China Merchants Securities Co.Ltd(600999)
About Quectel Wireless Solutions Co.Ltd(603236)
Special verification opinions on the deposit and use of raised funds in 2021
In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of funds raised by listed companies, the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange (revised in 2013), the stock Listing Rules of Shanghai Stock Exchange and other relevant provisions, China Merchants Securities Co.Ltd(600999) (hereinafter referred to as " China Merchants Securities Co.Ltd(600999) " or "sponsor") as the sponsor of Quectel Wireless Solutions Co.Ltd(603236) (hereinafter referred to as " Quectel Wireless Solutions Co.Ltd(603236) " or "company") for the initial public offering and listing of shares, has verified the deposit and use of the raised funds in Quectel Wireless Solutions Co.Ltd(603236) 2021. The verification opinions are as follows: I. Basic information of the raised funds
(I) actual amount of raised funds and availability of funds
Approved by the reply on approving Quectel Wireless Solutions Co.Ltd(603236) non-public Development Bank shares (zjxk [2021] No. 174) issued by the China Securities Regulatory Commission, the company issued 4807714 RMB ordinary shares (A shares) in a non-public manner at an issue price of 221.20 yuan / share, with a total raised capital of 106346633680 yuan, deducting the issuance expenses of 261019596 yuan (excluding tax), The net amount of funds actually raised was 106085614084 yuan.
All the above raised funds were received on March 12, 2021, and have been verified by Lixin Certified Public Accountants (special general partnership) and issued the capital verification report (xksbz [2021] No. zf10142).
The company has adopted a special account storage system for the raised funds.
(II) use and balance of raised funds
As of December 31, 2021, the amount of funds raised in each subsidiary account is 125008100 yuan, and the balance of funds raised in each subsidiary account is 125008100 yuan. As of December 31, 2021:
Detailed amount (yuan)
On March 12, 2021, the net amount of funds actually raised was 106085614084
Less: replacement amount of initial investment of raised investment project 7812960000
Less: purchase of financial products 53000000000
Less: idle raised funds in 2021 temporarily supplement working capital 40000000000
Plus: Redemption of financial products 53000000000
Less: 54061660118 used in 2021
Plus: financial management income and deposit interest income in 2021 minus bank handling charges paid 870264156
As of December 31, 2021, the balance of the special account for raised funds was 5081258122
2、 Deposit and special account balance of raised funds
(I) management of raised funds
The company has formulated the management measures for the use of Quectel Wireless Solutions Co.Ltd(603236) 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 relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange. The board of directors of the company has approved the opening of the special accounts of Minhang branch of Shanghai Pudong Development Bank, China Citic Bank Corporation Limited(601998) Shanghai branch and China Merchants Bank Co.Ltd(600036) Shanghai Branch of China for the raised funds, A special account storage system shall be implemented for the raised funds.
The company has signed the tripartite supervision agreement on the storage of raised funds with the sponsor China Merchants Securities Co.Ltd(600999) , Minhang branch of Shanghai Pudong Development Bank, China Citic Bank Corporation Limited(601998) Huaihai Road branch and China Merchants Bank Co.Ltd(600036) Shanghai Branch of China. The company and its subsidiary Changzhou Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd. signed the four party supervision agreement on the storage of special account for raised funds with the sponsor China Merchants Securities Co.Ltd(600999) and China China Merchants Bank Co.Ltd(600036) Shanghai sub branch. There is no significant difference between the above three-party / four-party regulatory agreement and the model three-party regulatory agreement of Shanghai Stock Exchange, and there is no problem in the performance of the three-party / four-party regulatory agreement.
(II) storage of raised funds in special account
As of December 31, 2021, the balance of the special account for the deposit of raised funds is as follows:
Ending balance
Name of raised funds storage bank account name account nature
(yuan)
Shanghai Pudong Development Bank Minhang sub branch Quectel Wireless Solutions Co.Ltd(603236) 982800788018 Shenzhen Sed Industry Co.Ltd(000032) 22 cancelled 0.00
China Citic Bank Corporation Limited(601998) Shanghai
Quectel Wireless Solutions Co.Ltd(603236) 8110201013301302092 Huaihai Road sub branch cancelled
Ending balance
Name of raised funds storage bank account name account nature
(yuan)
China Merchants Bank Co.Ltd(600036) Shanghai sub branch Changzhou Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd. 121939490310116 fund raising account 5081258122
Total 5081258122
3、 Actual use of raised funds in 2021
During the year, the company actually used the raised funds of 61874620118 yuan. For details, see Schedule 1 comparison table of the use of raised funds.
4、 Replacement of self raised funds invested in projects with raised funds in advance
As of March 12, 2021, the company has invested 7812960000 yuan in the investment projects with raised funds with self raised funds. On April 19, 2021, the company held the 25th meeting of the second board of directors and the 18th meeting of the second board of supervisors, deliberated and adopted the proposal on replacing self raised funds invested in raised investment projects in advance with raised funds, and agreed to use the raised funds to replace the self raised funds invested in raised investment projects in the early stage with 781296 million yuan. The independent directors of the company expressed their independent opinions on this. The recommendation institution issued a special verification opinion, and Lixin Certified Public Accountants (special general partnership) conducted a special audit on the matter, and issued the special assurance report on the replacement of Quectel Wireless Solutions Co.Ltd(603236) raised funds (xksbz [2021] No. zf10411). 5、 Idle raised funds to supplement working capital
On june1,2021, the company held the 28th meeting of the second board of directors and the 20th meeting of the second board of supervisors, deliberated and passed the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company would temporarily supplement working capital with idle raised funds of no more than (including) RMB 200million, with a service life of no more than 12 months from the date of deliberation and approval by the board of directors, Within the validity period of the resolution, the above amount can be used on a rolling basis and returned to the corresponding special account for raised funds at maturity. The independent directors have expressed their independent opinions on the above matters, and the recommendation institution has issued its verification opinions.
The company held the 30th meeting of the second board of directors and the 22nd Meeting of the second board of supervisors on August 23, 2021, deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company should use idle raised funds of no more than (including) 200 million yuan to temporarily supplement working capital, with a service life of no more than 12 months from the date of deliberation and approval by the board of directors, Within the validity period of the resolution, the above amount can be used on a rolling basis and returned to the corresponding special account for raised funds at maturity. The independent directors have expressed their independent opinions on the above matters, and the recommendation institution has issued its verification opinions.
As of December 31, 2021, the company used idle raised funds to temporarily supplement current assets, with a balance of RMB 400 million. 6、 Cash management of idle raised funds and investment in related products
On April 2, 2021, the company held the 24th Meeting of the second board of directors and the 17th meeting of the second board of supervisors, which deliberated and approved the proposal on using part of the idle raised funds for cash management prediction. The company plans to use the idle raised funds within the authorization period of no more than (including) 700 million yuan to purchase financial products with high safety, good liquidity and guaranteed principal, and the management period of no more than 12 months, After the expiration of the financial products, they will be transferred back to the special account for raised funds for management or renewal, which can be used circularly and continuously within the validity period of the above quota and resolution. The authorized use period shall be valid within 1 year from the date when the matter is considered and approved by the board of directors. The proposal has been clearly agreed by the independent directors, and the recommendation institution has issued special verification opinions.
The company has purchased 530 million yuan of financial products in the current period and 530 million yuan of mature financial products in the current period, resulting in a total income of 4.0395 million yuan, including 4.0395 million yuan of income in the current period. As of December 31, 2021, the balance of financial products purchased by the company is 0.00 yuan. Details are as follows:
Assets and liabilities entrusted amount investment income
Name of entrusted wealth management product by the trustee: whether the value date to the interest date is No. (10000 yuan) (10000 yuan)
Due recovery
Shanghai Pudong Development Bank Lido
Shanghai Pudong Development Bank multi company jg6045 RMB
1 6 China Vanke Co.Ltd(000002) 021.4.9 2021.7.9 48.00 yes
Minhang Sub Branch corporate structured deposit (3 months)
Third floor outlets (exclusive)
Win win Zhixin exchange rate linked people
2 China Citic Bank Corporation Limited(601998) Shanghai Branch currency settlement
