Minsheng Securities Co., Ltd
About Shareate Tools Ltd(688257)
Special verification opinions on the deposit and actual use of raised funds in 2021 Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities" or "sponsor") as the sponsor of Shareate Tools Ltd(688257) (hereinafter referred to as " Shareate Tools Ltd(688257) " or "company") for initial public offering of shares and listing on the science and innovation board, In accordance with the relevant provisions of 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 raised funds by listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, and the guidelines for the self regulatory supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, Carefully checked the deposit and actual use of the raised funds in Shareate Tools Ltd(688257) 2021, and expressed the following opinions:
1、 Basic information of raised funds
1. Amount of raised funds and receipt of funds
With the approval of the reply on Approving the registration of Shareate Tools Ltd(688257) initial public offering of shares (zjxk [2021] No. 2759) issued by the China Securities Regulatory Commission, the company adopts a combination of directional placement to strategic investors, offline inquiry and placement to qualified offline investors, and online pricing issuance to social public investors who hold the market value of non restricted A-Shares and non restricted depositary receipts in Shanghai market, 23200000 RMB ordinary shares (A shares) are publicly issued, with a par value of 1 yuan per share and an issue price of 62.30 yuan per share. The total amount of funds raised is 14453 Shanghai Pudong Development Bank Co.Ltd(600000) 0 yuan. After deducting the issuance expenses such as underwriting fees and sponsor fees of 9383673889 yuan (excluding value-added tax), the net amount of funds raised is 135152326111 yuan, of which the amount of over raised funds is 69963536111 yuan. The availability of the above raised funds was verified by notary Tianye Certified Public Accountants (special general partnership) on October 21, 2021, and the capital verification report (Sugong w [2021] b096) was issued. The company has adopted a special account storage system for the raised funds.
2. Use and balance of raised funds as of December 31, 2021
Unit: RMB 10000
Project amount
Net proceeds 13515233
Less: accumulated investment amount of raised funds for investment projects 3544329
Including: the replacement amount of self raised funds invested in advance 1085530
Direct investment of raised funds 2475899
Less: idle raised funds temporarily supplement working capital
Less: supplementary working capital of over raised capital 2000000
Less: foreign investment of over raised funds 300000
Add: accumulated interest income and investment income (less handling charges) 158.87
Plus: outstanding issuance fee 33.80
Add: no equivalent funds have been transferred from the special account for raised funds to
652.99 fund of raised investment project paid by bank acceptance bill of general account
The balance of unused raised funds is 7755469
Including: closing balance for cash management 7545389
Note 1: among the unused raised funds, the balance of the special account for depositing raised funds is 21.018 million yuan, and the balance of the accounts for purchasing fixed income certificates, structural deposits and call deposits is 7545389 million yuan.
Note 2: unless otherwise specified in this special report, all values shall be kept to two decimal places. If the total is inconsistent with the mantissa of the total, it is caused by rounding.
2、 Deposit and management of raised funds
1. Management of raised funds
In order to regulate the deposit and use of the company's raised funds and effectively protect the legitimate rights and interests of investors, the company shall, in accordance with the company law of the people's Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies (revised in 2022) The management system of Shareate Tools Ltd(688257) raised funds (hereinafter referred to as the "management system") has been formulated in accordance with the actual situation of the company, such as the self regulatory guidelines No. 1 - standardized operation of companies listed on the science and Innovation Board of Shanghai Stock Exchange and other laws and regulations.
According to the regulations of the management system, the company and Minsheng securities are respectively associated with Industrial Bank Co.Ltd(601166) Suzhou Branch, Shanghai Pudong Development Bank Co.Ltd(600000) Suzhou Industrial Park sub branch and China Citic Bank Corporation Limited(601998) shares
Suzhou Branch of the Company Limited and China Merchants Bank Co.Ltd(600036) Suzhou Branch signed the tripartite supervision agreement on the storage of special account for raised funds (hereinafter referred to as the "supervision agreement") on October 22, 2021. The company respectively signed the three-party supervision agreement at Wuzhong sub branch of Industrial Bank Co.Ltd(601166) Suzhou Branch (Account No.: 206690100146140), Shanghai Pudong Development Bank Co.Ltd(600000) Suzhou Industrial Park sub branch (Account No.: 890400788012 Jiajia Food Group Co.Ltd(002650) ), China Citic Bank Corporation Limited(601998) Suzhou Branch Gusu sub branch (Account No.: 81120010113500621253) China Merchants Bank Co.Ltd(600036) Suzhou Branch Zhongxin sub branch (Account No.: 5129027 Caitong Securities Co.Ltd(601108) 60) opened a special account for raised funds (hereinafter referred to as "special account").
Wuhan Xinrui Alloy Tools Co., Ltd. (hereinafter referred to as "Wuhan Xinrui"), a wholly-owned subsidiary of the company, is the implementation subject of the company's fund-raising projects "cemented carbide products construction project", "cone bit construction project" and "R & D center construction project". It was deliberated and adopted at the sixth meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors, The capital raised by Wuhan Xinrui Investment Co., Ltd. for the above-mentioned project is 26 million yuan. In order to ensure the safe use of the raised funds, the company, Wuhan Xinrui and Minsheng securities signed regulatory agreements with China Merchants Bank Co.Ltd(600036) Suzhou Branch and China Citic Bank Corporation Limited(601998) Suzhou Branch on November 4, 2021. Wuhan Xinrui has opened special accounts for raising funds (hereinafter referred to as "special accounts") in China Citic Bank Corporation Limited(601998) Suzhou Branch Gusu sub branch (Account No.: 8112001013200628411) and China Merchants Bank Co.Ltd(600036) Suzhou Branch Zhongxin sub branch (Account No.: 12791025110606).
The company implements special account management for the raised funds and strict approval procedures for the use of the raised funds to ensure that the special funds are used for special purposes. There is no significant difference between the regulatory agreement and the model tripartite regulatory agreement of Shanghai Stock Exchange.
In 2021, the company deposited, used and managed the raised funds in strict accordance with the provisions of the regulatory agreement and relevant laws and regulations, exercised corresponding rights and fulfilled relevant obligations, and there were no violations of laws and regulations. As of December 31, 2021, the detailed balance of the company's special account for raised funds is as follows: unit: RMB 10000
Note no. of deposit amount in special account of opening bank of special account for raised funds
1 Industrial Bank Co.Ltd(601166) Suzhou 20669010014614036.47
Branch Wuzhong sub branch
2 Shanghai Pudong Development Bank Co., Ltd. 8904007880120 Jiajia Food Group Co.Ltd(002650) 42.03
Suzhou Industrial Park sub branch of the company
Note no. of deposit amount in special account of opening bank of special account for raised funds
3 China Citic Bank Corporation Limited(601998) Suzhou 81120010135006221532.85
Branch Gusu sub branch
4 China Merchants Bank Co.Ltd(600036) Suzhou 5129027 Caitong Securities Co.Ltd(601108) 60794.97
Branch Zhongxin sub branch
5 China Merchants Bank Co.Ltd(600036) Suzhou 12791025110606509.01
Branch Zhongxin sub branch
6 China Citic Bank Corporation Limited(601998) Suzhou 8112001013200628411715.48
Branch Gusu sub branch
Total 210080
3、 Actual use of raised funds this year
1. Use of raised funds
See the annex comparison table of use of raised funds for the comparison table of use of raised funds.
2. Advance investment and replacement of investment projects with raised funds
In order to seize the market opportunity and ensure the normal implementation of the raised investment project, before the raised funds are in place, the company will raise funds to pay relevant investment funds through bank loans and self owned funds according to the actual progress of the project. As of October 27, 2021, the amount invested by the company in advance with self raised funds in the investment projects with raised funds is RMB 10855297867. Notarial Tianye Certified Public Accountants (special general partnership) verified the advance investment of the above-mentioned raised investment projects and issued Sugong w [2021] e1429 verification report on the advance investment of raised capital investment projects with self raised funds. On November 1, 2021, the sixth meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in advance, and agreed to use the raised funds of 10855297867 yuan to replace the self raised funds invested in the projects invested in advance. In 2021, the company completed the replacement of raised funds.
3. Temporary replenishment of working capital with idle raised funds
During the reporting period, the company did not use idle raised funds to temporarily supplement working capital.
4. Cash management of idle raised funds and investment in related products
The sixth meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors of the company were held on November 1, 2021
The proposal on the use of over raised funds and some idle raised funds for cash management was deliberated and adopted
Italy company and its wholly-owned subsidiaries shall not exceed the use amount without affecting the use and construction of raised investment projects
The over raised funds of RMB 900 million and some idle raised funds are purchased in a timely manner, with high safety and liquidity
Good bank financial products or deposit products or income vouchers of securities companies (including but not limited to principal guaranteed financial products
Agreement deposits, structured deposits, time deposits, large amount negotiable certificates of deposit, securities firm income certificates, etc.)
The quota can be used in a circular and rolling manner and is valid within 24 months from the date of deliberation and approval by the board of directors and the board of supervisors of the company.
The products purchased by the company as of December 31, 2021 are as follows:
Unit: RMB 10000
Order trustee's product name product category product amount purchase date redemption date actually received whether to redeem the income of size type
Stable profit of the company
Shanghai Pudong Development Bank Co.Ltd(600000) shares 21jg6482 corporate structure 349 Shenzhen Zhongheng Huafa Co.Ltd(000020) 21 / 11 / 5 2021 / 12 / 6 9.17 is a limited company structural deposit (1 deposit
Monthly outlet exclusive (model B)
Stable profit of the company
Shanghai Pudong Development Bank Co.Ltd(600000) shares 21jg6559 corporate structure 11 China Vanke Co.Ltd(000002) 021 / 12 / 102021 / 12 / 24 10.91 is two limited company structural deposits (14 day deposits
Bearish
