Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
about
Beijing Unistrong Science & Technology Co.Ltd(002383)
Issue shares and pay cash to purchase assets and raise supporting funds and related party transactions
of
Signing date of verification opinions on the deposit and use of raised funds in 2021: March 2016
Date of signature: April, 2002
statement
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as " Shenwan Hongyuan Group Co.Ltd(000166) underwriting and recommendation") accepted the entrustment to act as an independent financial consultant for Beijing Unistrong Science & Technology Co.Ltd(002383) (hereinafter referred to as "the company" and " Beijing Unistrong Science & Technology Co.Ltd(002383) ") issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions in 2016. According to the requirements of relevant laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the regulatory requirements for the management and use of raised funds of listed companies, the stock listing rules of Shenzhen Stock Exchange, the deposit and use of supporting raised funds for Beijing Unistrong Science & Technology Co.Ltd(002383) major asset restructuring in 2021 were verified, and this verification opinion was issued.
The independent financial adviser's verification opinions on the exchange are based on the information provided by the trading parties. The relevant parties to the transaction have guaranteed to the independent financial adviser that all documents and materials provided are true, accurate and complete, free from major omissions, false records or misleading statements, and are responsible for their authenticity, accuracy, completeness and timeliness.
This verification opinion does not constitute any investment suggestion for Beijing Unistrong Science & Technology Co.Ltd(002383) and the independent financial advisor will not bear any responsibility for the corresponding risks arising from any investment decision made by the investor according to this continuous supervision opinion.
interpretation
In the continuous supervision opinions, unless the context specifies, the following abbreviations have the following meanings:
Report and restructuring report refer to the report of Beijing Unistrong Science & Technology Co.Ltd(002383) 2016 on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
The company, listed company and the public refer to Beijing Unistrong Science & Technology Co.Ltd(002383) , stock code: Beijing Unistrong Science & Technology Co.Ltd(002383) Sizhuang
Guangzhou situoli and situoli refer to Guangzhou situoli surveying and Mapping Technology Co., Ltd
Geeo electronics refers to Guangzhou geeo Electronic Technology Co., Ltd
Gio optics refers to Guangzhou GIO Optical Technology Co., Ltd
Zhongke Yatu refers to Guangzhou Zhongke Yatu Information Technology Co., Ltd
Shanghai Titan refers to Shanghai Titan Communication Engineering Co., Ltd
The subject matter and underlying assets of the transaction refer to Guangzhou situoli 100%, geo electronics 100%, geo optics 100%, Zhongke Yatu 100% and Shanghai Titan 65%
The target companies refer to Guangzhou situoli, geo electronics, geo optics, Zhongke Yatu and Shanghai Titan
Issuing shares and paying cash purchase refers to the asset purchase of all shares of China keyatu, Guangzhou situoli, geo electronics and geo optics, the counterparty East and Guo Xinping, the shareholder of Shanghai Titan
This reorganization and this transaction refer to this asset reorganization in which the company issues shares and pays cash to purchase assets and raise supporting funds
CSRC refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
Independent financial advisor and sponsor Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd., Beijing Beijing Unistrong Science & Technology Co.Ltd(002383) technology stock organization refers to the independent financial advisor and supporting financing sponsor hired by Beijing Beijing Unistrong Science & Technology Co.Ltd(002383) Technology Stock Co., Ltd. for this transaction
Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor refers to Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting sponsor Co., Ltd
Securities Law refers to the securities law of the people's Republic of China
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
The measures for the administration of securities issuance refer to the measures for the administration of securities issuance by listed companies
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
1、 Basic information of raised funds
The company was approved by the reply on approving Beijing Unistrong Science & Technology Co.Ltd(002383) issuing shares to Jin Rongwei and others to purchase assets and raise supporting funds (Document No. "Zhengjian license [2016] No. 2004") issued by the China Securities Regulatory Commission on September 2, 2016. The company was approved to issue no more than 28137310 NEW shares to raise supporting funds for the purchase of assets. As of September 13, 2016, the company has actually issued 28137310 RMB ordinary shares (A shares) to Guo Xinping in a non-public manner, with an issue price of 34.05 yuan / share, and the total amount of funds raised is 95807540550 yuan. After deducting relevant issuance expenses, the net amount of funds raised is 94847540550 yuan.
As of September 23, 2016, all the raised funds of RMB 94847540550 have been deposited into the RMB account opened by the company in Bank Of Jiangsu Co.Ltd(600919) Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) West District sub branch bank (Account No.: 323101880 Dalian Insulator Group Co.Ltd(002606) 1). The availability of the above raised funds has been verified by the capital verification report "[2016] Jing Hui Xing Yan Zi No. 03020012" issued by Beijing Xinghua certified public accountants.
As of December 31, 2021, the amount of funds raised by the company has been used is RMB 94433700, and the balance of funds raised is RMB 137384 million.
2、 Management of raised funds
(I) opening of special account for raised funds
1. On September 23, 2016, the company opened a RMB account (Account No.: 323101880 Dalian Insulator Group Co.Ltd(002606) 1) in the Bank of Bank Of Jiangsu Co.Ltd(600919) Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) West District sub branch.
The account is only used for the storage and use of raised funds and shall not be used for other purposes. The account was cancelled on December 9, 2019, and the balance of the account was transferred to the special RMB account for raised funds opened by the company in China Zheshang Bank Co.Ltd(601916) Beijing Branch.
2. On September 26, 2016, Guangzhou situoli Mapping Technology Co., Ltd. China Merchants Bank Co.Ltd(600036) Guangzhou Development Zone sub branch, a wholly-owned subsidiary of the company, established a special account for raised funds (Account No.: 120910497010903). This account is only used for marketing network construction projects and shall not be used for other purposes. After the completion of the marketing network construction project, the account was closed as required on September 10, 2018.
3. On September 28, 2016, the company's wholly-owned subsidiary Guangzhou Jiou Electronic Technology Co., Ltd. China Merchants Bank Co.Ltd(600036) Guangzhou Development Zone sub branch established a special account for raised funds (Account No.: 120910038810102). This account is only used for the project of geeo electronics Guangzhou R & D center and shall not be used for other purposes.
The account was closed as required on April 24, 2020.
4. On December 13, 2016, Wuhan Beijing Unistrong Science & Technology Co.Ltd(002383) Spatial Information Co., Ltd., a subsidiary of the company, opened a special account for raised funds (Account No.: 127909629510808) at China Merchants Bank Co.Ltd(600036) Wuhan financial port sub branch. This account is only used for Geo electronics Wuhan R & D center project and shall not be used for other purposes. After the project of geo electronics Wuhan R & D center was completed, the account was closed as required on September 25, 2018.
5. On April 28, 2018, the company opened a special RMB account (Account No.: 10 Ping An Bank Co.Ltd(000001) 0120100623435) for raising funds in China Zheshang Bank Co.Ltd(601916) Beijing Branch. The account is only used for the storage and use of raised funds and shall not be used for other purposes.
6. On November 27, 2019, Wuhan Beijing Unistrong Science & Technology Co.Ltd(002383) Spatial Information Co., Ltd., a subsidiary of the company, opened a special account for raised funds (Account No.: 127909629510106) in China Merchants Bank Co.Ltd(600036) Wuhan financial port sub branch. This account is only used for the project of Beijing Unistrong Science & Technology Co.Ltd(002383) high precision Research Institute and shall not be used for other purposes. The account was closed as required on December 21, 2020.
7. On March 6, 2020, the company's subsidiary Guangzhou Jiou Electronic Technology Co., Ltd. set up a special account for raised funds (Account No.: 10 Ping An Bank Co.Ltd(000001) 0120100930111) in China Zheshang Bank Co.Ltd(601916) Beijing Branch. This account is only used for the project of Beijing Unistrong Science & Technology Co.Ltd(002383) high precision Research Institute and shall not be used for other purposes. The account was closed as required on December 16, 2020.
(II) management of raised funds
In order to regulate the management and use of the company's raised funds, improve the efficiency and efficiency of the use of funds and protect the interests of investors, the company has formulated the measures for the administration of the use 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 measures for the administration of initial public offering and listing and other relevant provisions, and implemented a special account storage system for the raised funds, Supervise the use of raised funds.
According to the provisions of the special management system for raised funds, the company, together with the independent financial consultant Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. and Bank Of Jiangsu Co.Ltd(600919) Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) West District sub branch, signed the tripartite supervision agreement for raised funds on September 14, 2016. On September 27, 2016, the company and its subsidiaries Guangzhou Jiou Electronic Technology Co., Ltd. Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. and China Merchants Bank Co.Ltd(600036) Guangzhou Development Zone sub branch signed the four party supervision agreement for raised funds. On September 27, 2016, the company and its subsidiaries Guangzhou situoli surveying and Mapping Technology Co., Ltd. Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. and Guangzhou Development Zone Branch of China Merchants Bank Co., Ltd. signed the four party supervision of raised funds
Management agreement. On December 26, 2016, the company and its subsidiaries Wuhan Beijing Unistrong Science & Technology Co.Ltd(002383) Spatial Information Co., Ltd. Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. and China Merchants Bank Co.Ltd(600036) Wuhan financial port sub branch signed the four party supervision agreement for raised funds. On May 4, 2018, the company, Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. and China Zheshang Bank Co.Ltd(601916) Beijing Branch signed the tripartite supervision agreement on raised funds. On November 15, 2019, the company and its subsidiaries Wuhan Beijing Unistrong Science & Technology Co.Ltd(002383) Spatial Information Co., Ltd. Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. and China Merchants Bank Co.Ltd(600036) Wuhan financial port sub branch signed the four party supervision agreement for raised funds. On March 11, 2020, the company and its subsidiaries Guangzhou Jiou Electronic Technology Co., Ltd. Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. and China Zheshang Bank Co.Ltd(601916) Beijing Branch signed the four party supervision agreement on raised funds.
There is no significant difference between the above regulatory agreement and the model tripartite regulatory agreement of Shenzhen Stock Exchange, and the company has strictly complied with the raised funds.
(III) cancellation of special account for raised funds
The company held the 22nd Meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors on July 26, 2018, deliberated and approved the proposal on changing the purpose of some raised funds and the proposal on the closing of raised investment projects, and agreed to close the "geo electronics Guangzhou Research and development Center Project", "geo electronics Wuhan R & D center project" and "marketing network construction project", The surplus raised funds will be used for " Beijing Unistrong Science & Technology Co.Ltd(002383) high precision business South China headquarters and Guangzhou R & D center".
After the surplus raised funds were transferred, the balance of the special fund-raising accounts of "geo electronics Wuhan R & D center project" and "marketing network construction project" was zero. In order to facilitate account management, the company cancelled the special fund-raising accounts of China Merchants Bank Co.Ltd(600036) Guangzhou Development Zone sub branch (Account No.: 12091049010903) and China Merchants Bank Co.Ltd(600036) Wuhan financial port sub branch (Account No.: 127909629510808). At the same time, the four party supervision agreement on raised funds signed by the company and its subsidiaries Guangzhou situoli surveying and Mapping Technology Co., Ltd. Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. and Guangzhou Development Zone Branch of China Merchants Bank Co., Ltd., and the company and its subsidiaries Wuhan Beijing Unistrong Science & Technology Co.Ltd(002383) Spatial Information Co., Ltd Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. and China Merchants Bank Co.Ltd(600036) Wuhan financial port sub branch signed the four party supervision agreement on raised funds, which was terminated accordingly.
On December 9, 2019, the company cancelled the RMB account (Account No.: 323101880 Dalian Insulator Group Co.Ltd(002606) 1) opened by Bank Of Jiangsu Co.Ltd(600919) Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) West District sub branch, and the balance of the account was transferred to the special RMB account for raised funds opened by the company in China Zheshang Bank Co.Ltd(601916) Beijing Branch. At the same time, the company signed the tripartite supervision agreement on raised funds with Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. and Bank Of Jiangsu Co.Ltd(600919) Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) West District sub branch, which was terminated accordingly.
Because the raised funds in the special account for raised funds of China Merchants Bank Co.Ltd(600036) Guangzhou Development Zone sub branch have been transferred to the special account for raised funds of China Zheshang Bank Co.Ltd(601916) Beijing Branch for management, and the raised funds account of China Merchants Bank Co.Ltd(600036) Guangzhou Development Zone sub branch has no subsequent use. In order to facilitate management, the company has completed the cancellation procedures of the special account for raised funds of China Merchants Bank Co.Ltd(600036) Guangzhou Development Zone sub branch on April 24, 2020, and the relevant four party supervision agreement for raised funds is terminated accordingly.
The company held the fourth board meeting on September 3, 2020
