Northeast Securities Co.Ltd(000686)
About Vanjee Technology Co.Ltd(300552)
Verification opinions on using raised funds to replace self raised funds invested in raised investment projects in advance
Northeast Securities Co.Ltd(000686) (hereinafter referred to as " Northeast Securities Co.Ltd(000686) " or "sponsor") is the sponsor of Vanjee Technology Co.Ltd(300552) (hereinafter referred to as " Vanjee Technology Co.Ltd(300552) " and "company") issuing shares to specific objects in 2020, In accordance with 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 Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the Listing Rules of Shenzhen Stock Exchange on the gem and other relevant provisions, Prudently check the self raised funds of Vanjee Technology Co.Ltd(300552) that have been invested in the project with raised funds in advance. The verification conditions and verification opinions are as follows:
1、 Basic information of raised funds
According to the reply of China Securities Regulatory Commission on approving Vanjee Technology Co.Ltd(300552) to issue shares to specific objects for registration (CSRC license [2021] No. 178 approved and approved the company's application for registration of issuing shares to specific objects. The company issued 15232292 ordinary shares in RMB to 11 specific objects at an issue price of 26.26 yuan / share, and the total amount of funds raised was 39999987.92 yuan. After deducting the issuance fee of 8528301.72 yuan (excluding tax), the net amount of funds raised was 391471686.20 yuan.
On December 16, 2021, ShineWing Certified Public Accountants (special general partnership) issued the capital verification report (xyzh / 2021bjaa110957) to confirm that the above raised funds have arrived in the account. The company has deposited all the raised funds into the special account for raised funds management.
2、 Arrangements for the use of the raised funds
In view of the fact that the net amount of funds actually raised by the company's issuance of shares to specific objects is less than the planned amount of funds raised, the 17th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors deliberated and adopted the proposal on adjusting the investment amount of investment projects raised by issuing shares to specific objects and changing some investment projects raised by funds, The company shall adjust and change the investment amount of the investment projects with raised funds and some investment projects with raised funds.
The use plan of raised funds after adjustment and change is as follows:
No. before the adjustment of the investment project with raised funds, the proposed total amount of the project after the adjustment is used as the raised funds, and the total amount of the investment is used as the raised funds
Low cost automatic driving vehicle
1. R & D and production of miniaturized lidar and 52416 49101 25984.76 22669.21 intelligent network equipment
Industrialization construction project
2 construction project of intelligent transportation intelligent perception R & D center 20884 20884 16477.96
3. Construction of intelligent networking R & D center 20015 20015 0.00 project
Total 93315 90000 42462.72 39147.17
Note: after adjustment, it is proposed not to use the raised funds to invest in the "intelligent network research and development center construction project". The total investment amount and specific implementation progress of the project will be invested and implemented according to the company's R & D situation and its own funds.
3、 This time, the raised funds are used to replace the self raised funds invested in the raised investment projects in advance
In order to ensure the implementation progress of the raised investment project, the company has used self raised funds to invest in the raised investment project in advance before the funds raised by issuing shares to specific objects are in place. As of December 31, 2021, the actual amount invested by the company in advance with self raised funds is RMB 230.3969 million. All the raised funds have been in place on December 14, 2021. The company plans to use the raised funds of 197241400 yuan to replace the self raised funds invested in the raised projects in the early stage. The details are as follows:
Unit: 10000 yuan
No. raised investment project total project investment amount (after adjustment) (after adjustment) investment amount to be replaced with self raised funds of raised funds
Low cost automatic driving vehicle
1. R & D and production of miniaturized lidar and 25984.76 22669.21 15137.03 11821.48 intelligent network equipment
Industrialization construction project
2 construction project of intelligent transportation intelligent perception R & D center 16477.96 16477.96 7902.66 7902.66
Total 42462.72 39147.17 23039.69 19724.14
The amount of the above self raised funds invested in the raised investment project in advance has been verified by ShineWing Certified Public Accountants (special general partnership), and the assurance report on Vanjee Technology Co.Ltd(300552) replacing the self raised funds invested in the raised investment project in advance with the raised funds (xyzh / 2022bjaa110001) has been issued.
4、 Implementation of using raised funds to replace early investment
The company has made arrangements for the replacement of the early investment of the raised funds in the Vanjee Technology Co.Ltd(300552) prospectus for the issuance of shares to specific objects (Registration draft), that is, "before the raised funds are in place, the company will first invest with the self raised funds according to the actual progress of the project. After the raised funds are in place, the company will replace or repay the self raised funds invested in the early stage with the raised funds." The exchange of raised funds is consistent with the contents in the issuance application documents and does not conflict with the implementation plan of the raised investment project.
The company plans to replace the pre invested funds with self raised funds, and the replacement time of raised funds is less than six months from the arrival time of raised funds. The exchange of raised funds complies with the provisions of laws, regulations and regulatory documents such as 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 Shenzhen Stock Exchange No. 2 - standardized operation of Companies listed on GEM, as well as the relevant arrangements of issuance application documents, It does not affect the normal progress of the investment plan of the raised funds, nor does it change the purpose of the raised funds in a disguised form.
5、 Review procedures and relevant opinions for implementation
1. Deliberations of the board of directors
The 17th meeting of the 4th board of directors of the company deliberated and adopted the proposal on using raised funds to replace self raised funds of pre invested projects with raised funds. Before the raised funds are in place, in order to ensure the normal progress of the raised investment projects, the company will first invest in the raised investment projects with self raised funds. The board of directors agrees that the company will use the raised funds of 197241400 yuan to replace the self raised funds invested in the raised investment projects in advance.
2. Opinions of independent directors
After review, the independent directors believe that the company has fulfilled the necessary approval procedures for replacing the self raised funds invested in the raised investment project in advance with the raised funds, does not conflict with the implementation plan of the raised funds investment project, does not affect the normal progress of the raised funds investment project, and does not change the purpose of the raised funds in a disguised manner and damage the interests of shareholders. All independent directors unanimously agree that the company will use the raised funds to replace the self raised funds invested in the raised investment projects in advance. 3. Deliberations of the board of supervisors
The 14th meeting of the 4th board of supervisors of the company deliberated and adopted the proposal on using raised funds to replace self raised funds of pre invested projects with raised funds. The board of supervisors believes that the company's use of the raised funds to replace the self raised funds invested in the raised investment project in advance complies with the relevant provisions of relevant laws, regulations and normative documents, does not conflict with the implementation plan of the raised investment project, does not affect the normal progress of the raised investment project, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders, It is conducive to the sustainable development of the company and the interests of all shareholders. The board of supervisors approved the company to use the raised funds of 197241400 yuan to replace the self raised funds invested in the raised projects in advance.
4. Assurance conclusion of accounting firm
ShineWing Certified Public Accountants (special general partnership) conducted a special audit and issued the assurance report on Vanjee Technology Co.Ltd(300552) replacing self raised funds of pre invested projects with raised funds (xyzh / 2022bjaa110001), It is considered that the special instructions prepared by the management of the company have been prepared in accordance with the provisions of 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 GEM stocks of Shenzhen Stock Exchange and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, In all major aspects, it truthfully reflects the actual situation of the company replacing the self raised funds of the raised investment projects in advance with the raised funds as of December 31, 2021.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's use of raised funds to replace self raised funds invested in raised investment projects in advance has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors of the company have expressed clear consent to the matter and fulfilled the necessary approval procedures. ShineWing Certified Public Accountants (special general partnership) has made a special audit on the advance investment of self raised funds into projects invested by raising funds, and issued an assurance report. The company's use of raised funds to replace self raised funds invested in projects raised in advance complies with the provisions of relevant laws, regulations and rules, such as 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 Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, etc, There is no change in the use of the raised funds in a disguised form, which will not affect the normal progress of the investment plan of the raised funds. The recommendation institution has no objection to the company's use of the raised funds to replace the self raised funds invested in the raised investment projects in advance.
(there is no text on this page, which is the signature page of Northeast Securities Co.Ltd(000686) verification opinions on Vanjee Technology Co.Ltd(300552) using raised funds to replace self raised funds invested in raised investment projects in advance) sponsor representative:
Hang Lijun, Jia Qi
Northeast Securities Co.Ltd(000686) January 12, 2022
