Guotai Junan Securities Co.Ltd(601211)
About Suzhou Veichi Electric Co.Ltd(688698)
Special verification opinions on the deposit and actual use of raised funds in 2021
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” or “sponsor”) as a sponsor of Suzhou Veichi Electric Co.Ltd(688698) (hereinafter referred to as ” Suzhou Veichi Electric Co.Ltd(688698) ” or “company”) for initial public offering of shares and listing on the science and innovation board, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, and the self regulatory guidelines for the listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the deposit and actual use of the raised funds of the company in 2021 were verified. The specific conditions are as follows:
1、 Basic information of raised funds
(I) the actual amount of funds raised and the arrival time of funds after deducting the issuance expenses
According to the reply on Approving the registration of Suzhou Veichi Electric Co.Ltd(688698) initial public offering (zjxk [2020] No. 3215) issued by China Securities Regulatory Commission on December 1, 2020, the company was approved to publicly issue 45000000 ordinary shares in RMB, with a par value of RMB 1.00 per share, an issue price of RMB 10.75 per share and a total raised capital of RMB 483.75 million; After deducting the underwriting and recommendation fees, issuance registration fees and other transaction expenses totaling 654439 million yuan (excluding the amount of value-added tax), the net amount of raised funds was 4183061 million yuan. All the above funds were in place on December 24, 2020, verified by Daxin Certified Public Accountants (special general partner) and issued the capital verification report (daxinyz [2020] No. 500032) on December 25, 2020.
(II) amount used in previous years, amount used in current year and current balance
As of December 31, 2021, the company’s use of raised funds and current balance are as follows:
Project amount (yuan)
The balance of raised funds on December 31, 2020 was 44225107825
Less: net amount of investment income of wealth management products and bank deposit interest received in 2020 minus bank renewal fee of -101.00
Less: issuance fee paid or replaced in the current period 2394507688
Net proceeds 41830610237
Plus: the net amount of 398685656 from the accumulated investment income of financial products and bank deposit interest minus bank handling charges
Less: amount invested in raised investment projects in previous years, replacement of previously invested raised investment projects and use of over raised funds minus: 16302345612 amount invested in raised investment projects, replacement of previously invested raised investment projects and use of over raised funds in this year
As of December 31, 2021, the balance of raised funds (including interest) was 25926950281
Including: temporary use of idle raised funds for cash management (purchase of bank financial products, 25100000000 certificate of deposit and notice deposit)
The balance of the special account for raised funds is 826950281
2、 Management of raised funds
(I) management system of raised funds
In order to standardize the management and use of raised funds and protect the rights and interests of investors, the company has formulated the Suzhou Veichi Electric Co.Ltd(688698) raised funds management system (hereinafter referred to as the “management system”) in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other documents of the CSRC and in combination with the actual situation of the company, The management system was deliberated and adopted at the sixth meeting of the first board of directors on March 23, 2020. Meanwhile, the company and the sponsor Guotai Junan Securities Co.Ltd(601211) , China Construction Bank Corporation(601939) Suzhou Wuzhong sub branch, Shanghai Pudong Development Bank Co.Ltd(600000) Suzhou Canglang sub branch, China Construction Bank Corporation(601939) Shenzhen Nanshan Science and technology sub branch jointly signed the tripartite supervision agreement on the storage of raised funds on December 24, 2020. There is no significant difference between the agreement and the tripartite supervision agreement on the storage of raised funds (model), and the use of raised funds is strictly approved, To ensure that the special fund is used for special purpose.
On January 26, 2021, the company has transferred the total amount of RMB 100 million corresponding to the raised investment project of “supplementary working capital” from the special account of raised capital to the general settlement account of the company to supplement the working capital of the company. On January 27, 2021, the special account for raised capital opened in China Construction Bank Corporation(601939) Shenzhen Nanshan Science and technology sub branch (the bank account is “44250100019 Ping An Bank Co.Ltd(000001) 377″) was cancelled according to law; After the cancellation of the above special account for raised funds, the company and the sponsor Guotai Junan Securities Co.Ltd(601211) , China China Construction Bank Corporation(601939) · 2
The tripartite supervision agreement on the storage of special account for raised funds signed by Shenzhen Nanshan Science and technology sub branch of Co., Ltd. will become invalid.
On January 29, 2021, the company held the 13th meeting of the first board of directors and the 7th Meeting of the first board of supervisors, deliberated and approved the proposal on changing part of the special account for raised funds, agreed to change part of the special account for raised funds, and cancelled the special account for raised funds established in China Construction Bank Corporation(601939) Suzhou Guoxiang sub branch according to law (the bank account is “322501997594 China High-Speed Railway Technology Co.Ltd(000008) 14″), And set up a new special account for raising funds in Bank Of China Limited(601988) Suzhou Wuzhong sub branch. On February 2, 2021, the company established a new special account for raised funds in Bank Of China Limited(601988) Suzhou Wuzhong sub branch according to law (the bank account is “487175724294”), and signed the tripartite supervision agreement for the special account for raised funds with the sponsor Guotai Junan Securities Co.Ltd(601211) , Bank Of China Limited(601988) Suzhou Wuzhong sub branch, which is not significantly different from the tripartite supervision agreement for the storage of the special account for raised funds (model), Strictly examine and approve the use of the raised funds to ensure that the special funds are used for special purposes; The original special account for raised funds (the bank account is “322501997594 China High-Speed Railway Technology Co.Ltd(000008) 14″) has been cancelled according to law on February 4, 2021. The original tripartite supervision agreement for raised funds shall become invalid from the date of cancellation, and the principal and interest of the original raised funds account have been transferred to the special account for newly raised funds.
As of December 31, 2021, the company has deposited and used the raised funds in accordance with the provisions of the tripartite supervision agreement.
(II) storage of raised funds in special account
As of December 31, 2021, the balance of the company’s raised funds is as follows:
Bank account no. of deposit bank account purpose deposit method balance (yuan)
Bank Of China Limited(601988) Suzhou technology R & D center construction current deposit
Wuzhong sub branch 4871757242944 project 718697376
Shanghai Pudong Development Bank Co., Ltd. has Suzhou phase II frequency converter and servo
Limited company Suzhou Canglang sub branch 8905007880180001306 system automation production base construction current deposit 43342048 project
Shanghai Pudong Development Bank Co., Ltd. has over raised capital demand deposits
Limited company Suzhou Canglang sub branch 89050078801 Ningbo Bird Co.Ltd(600130) 764910857
Total 826950281
3、 Actual use of raised funds this year
(I) use of raised funds
In 2021, the actual use of raised funds by the company is shown in Schedule 1 of this report.
(II) early investment and replacement of raised investment projects
In order to ensure the implementation progress of the raised investment projects, before the funds raised from the initial public offering of shares are in place, the company invested 7.7164 million yuan in the raised investment projects in advance with its own funds, and paid 115763 million yuan in advance with its own funds, totaling 192927 million yuan. On January 13, 2021, the 12th meeting of the first board of directors and the 6th meeting of the first board of supervisors deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses, and the independent directors expressed their consent, Daxin Certified Public Accountants (special general partnership) has issued the audit report on replacing self raised funds invested in raised investment projects in advance and paid issuance expenses with raised funds (Daxin zhuanshen Zi [2021] No. 500002) for the above matters. As of December 31, 2021, the company has completed the replacement of the above funds.
(III) temporary replenishment of working capital with idle raised funds
In 2021, the company did not use idle raised funds to temporarily supplement working capital.
(IV) cash management of idle raised funds and investment in related products
On January 13, 2021, the company held the 12th meeting of the first board of directors and the 6th meeting of the first board of supervisors, deliberated and approved the proposal on using some idle raised funds and self owned funds for cash management, and the independent directors expressed their consent and agreed that the company would not affect the construction of investment projects with raised funds, the use of raised funds and the normal business development of the company, Use some idle raised funds with a maximum amount of no more than 300 million yuan (including 300 million yuan) and some idle self owned funds with a maximum amount of no more than 200 million yuan (including 200 million yuan) for cash management, and invest in investment products with high security and good liquidity (including but not limited to agreement deposits, structured deposits, time deposits, call deposits, large certificates of deposit, etc.). Within the above limits, the funds can be used on a rolling basis for a period of 12 months from the date of deliberation and approval by the board of directors. As of December 31, 2021, the company used idle raised funds for cash management, which has not yet expired
Bank product name product type amount (yuan) purchase date maturity date
Bank Of China Limited(601988) Suzhou unit RMB three-year transferable certificate of deposit
Wuzhong sub branch cd20-610000 China Vanke Co.Ltd(000002) 021-2-4 2024-2-4
Bank Of China Limited(601988) Suzhou unit RMB three-year transferable certificate of deposit
Wuzhong sub branch cd20-610000 China Vanke Co.Ltd(000002) 021-2-4 2024-2-4
Bank Of China Limited(601988) Suzhou unit RMB three-year transferable certificate of deposit
Wuzhong sub branch cd20-610000 China Vanke Co.Ltd(000002) 021-2-4 2024-2-4
Bank Of China Limited(601988) Suzhou unit RMB three-year non transferable certificate of deposit
Wuzhong sub branch cd20-1110000 China Vanke Co.Ltd(000002) 021-2-4 2024-2-4
Bank Of China Limited(601988) Suzhou unit RMB three-year transferable certificate of deposit
Wuzhong sub branch cd20-610000 China Vanke Co.Ltd(000002) 021-2-9 2024-2-9
Bank Of China Limited(601988) Suzhou unit RMB three-year non transferable certificate of deposit
Wuzhong sub branch cd20-9
