Guotai Junan Securities Co.Ltd(601211)
About Suzhou Veichi Electric Co.Ltd(688698)
Verification opinions on permanent replenishment of working capital with some over raised funds
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 requirements of 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, the self regulatory guidelines for the listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the measures for the continuous supervision of the listed companies on the science and Innovation Board (Trial), the matters that Suzhou Veichi Electric Co.Ltd(688698) plans to use part of the over raised funds to permanently supplement the working capital have been verified, The verification is as follows:
1、 Basic information of raised funds
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 RMB ordinary shares, with 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 is 4183061 million yuan. All the above funds have been in place, which have been verified by Daxin Certified Public Accountants (special general partnership) and issued the capital verification report (daxinyz [2020] No. 500032) (hereinafter referred to as the “capital verification report”) on December 25, 2020. All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company has signed a tripartite supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds. For details, please refer to the company’s disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 28, 2020 Announcement on the listing of Suzhou Veichi Electric Co.Ltd(688698) initial public offering of shares on the science and innovation board.
2、 Investment projects committed to raising funds in issuance application documents
According to the prospectus of Suzhou Veichi Electric Co.Ltd(688698) initial public offering and listing on the science and innovation board, the total amount of funds raised by the company will be specifically invested in the following projects after deducting the issuance expenses:
No. project name investment amount amount of funds to be raised
(10000 yuan) (10000 yuan)
1 Suzhou phase II frequency converter and servo system automation 19110331911033 production base construction project
2. Construction project of Suzhou technology R & D center 719953719953
3. Supplementary working capital 10 Ping An Bank Co.Ltd(000001) 000000
Total 3630986
The net amount of funds raised this time was 4183061 million yuan, of which the amount of over raised funds was 552075 million yuan.
As of December 31, 2021, the company’s investment projects and use of raised funds are detailed in the company’s disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 18, 2022 Special report on the deposit and actual use of raised funds in Suzhou Veichi Electric Co.Ltd(688698) 2021 (Announcement No.: 2022007).
3、 The plan of using part of the over raised funds to permanently supplement the working capital
With the continuous expansion of the company’s production scale and business, the demand for operational working capital is increasing day by day. In order to meet the demand for working capital, improve the use efficiency of raised funds, reduce financial costs and safeguard the interests of listed companies and shareholders on the premise of ensuring the capital demand for the construction of investment projects with raised funds and the normal progress of projects with raised funds, 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 by listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the company’s raised funds management system, the company plans to use the over raised funds to permanently supplement the working capital for the company’s business development Daily business activities and other production and operation related to the main business meet the needs of the actual operation and development of the company and the interests of all shareholders.
The total amount of over raised funds of the company is 552075 million yuan. The amount to be used for permanent replenishment of working capital this time is 16 million yuan, accounting for 28.98% of the total amount of over raised funds. The company’s accumulated use of over raised funds to permanently supplement working capital within the last 12 months does not exceed 30% of the total amount of over raised funds, and does not violate the relevant provisions of the CSRC and Shanghai Stock Exchange on the use of raised funds of listed companies.
4、 Relevant instructions and commitments
The company promises that the permanent replenishment of working capital with the over raised funds will only be used in the production and operation related to the main business; The company promises that the accumulative amount used in every 12 months will not exceed 30% of the total amount of over raised funds; The company promises that the permanent replenishment of working capital with over raised funds will not affect the capital demand for the construction of investment projects with raised funds, and will not make high-risk investment or provide financial assistance to others within 12 months after replenishing working capital.
5、 Review procedures for implementation
The company held the 21st Meeting of the first board of directors and the 15th meeting of the first board of supervisors on April 15, 2022, deliberated and adopted the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed that the company should use part of the over raised funds of RMB 16 million to permanently supplement the working capital. The independent directors of the company expressed their independent opinions on this matter. 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 by listed companies (revised in 2022), the Listing Rules of Shanghai Stock Exchange’s Kechuang board and the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange’s Kechuang board No. 1 – standardized operation, the use of some over raised funds to permanently supplement working capital needs to be submitted to the general meeting of shareholders for deliberation, And provide online voting, which can be implemented only after being deliberated and approved by the general meeting of shareholders.
(I) opinions of independent directors
The independent directors of the company believe that the company uses some of the over raised funds of RMB 16 million to permanently supplement the working capital, which is conducive to improving the use efficiency of the raised funds and in line with the company’s development strategy and the interests of all shareholders. The use of the over raised funds will not affect the normal operation of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of the shareholders of the company. The matter has fulfilled the necessary legal procedures and complies with the provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the Listing Rules of Shanghai Stock Exchange Kechuang board and the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange Kechuang board No. 1 – standardized operation.
To sum up, we unanimously agree that the company will use some of the over raised funds of RMB 16 million to permanently supplement working capital, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(II) opinions of the board of supervisors
The board of supervisors of the company believes that the use of part of the over raised funds of RMB 16 million for permanent replenishment of working capital for the company’s business development, daily operation and other production and operation related to its main business is conducive to improving the use efficiency of the raised funds and is in line with the company’s development strategy and the interests of all shareholders. The permanent replenishment of working capital by over raised funds complies with the provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the Listing Rules of Shanghai Stock Exchange Kechuang board and the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange Kechuang board No. 1 – standardized operation. The deliberation procedures involved in the use of over raised funds to permanently supplement working capital comply with the provisions of laws, administrative regulations, departmental rules and other normative documents, and have been deliberated by the board of directors. The contents and voting of the deliberation proposal comply with the provisions of relevant systems, and there is no change in the purpose of raised funds and damage to the interests of shareholders. The board of supervisors agreed to the company’s use of over raised funds to permanently supplement working capital. The proposal can only be implemented after being deliberated and approved by the company’s general meeting of shareholders.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of part of the over raised funds to permanently supplement the working capital has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their independent opinions with explicit consent, fulfilled the necessary procedures, and need to be submitted to the general meeting of shareholders of the company for deliberation. This matter complies with the requirements of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, and the guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation. The company uses part of the over raised funds to permanently supplement the working capital for the production and operation related to the main business, which is conducive to improving the use efficiency of the raised funds and in line with the interests of the company and all shareholders.
In conclusion, the recommendation institution has no objection to the company’s use of some over raised funds to permanently supplement working capital.
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(there is no text on this page, which is the signature and seal page of Guotai Junan Securities Co.Ltd(601211) verification opinions on Suzhou Veichi Electric Co.Ltd(688698) using part of the over raised funds to permanently supplement the working capital) sponsor representative:
Xu Huixuan, Peng Han
Guotai Junan Securities Co.Ltd(601211) mm / DD / yyyy
