12 months
The amount withdrawn from the special account exceeds 50 million yuan (50 million yuan or the net amount of raised funds according to the lower principle)
If 20% of the amount is determined), the special account deposit bank shall timely notify Zhongtai Securities Co.Ltd(600918) Co., Ltd. by fax
The company shall also provide the expenditure list of the special account. The company has strictly complied with the use of raised funds.
(II) deposit of raised funds in special account
As of December 31, 2021, the storage of raised funds is listed as follows:
Unit: 10000 yuan
Bank name bank account number initial deposit amount deadline balance storage method purpose of raised funds
Industrial Bank Co.Ltd(601166) Co., Ltd. demand deposit engine camshaft precision machining company Chengdu renbei sub branch 4313501 Shenzhen Special Economic Zone Real Estate&Properties (Group).Co.Ltd(000029) 8209600.00 13.67 industrial product expansion project
Industrial Bank Co.Ltd(601166) Co., Ltd. current deposit R & D center construction project company Chengdu renbei sub branch 4313501 Shenzhen Special Economic Zone Real Estate&Properties (Group).Co.Ltd(000029) 7917700.00 3.24
Bank Of Shanghai Co.Ltd(601229) Co., Ltd. current deposit engine connecting rod production line company Chengdu Branch 0 Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) 891610100.00 0.00 technical transformation project (Note 2)
Sichuan Tianfu Bank Co., Ltd. Chengdu Branch 2067381 Sunwave Communications Co.Ltd(002115) 4367.92 0.00
Chengdu Branch 2067381 Shenzhen Laibao High-Tech Co.Ltd(002106) 16200.00 line 0.00 technical transformation project of Sichuan Tianfu Bank Co., Ltd. cancelled engine pulley production Co., Ltd
Sichuan Tianfu Bank Co., Ltd. Chengdu Branch 1490957000015 – 0.00 current deposit line technical transformation project
(Note 1)
Bank Of Communications Co.Ltd(601328) Co., Ltd. current deposit supplement working capital
Sichuan Branch 51151103101 Xinjiang Western Animal Husbandry Co.Ltd(300106) 895814300.00 0.21
Total – 17.12——
Note 1: in view of the company’s fund-raising project “technical transformation project of engine pulley production line” through the wholly-owned subsidiary Chengdu Xiling power
Power Parts Co., Ltd. (hereinafter referred to as “power parts”) held the 11th meeting of the second board of directors on February 9, 2018
At the meeting, the proposal on using the raised funds to increase the capital of the company’s wholly-owned subsidiaries was reviewed and approved, and the use of the raised funds was agreed
At the same time, the power parts opened a special account for raising funds (Account No.:
1490957000015）。
Note 2: 2
