China Securities Co.Ltd(601066)
The verification opinions on the deposit and actual use of the raised funds of Bohai Automotive Systems Co.Ltd(600960) 2016 issuing shares to purchase assets and raising supporting funds in 2021 are 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 the raised funds of listed companies and the measures for the administration of the raised funds of listed companies of Shanghai Stock Exchange, China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “independent financial adviser”) as the independent financial adviser and lead underwriter of Bohai Automotive Systems Co.Ltd(600960) (hereinafter referred to as “the company”) who issues shares, pays cash to purchase assets and raises supporting funds and related party transactions The company has conducted special verification on the storage and use of the assets purchased by issuing shares and raising supporting funds in 2016 by checking bank statements. The verification results and verification opinions are hereby published as follows:
1、 Basic information of the raised funds
Approved by the reply of China Securities Regulatory Commission on approving Shandong Binzhou Bohai piston Co., Ltd. to issue shares to Beijing Hainachuan Auto Parts Co., Ltd. to purchase assets and raise supporting funds (zjxk [2016] No. 2951) and approved by Shanghai Stock Exchange, Shandong Binzhou Bohai piston Co., Ltd. (now renamed Bohai Automotive Systems Co.Ltd(600960) ) is a non-public offering of 188891316 RMB ordinary shares (A shares) by China Securities Co.Ltd(601066) securities, the lead underwriter, by sending an invitation to subscribe and a quotation to specific investors, at an issue price of 8.96 yuan per share. As of December 26, 2016, the company has actually issued 188891316 RMB ordinary shares (A shares) in a non-public manner, and the total amount of funds raised is RMB 169246619136. After deducting underwriting fee, recommendation fee of RMB 33 Shanghai Pudong Development Bank Co.Ltd(600000) 00 and other issuance expenses of RMB 1036 Shanghai Pudong Development Bank Co.Ltd(600000) , the net amount of funds actually raised is RMB 16485019136.
The availability of the above funds has been verified by zhongxinghua Certified Public Accountants (special general partnership), who issued a capital verification report zxhyz (2016) No. sd030017. In accordance with the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange (revised in 2013), relevant format guidelines and the management system for the special storage and use of raised funds, the company implements a special account for the storage of raised funds and implements strict approval procedures for the use of raised funds, so as to ensure that the special funds are used for special purposes. They have been registered in Bank Of Beijing Co.Ltd(601169) Jinan Daminghu sub branch, China Merchants Bank Co.Ltd(600036) Binzhou branch Agricultural Bank Of China Limited(601288) Binzhou branch opened a special deposit account for raised funds.
2、 Deposit, use and special account balance of raised funds
Unit: RMB
Time of occurrence of special account for raised funds
The total amount of raised funds is 169246619136
Less: intermediary fees and issuance fees 4396 Shanghai Pudong Development Bank Co.Ltd(600000)
Plus: accumulated interest income, investment income net of handling charges 1757548461
Less: amount of raised funds used in previous years 151838350630
As of December 31, 2020, the balance of raised funds was 14769216967
Plus: the net amount of interest income of raised funds deducting handling charges in 2021 is 185916857
Less: expenditure on projects invested with raised funds in 20216109229590
As of December 31, 2021, the balance of raised funds was 8845904234
Note 1: the expenditure amount of the company’s fund-raising projects in 2021 is 6109229590 yuan, and the total amount of funds raised has been 162344180220 yuan.
3、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds, the company has formulated the measures for the management of raised funds in accordance with the provisions and requirements of the measures for the management of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) and relevant format guidelines, and in combination with the actual situation of the company. The company stores the raised funds in a special account and implements strict approval procedures for the use of the raised funds to ensure that the special funds are used for special purposes.
After issuing shares to purchase assets and raising supporting funds in 2016, the company and independent financial consultant China Securities Co.Ltd(601066) securities signed a tripartite supervision agreement with Bank Of Beijing Co.Ltd(601169) Jinan Daminghu sub branch, China Merchants Bank Co.Ltd(600036) Binzhou branch, and signed a quadripartite supervision agreement with Hainachuan (Binzhou) engine parts Co., Ltd., Agricultural Bank Of China Limited(601288) Binzhou branch. After the proposal of Bohai Automotive Systems Co.Ltd(600960) on the change and extension of some investment projects with raised funds and the use of raised funds to increase the capital of subsidiaries was deliberated and approved at the 28th meeting of the seventh board of directors in 2020 and the third extraordinary general meeting in 2020, the company, Agricultural Bank Of China Limited(601288) Binzhou branch and independent financial consultant China Securities Co.Ltd(601066) securities and the subsidiary piston Co., Ltd Binzhou Temai signed the tripartite supervision agreement on the storage of special account for raised funds.
There is no significant difference between the above regulatory agreement and the model regulatory agreement of Shanghai Stock Exchange, and there is no problem in the performance of the above regulatory agreement.
If the company withdraws more than 50 million yuan from the special account in one time or within 12 months and reaches 20% of the net amount after deducting the issuance expenses from the total amount of the raised funds, it shall timely notify China Securities Co.Ltd(601066) securities and provide the expenditure list of the special account.
(II) storage of raised funds in special account
As of December 31, 2021, the specific deposit of raised funds is as follows:
Unit: RMB
Deposit bank – amount of special account for raised funds
Bank Of Beijing Co.Ltd(601169) Jinan Daminghu sub branch 2 China Vanke Co.Ltd(000002) 5672600144669767090191163
China Merchants Bank Co.Ltd(600036) Binzhou branch 5319000493106031701304794
Agricultural Bank Of China Limited(601288) Binzhou branch 157540010402228352439703
Agricultural Bank Of China Limited(601288) Binzhou branch 15754 Xj Electric Co.Ltd(000400) 2895919685.74
Total 8845904234
(III) cancellation of special account for raised funds
As the company’s project of “repaying part of the bank loan for the acquisition of 75% equity of BTAH in Germany” was completed in January 2021, the company completed the cancellation procedures of the special account for the investment project of raised funds in February 2021, and the remaining principal and interest of the raised funds in the account totaled 1.642 million yuan were transferred to the special account for raised funds of the subsidiary piston Co., Ltd, It is used for the fund-raising investment project “national VI high efficiency automobile piston intelligent manufacturing project” (hereinafter referred to as “national VI high efficiency piston project”). For details, please refer to the announcement on canceling the special account for raised funds (No. 2021007) disclosed by the company on the website of Shanghai Stock Exchange on February 6, 2021. Information of the cancelled special account for raised funds:
Account subject bank account No
Binzhou Temai Auto Parts Co., Ltd. Agricultural Bank Of China Limited(601288) Binzhou branch 1575400104029114
4、 Actual use of raised funds this year
(I) comparison table of use of raised funds
See the attached table for the comparison table of the use of shares issued to purchase assets and raise supporting funds in 2016.
(II) replacement of investment projects with raised funds
Before the receipt of the raised funds on December 26, 2016, the company invested a total of 30351300 yuan in the raised funds project with its own funds in advance, which was replaced with the raised funds on January 25, 2017. Zhongxinghua Certified Public Accountants (special general partnership) issued zhongxinghua Hezi (2017) No. 030001 “special assurance report on the special instructions for Shandong Binzhou Bohai piston Co., Ltd. to pre invest the raised investment projects with self raised funds” to verify the above matters.
(III) cash management of idle raised funds and investment in related products
None.
(IV) temporary replenishment of working capital with raised funds
None.
5、 Change the use of funds for investment projects with raised funds
The 28th meeting of the seventh board of directors, the 15th meeting of the seventh board of supervisors and the third extraordinary general meeting of shareholders in 2020 deliberated and adopted the proposal on the change, extension and capital increase of subsidiaries with some raised funds, which raised 425140900 yuan for the “250000 sets of cylinder block and cylinder head project” and 53.2 million yuan for the “forward looking technology research center project”, A total of 4783409 million yuan was used to repay some bank loans for the acquisition of 75% equity of BTAH in Germany. The remaining 24.86 million yuan raised from the “forward looking technology research center project” was used for the “national VI high efficiency piston project”.
The seventh meeting of the eighth board of directors, the fourth meeting of the eighth board of supervisors and the fifth extraordinary general meeting of shareholders in 2021 deliberated and adopted the proposal on partial change of investment projects raised by non-public development banks in 2016, The remaining raised funds of 467698 million yuan for the “250000 sets of cylinder blocks and cylinder heads project” and 222935 million yuan for the “forward looking technology research center project” and the accumulated interest generated in the special account of the raised funds, totaling 879054 million yuan, were used for the “national VI high efficiency piston project”.
See attached table 2 for the use of funds of the project invested by raised funds
6、 Problems in the use and disclosure of raised funds
None.
7、 Special verification opinions of Accountants on the annual storage and use of raised funds
Zhongxinghua Certified Public Accountants (special general partnership) reviewed the special report on the annual storage and actual use of Bohai Automotive Systems Co.Ltd(600960) raised funds and issued the assurance report on the annual storage and actual use of Bohai Automotive Systems Co.Ltd(600960) raised funds. Zhongxinghua Certified Public Accountants (special general partnership) believes that, The special report on the annual deposit and actual use of raised funds of the company in 2021 is prepared in all major aspects in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies issued by China Securities Regulatory Commission and the measures for the management of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) issued by Shanghai Stock Exchange.
8、 Main verification work of the recommendation institution
The sponsor checked the deposit and use of the company’s raised funds and the implementation of the investment projects with the raised funds through data review, communication and other means.
9、 China Securities Co.Ltd(601066) securities verification opinions
Upon verification, China Securities Co.Ltd(601066) Securities believes that the company’s issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions, the deposit and actual use of the raised funds in 2021 comply with the provisions of regulations and documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies and the measures for the management of the raised funds of listed companies of Shanghai Stock Exchange (revised in 2013), The raised funds have been deposited and used in a special account, and there is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
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Attached table 1: comparison of use of assets purchased by issuing shares and raising supporting funds in 2016
Change of project investment in 2021:
(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) opinions on the verification of Bohai Automotive Systems Co.Ltd(600960) issuing shares to purchase assets and raising supporting funds in 2016 and the deposit and actual use of raised funds in 2021)
Independent financial advisor sponsor:
Song Shuangxi, Lv Jia
China Securities Co.Ltd(601066) mm / DD / yyyy
Schedule 1:
