Sinolink Securities Co.Ltd(600109)
About Hangzhou Zhengqiang transmission Co., Ltd
Verification opinions on the deposit and use of raised funds in 2021
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “sponsor”) is the sponsor of Hangzhou Zhengqiang transmission Co., Ltd. (hereinafter referred to as “Zhengqiang” or “company”) for initial public offering and listing on GEM, In accordance with the provisions of laws, regulations and normative documents such as 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 guidelines for the self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, and the guidelines for the self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 13 – recommendation business, The deposit and use of the raised funds of Zhengqiang shares in 2021 were carefully verified, and the verification opinions are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
According to the reply on Approving the registration of initial public offering of shares of Hangzhou Zhengqiang transmission Co., Ltd. (zjxk [2021] No. 2745) issued by the China Securities Regulatory Commission, the company has Sinolink Securities Co.Ltd(600109) adopted the balance underwriting method to develop 20 million RMB common shares (A shares) to the public, with an issue price of RMB 17.88 per share and a total raised capital of RMB 357.6 million, After deducting 49.28 million yuan of underwriting and recommendation fees, the raised fund was 308.32 million yuan, which was remitted to the company’s raised fund supervision account by the lead underwriter Sinolink Securities Co.Ltd(600109) on November 17, 2021. In addition, after deducting 183374 million yuan of additional external expenses directly related to the issuance of equity securities, such as online issuance fee, prospectus printing fee, reporting accountant fee and lawyer fee, the net amount of funds raised by the company this time is 2899826 million yuan. The availability of the above raised funds has been verified by Tianjian Certified Public Accountants (special general partnership), who issued the capital verification report (Tianjian Yan [2021] No. 644).
(II) use and balance of raised funds
The actual use of the company’s raised funds in 2021 is as follows: (1) the company replaces the self raised funds of 9.6103 million yuan invested in the investment projects with the raised funds in advance; (2) The over raised funds supplement the working capital of 240900 yuan; (3) 63700 yuan was directly invested in the raised investment project.
As of December 31, 2021, the amount of unused raised funds was 2805239 million yuan (including 456200 yuan of net interest income), including 1065239 million yuan of raised funds deposited in the special account and 174 million yuan of cash management balance of raised funds.
2、 Deposit and management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use, and protect the rights and interests of investors, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) (SZS [2020] No. 1292) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (SZS [2022] No. 14) and other relevant laws, regulations and normative documents, Combined with the actual situation of the company, the measures for the management of the raised funds of Hangzhou Zhengqiang transmission Co., Ltd. (hereinafter referred to as the management measures) are formulated. According to the management measures, the company has implemented a special account for the raised funds, set up a special account for the raised funds in the bank, and signed the tripartite supervision agreement for the raised funds with China Merchants Bank Co.Ltd(600036) Hangzhou Xiaoshan sub branch and Shanghai Pudong Development Bank Co.Ltd(600000) Hangzhou Xiaoshan sub branch together with the sponsor on November 25, 2021, clarifying the rights and obligations of all parties; The company and Zhejiang Zhengqiang Auto Parts Co., Ltd., together with the sponsor, signed the tripartite supervision agreement on raised funds with Industrial And Commercial Bank Of China Limited(601398) Anji sub branch on December 18, 2021, clarifying the rights and obligations of all parties. There is no significant difference between the tripartite regulatory agreement and the model tripartite regulatory agreement of Shenzhen Stock Exchange, and the company has strictly complied with the raised funds.
(II) storage of raised funds in special account
As of December 31, 2021, the company has five special accounts for raised funds, and the deposits of raised funds are as follows:
Unit: Yuan
Account name deposit bank account number raised fund balance remarks
Zhengqiang shares China Merchants Bank Co.Ltd(600036) shares 57190388431011110043467336 special account for raised funds Co., Ltd
Account name deposit bank account number raised fund balance remarks
Shanghai Pudong Development
Bank of China Limited 950700788019 Shenzhen Tellus Holding Co.Ltd(000025) 3458878127 special account for raised funds Hangzhou Branch
Xiaoshan sub branch
Shanghai Pudong Development
Bank Co., Ltd. 95070078801 China Vanke Co.Ltd(000002) 539174466965 special account for raised funds Hangzhou Branch
Xiaoshan sub branch
Shanghai Pudong Development
Bank Co., Ltd. 950700788014 Shenzhen Tellus Holding Co.Ltd(000025) 40274713705 special account for raised funds Company Hangzhou Branch
Xiaoshan sub branch
Zhejiang Zhengqiang Automobile China Industrial And Commercial Bank Of China Limited(601398)
Spare parts Co., Ltd. 12052900291 Shenzhen Huakong Seg Co.Ltd(000068) 72100864500 special account for raised funds si’anji sub branch
Total — 10652390633-
3、 Actual use of raised funds during the reporting period
(I) use of raised funds
The actual use of the raised funds during the reporting period is detailed in the attached table comparison table of the use of raised funds.
(II) changes in the place and mode of implementation of the project invested with raised funds
As of December 31, 2021, the company has not changed the implementation location and implementation mode of raised investment projects.
(III) early investment and replacement of raised investment projects
On December 20, 2021, the company held the 10th meeting of the first board of directors and the 10th meeting of the first board of supervisors, deliberated and adopted the proposal on using raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid issuance expenses, The board of directors agreed that the company would use the raised fund of 1133200405 yuan to replace the actual investment amount of 961030600 yuan and the paid issuance fee of 172169805 yuan invested in the raised fund investment projects in advance with self raised funds.
Tianjian Certified Public Accountants (special general partnership) issued the assurance report on Hangzhou Zhengqiang transmission Co., Ltd. investing in raised investment projects with self raised funds in advance (tianjianshen [2021] No. 10066). The sponsor Sinolink Securities Co.Ltd(600109) and the board of supervisors and independent directors of the company have expressed their explicit consent and unanimously agreed that the company will replace the self raised funds invested in the raised projects in advance with the raised funds.
(IV) temporary replenishment of working capital with idle raised funds
As of December 31, 2021, the company does not temporarily supplement working capital with idle raised funds.
(V) use of surplus raised funds
As of December 31, 2021, the company has no surplus of raised funds.
(VI) use of over raised funds
The company held the ninth meeting of the first board of directors and the ninth meeting of the first board of supervisors on December 3, 2021, and the second extraordinary general meeting of shareholders in 2021 on December 20, 2021, which deliberated and adopted the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed that the company would use part of the over raised funds from the initial public offering of 89000 yuan to permanently supplement the working capital. As of December 31, 2021, the over raised funds actually transferred out of the company to the basic account for replenishing working capital were 240900 yuan.
(VII) cash management of idle raised funds
The company held the ninth meeting of the first board of directors and the ninth meeting of the first board of supervisors on December 3, 2021, and the second extraordinary general meeting of shareholders in 2021 on December 20, 2021. The proposal on cash management using some temporarily idle raised funds and self owned funds was deliberated and adopted. Under the condition of ensuring that the construction of investment projects with raised funds and the normal operation of the company will not be affected, It is agreed that the company will use idle raised funds with a limit of no more than 270 million yuan and its own funds with a limit of no more than 260 million yuan for cash management. The validity period of cash management is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Within the above limit and period, it can be used circularly and continuously.
As of December 31, 2021, the company used idle raised funds to purchase financial products, and the amount that has not yet expired is 174 million yuan. In 2021, the company used idle raised funds to purchase financial products is as follows: unit: 10000 yuan
Product purchase money maturity annualized serial number trustee product name income value date maturity rate type (%)
Shanghai Pudong Development yinliduo Co., Ltd. breakeven
Bank 1 Co., Ltd. stable profit floating 54 Shenzhen Zhongheng Huafa Co.Ltd(000020) 21 / 12 / 242022 / 3 / 24 1.40-3.40 Hangzhou Xiaoshan sub branch 21jg6595 income
China Merchants Bank Co.Ltd(600036) Zhi
China Merchants Bank Co.Ltd(600036) stock Youying series enterprising breakeven
2 Limited Company Hangzhou Xiaoshan type interval cumulative floating 10 China Vanke Co.Ltd(000002) 021 / 12 / 242022 / 3 / 24 1.30-3.30 day structural income of sub branch
deposit
3. China Industrial And Commercial Bank Of China Limited(601398) shares fixed deposit of Anji fixed assets Co., Ltd
Sub branch income
Total 1740000 —
As of the approval date of this report, all the above financial products have been matured and redeemed, and all the principal and income have been transferred to the special account for raising funds of the company.
(VIII) purpose and destination of unused raised funds
As of December 31, 2021, the total amount of the company’s unused raised funds was 2805239 million yuan, of which 1065239 million yuan was deposited in the special account for raised funds, and the undue balance of using some temporarily idle raised funds for cash management was 174 million yuan.
4、 Change the use of funds for investment projects with raised funds
As of December 31, 2021, the company has not changed the investment projects of raised funds.
5、 Problems in the use and disclosure of raised funds
During the reporting period, there were no major problems in the use and disclosure of the company’s raised funds.
6、 Assurance opinions of Accountants on the deposit and use of raised funds in 2021
Tianjian Certified Public Accountants (special general partnership) verified the special report on the annual storage and use of raised funds of Zhengqiang Co., Ltd. and issued the assurance report on the annual storage and use of raised funds. The assurance conclusion is: “we believe that the annual report on the annual storage and use of raised funds of 2021 prepared by the board of directors of Zhengqiang Co., Ltd
