Zheshang Securities Co.Ltd(601878)
About Unittec Co.Ltd(000925)
Special verification report on the deposit and use of raised funds in 2021
Zheshang Securities Co.Ltd(601878) (hereinafter referred to as " Zheshang Securities Co.Ltd(601878) ") as an independent financial consultant for Unittec Co.Ltd(000925) (hereinafter referred to as "listed company", " Unittec Co.Ltd(000925) ") to issue shares, purchase assets and raise supporting funds, in accordance with the measures for the administration of securities issuance and listing recommendation business, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of funds raised by listed companies, the stock listing rules of Shenzhen Stock Exchange The guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant provisions have carefully and prudently verified the deposit and use of raised funds of Listed Companies in 2021. The details of verification are as follows:
1、 Verification by independent financial advisers
Zheshang Securities Co.Ltd(601878) the sponsor of the financial consultant inquired the special account of the raised funds, consulted the special instructions for the deposit and use of the raised funds in Unittec Co.Ltd(000925) 2021, the assurance report on the annual use of the raised funds by accountants and various business and management rules and regulations, and evaluated the integrity of the raised funds system from the aspects of the company's management of the raised funds, the purpose of the raised funds, the information disclosure of the raised funds, etc Rationality and effectiveness were verified.
2、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
With the approval of zjxk [2017] No. 243 document of China Securities Regulatory Commission, the listed company issued 42758616 RMB ordinary shares to Tang Xinliang and others to purchase relevant assets, and privately issued no more than 29843255 RMB ordinary shares to raise supporting funds, Unittec Co.Ltd(000925) finally allotted 29843255 ordinary shares of RMB to 6 investors including Yongci equity investment partnership (limited partnership) in Ningbo Meishan free trade port area to raise supporting funds. After deducting the underwriting fee and financial consulting fee of RMB 13 Shanghai Pudong Development Bank Co.Ltd(600000) 00, the raised funds reached the account of 4623991725. The above-mentioned availability of raised funds was verified by Tianjian certified public accountants, and the capital verification report (tjy [2017] No. 214) was issued on June 13, 2017.
(II) use and balance of raised funds
The total amount of funds raised this time was 4759999 million yuan, and the actual use of funds raised in 2017 was 2843237 million yuan
The actual use of raised funds in 2018 was 574321 million yuan, and the net amount of bank deposit interest received in 2018 after deducting bank handling charges was 329700 yuan, which was used to temporarily supplement working capital of 120 million yuan. The actual use of raised funds in 2019 was 685725 million yuan, and the net amount of bank deposit interest received in 2019 after deducting bank handling charges was -17500 yuan. As of April 12, 2019, the company returned all the above-mentioned raised funds of 120 million yuan used to supplement working capital to the special account of raised funds of the company for permanent supplement of working capital of 15 million yuan and temporary supplement of working capital of 35 million yuan.
The actual use of raised funds in 2020 was 128356 million yuan, and the net amount of bank deposit interest received in 2020 minus bank handling charges was 49700 yuan. As of April 21, 2020, the company returned all the above-mentioned 35 million yuan raised funds used to supplement working capital to the special account for raised funds of the company. On May 29, 2020, it was used to temporarily supplement working capital of 27 million yuan.
The actual use of raised funds in 2021 was 470800 yuan, and the net amount of bank deposit interest received in 2021 after deducting bank handling charges was 26600 yuan. As of April 22, 2021, the company returned all the above-mentioned raised funds of 27 million yuan for temporary replenishment of working capital to the special account for raised funds of the company. According to the proposal on permanent replenishment of working capital with the funds raised from the purchase of asset balance by issuing shares in 2017, which was deliberated and approved by the 23rd Meeting of the seventh board of directors, the 18th meeting of the seventh board of supervisors and the 2020 annual general meeting of shareholders, the company will permanently replenish the working capital with the remaining funds raised totaling 381618 million yuan. After permanently supplementing the raised funds with working capital, the company will cancel the special account for raised funds of Shanghai Pudong Development Bank Co.Ltd(600000) qiushi sub branch on June 11, 2021, the special account for raised funds of Bank of Shaoxing on June 15, 2021, and the special account for raised funds of Hua Xia Bank Co.Limited(600015) hangzhou Binjiang sub branch on July 14, 2021.
By the end of 2021, the company had used a total of 423634700 yuan of raised funds, received 797000 yuan of bank deposit interest net of bank handling charges, and used 53161800 yuan of permanent supplementary working capital. As of December 31, 2021, the company has cancelled the special account for raised funds.
3、 Deposit and management of raised funds
(I) management of raised funds
In order to regulate the management and use of the raised funds, improve the efficiency and efficiency of the use of funds, and protect the rights and interests of investors, listed companies shall, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and other relevant laws Laws and regulations, normative documents and relevant provisions of the management system for the use of raised funds were deliberated and adopted at the eighth interim meeting of the sixth board of directors of the listed company, and it was agreed that the listed company should set up special accounts for raised funds in the business department of the head office of Shaoxing bank, Hua Xia Bank Co.Limited(600015) Binjiang sub branch and Bank Of China Limited(601988) Hangzhou Binjiang sub branch respectively. On June 26, 2017, the listed company as Party A and Zheshang Securities Co.Ltd(601878) as Party C signed the tripartite supervision agreement on raised funds with Bank Of China Limited(601988) Hangzhou Binjiang sub branch, Bank of Shaoxing Co., Ltd. and Hua Xia Bank Co.Limited(600015) Hangzhou branch respectively. The raised funds shall be stored in a special account, and the use of the raised funds shall be subject to strict examination and approval procedures.
According to the resolution of the 17th meeting of the 6th board of directors of the listed company, Hangzhou Lin'an Zhonghe Intelligent Technology Co., Ltd. was approved to set up a new special fund-raising account in Shanghai Pudong Development Bank Co.Ltd(600000) Hangzhou Qiushi sub branch, and Unittec Co.Ltd(000925) provided loans to Hangzhou Lin'an Zhonghe Intelligent Technology Co., Ltd. for the implementation of the intelligent train R & D project of Qingshanhu science and technology city.
On August 1, 2017, the listed company and Hangzhou Lin'an Zhonghe Intelligent Technology Co., Ltd., as Party A and Zheshang Securities Co.Ltd(601878) as Party C, signed the tripartite supervision agreement for raised funds with Shanghai Pudong Development Bank Co.Ltd(600000) Hangzhou Qiushi sub branch.
There is no significant difference between the above tripartite supervision agreement on raised funds and the model tripartite supervision agreement of Shenzhen Stock Exchange, and all agreements have been effectively implemented.
(II) storage of raised funds in special account
Listed companies issue shares to purchase assets and raise supporting funds, with a total of 4 fund-raising accounts. The details are as follows:
Account name deposit bank account number
Unittec Co.Ltd(000925) Shaoxing Bank Co., Ltd. head office business department 2 Focus Technology Co.Ltd(002315) 022 Shahe Industrial Co.Ltd(000014)
Unittec Co.Ltd(000925) Bank Of China Limited(601988) Hangzhou Binjiang sub branch 398772614484
Unittec Co.Ltd(000925) Hua Xia Bank Co.Limited(600015) Binjiang sub branch 104700 China Vanke Co.Ltd(000002) 86664
Hangzhou Lin'an Zhonghe intelligent Shanghai Pudong Development Bank Co.Ltd(600000) Hangzhou qiu95180154800005789
Technology Co., Ltd. is a sub branch
On April 15, 2019, the sixth meeting of the seventh board of directors and the fifth meeting of the seventh board of supervisors deliberated and adopted the proposal on closing the investment projects with raised funds and permanently replenishing the balance of raised funds into working capital. The proposal was deliberated and approved by the 2018 annual general meeting of shareholders of the company on May 7, 2019, and the independent directors expressed their consent. The R & D project of the company's automatic driverless signal system solution has been completed, and the remaining raised funds of the project have been permanently replenished with working capital of 15 million yuan. In view of the permanent replenishment of the raised funds of the project, the company has cancelled the raised funds account of Bank Of China Limited(601988) Binjiang sub branch corresponding to the raised investment project on October 15, 2019 (bank account No.: 398772614484).
On April 27, 2021, the 23rd Meeting of the seventh board of directors and the 18th meeting of the seventh board of supervisors deliberated and adopted the proposal on permanent replenishment of working capital by raising funds from the balance of assets purchased by issuing shares in 2017. The proposal was deliberated and approved by the 2020 annual general meeting of shareholders of the company on May 18, 2021, and the independent directors expressed their consent. The company will raise 381618 million yuan from the balance of the project to permanently supplement the working capital. After permanently replenishing the working capital with the raised funds, the company closed the special account for raised funds of Shanghai Pudong Development Bank Co.Ltd(600000) Qiushi sub branch (bank account No.: 95180154800005789) on June 11, 2021, the special account for raised funds of Shaoxing Bank (bank account No.: 2 Focus Technology Co.Ltd(002315) 022 Shahe Industrial Co.Ltd(000014) ) on June 15, 2021 The special account for raising funds of Hua Xia Bank Co.Limited(600015) Hangzhou Binjiang sub branch (bank account No.: 104700 China Vanke Co.Ltd(000002) 8664) was closed on July 14, 2021.
As of December 31, 2021, the listed company has cancelled the special account of raised funds corresponding to the project of issuing shares to purchase assets and raising supporting funds.
4、 Actual use of raised funds this year
(I) comparison table of use of raised funds
See the appendix of this verification report for the comparison table of the use of raised funds.
(II) description of abnormal conditions in the project invested by raised funds
There was no abnormality in the investment projects of raised funds this year.
(III) advance investment and replacement of investment projects with raised funds
In 2021, there was no advance investment and replacement of the raised funds for investment projects. (IV) temporary replenishment of working capital with idle raised funds
On April 28, 2020, the 14th meeting of the 7th board of directors and the 13th meeting of the 7th board of supervisors deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital. The company used some idle raised funds of RMB 27 million to temporarily supplement working capital. On April 22, 2021, The company will return all the above 27 million yuan raised funds used to temporarily supplement working capital to the special account for raised funds of the company. In addition, the company did not use idle raised funds to temporarily supplement working capital in 2021.
(V) use of surplus raised funds
On april152019, the sixth meeting of the seventh board of directors and the fifth meeting of the seventh board of supervisors deliberated and adopted the proposal on closing projects invested by raised funds and permanently supplementing the balance of raised funds with working capital. Both independent directors and independent financial advisers expressed their consent. On may7,2019, the proposal was deliberated and passed at the 2018 annual general meeting of shareholders of the company. The R & D project of the company's fully automatic driverless signal system solution has been implemented, and the project balance has raised 15 million yuan to permanently supplement the working capital for the company's daily operation and business development.
On April 27, 2021, the 23rd Meeting of the seventh board of directors and the 18th meeting of the seventh board of supervisors deliberated and approved the proposal on permanent replenishment of working capital by raising funds from the balance of assets purchased by issuing shares in 2017. The proposal was deliberated and approved by the 2020 annual general meeting of shareholders of the company on May 18, 2021. With the completion of the smart train R & D project of Qingshanhu science and technology city at the end of 2020, In 2017, the company issued shares to purchase assets and raised supporting funds for all raised investment projects have been completed, and the company will permanently supplement the working capital with the project balance of 381618 million yuan.
5、 Change the use of funds for investment projects with raised funds
In 2021, the listed companies did not change the investment projects of raised funds.
6、 Problems in the use and disclosure of raised funds
In 2021, there were no major problems in the use and disclosure of raised funds by listed companies.
7、 Assurance opinions of Accountants on the special report on the annual storage and use of raised funds of listed companies Tianjian Certified Public Accountants (special general partnership) issued Unittec Co.Ltd(000925) "assurance report on the annual storage and use of raised funds" in 2021, The assurance conclusion is as follows: "the special report on the deposit and use of raised funds in 2021 prepared by the management of Unittec Co.Ltd(000925) company complies with the provisions of self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and relevant format guidelines, and truthfully reflects the actual deposit and use of raised funds of Unittec Co.Ltd(000925) company in 2021".
8、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that in 2021, the listed company strictly implemented the special account storage system for raised funds, effectively implemented the supervision agreement for raised funds, and the relevant information disclosed was timely, true, accurate and complete. Except for the disclosed circumstances, there was no violation of the measures for the Administration of securities issuance and listing recommendation business Regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, stock listing rules of Shenzhen Stock Exchange, guidelines for the standardized operation of listed companies on the main board of Shenzhen Stock Exchange and other relevant provisions.
Annex: comparison table of use of raised funds
enclosure
