Minsheng Securities Co., Ltd
About Zhiyang Innovation Technology Co.Ltd(688191)
Special verification report on the deposit and use of raised funds in 2021
Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” and “sponsor”) as the sponsor of Zhiyang Innovation Technology Co.Ltd(688191) (hereinafter referred to as ” Zhiyang Innovation Technology Co.Ltd(688191) ” and “company”) for initial public offering of shares and listing on the science and innovation board, According to the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of 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 measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) 》According to the requirements of relevant laws, regulations and normative documents, Minsheng securities checked the deposit and use of raised funds in Zhiyang Innovation Technology Co.Ltd(688191) 2021 and issued the following verification opinions:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
With the approval of the reply on Approving the registration of Zhiyang Innovation Technology Co.Ltd(688191) initial public offering (zjxk [2021] No. 614) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), and the consent of Shanghai Stock Exchange, the company issued 38261512 ordinary shares (A shares) in RMB for the first time, with a par value of 1.00 yuan and an issue price of 11.38 yuan per share. The total amount of funds raised in this public offering is RMB 43541600656, and the balance of RMB 39635940279 after deducting the relevant tax exclusive underwriting and recommendation fees of RMB 3905660377 (excluding the tax exclusive recommendation fees of RMB 94339623 paid by the company in the early stage) has been fully paid on April 1, 2021.
The total amount of funds raised this time is RMB 43541600656. After deducting the recommendation and underwriting fee (excluding tax) of RMB 4000000000 and other issuance expenses (excluding tax) of RMB 1711011796, the actual available funds raised are RMB 37830588860.
The above raised funds have been verified by the capital verification report (Xin Kuai Shi Bao Zi [2021] No. ze10079) issued by Lixin Certified Public Accountants (special general partnership) on April 1, 2021.
The use and balance of the company’s raised funds in this period are as follows:
Unit: 10000 yuan
Project amount
The net amount of raised funds actually received is 3963594
Less: after deducting the issuance expenses 180535
Less: expenditure amount of raised investment projects 2613687
Less: 840.00 yuan of permanent replenishment of working capital with over raised funds
Plus: the net amount of interest and financial management income of raised funds after deducting handling charges is 426.79
As of December 31, 2021, the balance of raised funds was 1128051
2、 Deposit management of raised funds
(I) management of raised funds
In order to standardize the management and use of the company’s 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 the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of 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 other relevant laws In accordance with the provisions of laws and regulations and normative documents, combined with the actual situation of the company, the special account storage system is implemented for the raised funds, and the provisions are made for the storage and use of the raised funds, the management of project implementation, the change of investment projects and the supervision of use. In April 2021, the company signed the tripartite supervision agreement on the special account storage of raised funds with the sponsor Minsheng Securities Co., Ltd. Bank Of China Limited(601988) Zibo High Tech sub branch, Industrial Bank Co.Ltd(601166) Zibo Branch, Industrial And Commercial Bank Of China Limited(601398) Zibo High Tech sub branch and Zibo sub branch of qishang Bank Co., Ltd., clarifying the rights and obligations of all parties. There is no significant difference between the above agreement and the tripartite supervision agreement (model) on the special account storage of raised funds of Shanghai Stock Exchange, and the company has strictly complied with and performed when using the raised funds.
(II) storage of raised funds in special account
As of December 31, 2021, the company has four special accounts for raised funds, and the deposits of raised funds are as follows:
Unit: 10000 yuan
Remarks on the balance of raised funds in the account number of the deposit bank
Bank Of China Limited(601988) Zibo hi tech 2286437697742087.19 – sub branch
Industrial Bank Co.Ltd(601166) Zibo Branch 3790101001007608393904.93-
Industrial And Commercial Bank Of China Limited(601398) Zibo 160 Shenzhen Maxonic Automation Control Co.Ltd(300112) 92 Canny Elevator Co.Ltd(002367) 971824.29 – Gaoxin sub branch
Zibo sub branch of qishang Bank Co., Ltd. 8011144014210115573464.10-
Total – 1128051-
3、 Actual use of raised funds this year
(I) comparison table of use of raised funds
As of December 31, 2021, the specific use of the raised funds for investment projects is shown in Schedule 1: comparison table of the use of raised funds.
(II) advance investment and replacement of raised funds
On June 1, 2021, the company held the 10th meeting of the 3rd board of directors and the 9th meeting of the 3rd board of supervisors, deliberated and approved the proposal on using raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses, and agreed to use the raised funds of 5737769891 yuan to replace self raised funds invested in raised projects in advance Use the raised funds of 1076042080 yuan to replace the self raised funds that have paid the issuance expenses, and use the raised funds of 6813811971 yuan to replace the self raised funds invested and paid in advance.
Lixin Certified Public Accountants (special general partnership) issued the special assurance report on the replacement of Zhiyang Innovation Technology Co.Ltd(688191) raised funds (Xin Hui Shi Bao Zi [2021] No. ze10484).
Minsheng securities issued the verification opinions of Minsheng Securities Co., Ltd. on Zhiyang Innovation Technology Co.Ltd(688191) using the raised funds to replace the self raised funds invested in the raised projects in advance and the paid issuance expenses.
(III) temporary replenishment of working capital with idle raised funds
(IV) cash management of idle raised funds
On April 21, 2021, the company held the 8th meeting of the 3rd board of directors and the 7th Meeting of the 3rd board of supervisors, deliberated and approved the proposal on cash management using some temporarily idle raised funds, and agreed that the company would conduct cash management on the idle raised funds with a maximum amount of no more than 300 million yuan for the purchase of high security Financial products or deposit products with good liquidity (including but not limited to structural deposits, principal guaranteed financial management, time deposits, certificates of deposit, etc.) can be used on a rolling basis without affecting the construction of investment projects and the use of raised funds, and the management of the company is authorized to handle them. The independent directors and the board of supervisors of the company have expressed their explicit consent, and Minsheng securities has issued clear verification opinions on the company’s use of temporarily idle raised funds for cash management.
In 2021, a total of 408.55 million yuan of bank financial products or deposit products (including but not limited to structural deposits, principal guaranteed financial products, time deposits, large certificates of deposit, etc.) were purchased, and 408.55 million yuan was recovered at maturity. The financial income received by the company from purchasing investment products with idle raised funds was 145522367 yuan. As of December 31, 2021, the company’s cash management of raised funds had been fully recovered, At present, there is no cash management of funds raised in transit.
(V) permanent replenishment of working capital or repayment of bank loans with over raised funds
On April 21, 2021, the company held the 8th meeting of the 3rd board of directors and the 7th Meeting of the 3rd board of supervisors, deliberated and adopted the proposal on using part of the excess raised funds to permanently supplement the working capital. On the premise of ensuring the capital demand of the construction of the investment projects with raised funds and the normal progress of the projects with raised funds, in order to meet the company’s working capital demand, improve the use efficiency of the raised funds and reduce the financial cost, Further improve the profitability of the company, safeguard the interests of listed companies and shareholders, and agree that the company will use part of the over raised funds of 8.4 million yuan to permanently supplement working capital, accounting for 29.30% of the total over raised funds, for production and operation related to its main business, No high-risk investment and financial assistance for objects other than holding subsidiaries will be made within 12 months after the permanent replenishment of working capital by the over raised funds. The independent directors of the company expressed their explicit consent, and Minsheng securities issued a clear verification opinion on the company’s use of some excess raised funds to permanently supplement working capital. As of December 31, 2021, the company has used 8.4 million yuan of over raised funds to permanently supplement working capital.
(VI) use of over raised funds for projects under construction and new projects (including acquisition of assets, etc.)
During the reporting period, the company did not use the over raised funds for projects under construction and new projects (including the acquisition of assets, etc.).
(VII) use of surplus raised funds
During the reporting period, the company did not use the surplus funds of raised investment projects for other raised investment projects or non raised investment projects.
(VIII) other information about the use of raised funds
During the reporting period, the company did not use the raised funds.
4、 Change the use of funds for investment projects with raised funds
(I) change of investment projects with raised funds
The investment project of the company’s raised funds in 2021 has not changed.
(II) external transfer or replacement of investment projects with raised funds
There is no external transfer or replacement of the company’s investment projects with raised funds in 2021.
5、 Problems in the use and disclosure of raised funds
The relevant information disclosed by the company timely, truly, accurately and completely reflects the storage and actual use of the company’s raised funds in 2021, and there is no illegal use and management of the raised funds.
6、 Concluding opinions of the assurance report issued by the accounting firm on the deposit and use of the company’s annual raised funds
Lixin Certified Public Accountants (special general partnership) believes that the Zhiyang Innovation Technology Co.Ltd(688191) 2021 special report on the deposit and use of raised funds is in accordance with the China Securities Regulatory Commission’s 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) (CSRC announcement [2022] No. 15) The relevant provisions of the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation have truthfully reflected the deposit and use of the company’s raised funds in 2021 in all major aspects.
7、 Concluding comments on the special verification report issued by the recommendation institution on the deposit and use of the company’s annual raised funds
After verification, the sponsor believes that: Zhiyang Innovation Technology Co.Ltd(688191) 2021’s deposit and actual use of the raised funds comply with the provisions of laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange’s science and Innovation Board (revised in December 2020), the guidelines for self discipline supervision of Shanghai Stock Exchange’s science and innovation board listed companies No. 1 – standardized operation, and the raised funds are stored and used in a special account, And timely fulfilled the relevant information disclosure obligations. The specific use of the raised funds is consistent with that disclosed by the company. There is no case of changing the purpose of the raised funds in disguise and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
In conclusion, Minsheng securities has no objection to the deposit and use of raised funds in Zhiyang Innovation Technology Co.Ltd(688191) 2021. (no text below)
Annex 1:
Comparison table of use of raised funds
