First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd
About Gosun Holdings Co.Ltd(000971)
Special verification opinions on the deposit and use of raised funds in 2021
For the year of 2016, Gaochuang Securities Co., Ltd. (hereinafter referred to as “Gaochuang Securities Co., Ltd.”), “35, In accordance with the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial consulting business of mergers and acquisitions of listed companies, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, Gaosheng holdings conducted a prudent verification on the deposit and use of raised funds in 2021. Our verification is aimed at the legality and compliance of the use procedures and disclosure of the company’s remaining raised funds in 2021, and does not constitute a judgment indicating or implying the commercial rationality and operational risk of such raised funds in any case. Our opinion depends on the authenticity, accuracy and integrity of the information provided by the company and other parties. The details are as follows: I. Basic information of raised funds
On July 14, 2016, the China Securities Regulatory Commission issued the reply on approving Gosun Holdings Co.Ltd(000971) to issue shares to purchase assets and raise supporting funds from Yuan Jianing and others (zjxk [2016] No. 1613). According to the reply, the company privately issued 47131147 RMB ordinary shares to specific investors, with a par value of RMB 1 per share and an issue price of RMB 24.40. The total amount of funds raised was RMB 11499998680. After deducting the underwriting Commission of RMB 3400000000, the actual funds raised were RMB 111599998680, After deducting other issuance expenses paid by the listed company totaling RMB 239032829, the net amount of funds actually raised is RMB 111360965851. All the above raised funds were received on September 6, 2016 and verified by the capital verification report Zhonghuan Yan Zi (2016) No. 010101 issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) on September 6, 2016.
In 2021, listed companies used 60 million yuan of raised funds, and the interest generated from the deposit of raised funds in the bank and deducting bank handling charges totaled 15521322 yuan; As of December 31, 2021, the total amount of raised funds used by listed companies was 110239161676 yuan, and the balance of unused raised funds was 1407071357 yuan (including interest generated from bank deposits of raised funds and deducting bank handling charges). 2、 Deposit and management of raised funds
(I) formulation and implementation of raised funds management system
Listed companies have complied with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the stock listing rules of Shenzhen Stock Exchange, the measures for the administration of raised funds of listed companies of Shenzhen Stock Exchange The measures for the administration of Gosun Holdings Co.Ltd(000971) raised funds have been formulated in accordance with the requirements of laws and regulations such as the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange.
According to the fund-raising management system of listed companies, listed companies have opened special bank accounts to store the raised funds. The project management department shall apply for the investment expenditure of all raised funds within the use plan of raised funds or the budget of the listed company, which shall be verified by the financial department, reviewed by the general manager, signed and approved by the chairman, and implemented by the project implementation unit. The use of the raised funds shall be subject to daily supervision by the Audit Department of the listed company. The financial department shall regularly inspect the use of the raised funds and report the inspection to the board of directors and the board of supervisors.
(II) deposit of raised funds in special accounts and third-party supervision
1. Upon deliberation and approval of the 28th meeting of the 8th board of directors of the listed company, the listed company opened a special account for RMB raised funds (Account No.: 20 Grandjoy Holdings Group Co.Ltd(000031) 441700012674964) in Bank Of Beijing Co.Ltd(601169) East Chang’an Street sub branch. As of December 31, 2021, the balance of the special account for the deposit of raised funds is as follows:
Account balance of deposit bank (yuan)
Bank Of Beijing Co.Ltd(601169) East Chang’an Street sub branch 20 Grandjoy Holdings Group Co.Ltd(000031) 4417000126749641705.97
The listed company opened a special bank account to store the raised funds, and signed the tripartite supervision agreement on raised funds with Bank Of Beijing Co.Ltd(601169) East Chang’an Street sub branch and Yichuang investment bank on September 7, 2016 to ensure the special use of the funds.
2. Upon deliberation and approval of the 29th meeting of the 8th board of directors of the listed company, Shanghai yingyue Network Technology Co., Ltd., a subsidiary of the listed company, opened a special account for RMB raised funds (Account No.: 20 Shenzhen Sed Industry Co.Ltd(000032) 920 Anhui Expressway Company Limited(600012) 981642) in Bank Of Beijing Co.Ltd(601169) East Chang’an Street sub branch. As of December 31, 2021, the balance of the special account for the deposit of raised funds is as follows:
Account balance of deposit bank (yuan)
Bank Of Beijing Co.Ltd(601169) East Chang’an Street sub branch 20 Shenzhen Sed Industry Co.Ltd(000032) 92 Chongqing Taiji Industry (Group) Co.Ltd(600129) 8164288678.62 the listed company opened a special bank account for the storage of the raised funds. On December 15, 2016, it signed the four party supervision agreement on the raised funds with its subsidiary Shanghai yingyue Network Technology Co., Ltd. Bank Of Beijing Co.Ltd(601169) East Chang’an Street sub branch and Yichuang investment bank to ensure the special use of the raised funds.
3. Upon deliberation and approval of the 41st meeting of the 8th board of directors of the listed company, Shenzhen innovation Yunhai Technology Co., Ltd., a subsidiary of the listed company, opened a special account for RMB raised funds (Account No.: 0110700102 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 00) in Beijing Shijingshan branch of Shengjing bank. As of December 31, 2021, the balance of the special account for the deposit of raised funds is as follows:
Account balance of deposit bank (yuan)
Beijing Shijingshan sub branch of Shengjing bank 0110700102 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 001398032898 the listed company opened a special bank account to store the raised funds. On June 20, 2017, it signed the four party supervision agreement on raised funds with its subsidiary Shenzhen innovation Yunhai Technology Co., Ltd., Beijing Shijingshan sub branch of Shengjing bank and Yichuang investment bank to ensure that the special funds are used exclusively.
4. Upon deliberation and approval of the 55th meeting of the 9th board of directors of the listed company, Shenzhen Chuangxin Yunhai Technology Co., Ltd., a subsidiary of the listed company, opened a special account for RMB raised funds (Account No.: 102670 China Baoan Group Co.Ltd(000009) 08374) in Hua Xia Bank Co.Limited(600015) Beijing Liangguang sub branch. According to the information provided by the company, the account has not been opened yet, and the fund-raising supervision agreement has not been signed with Hua Xia Bank Co.Limited(600015) Beijing Liangguang sub branch and Yichuang investment bank. 3、 Actual use of raised funds this year
For the actual use of the raised funds of Gaosheng holdings in 2021, see “Schedule 1: comparison table of the use of raised funds”. 4、 Change the use of funds for investment projects with raised funds
In 2021, the use of funds for Gaosheng holding’s change of investment projects with raised funds is detailed in “schedule 2: change of investment projects with raised funds” 5、 Problems in the use and disclosure of raised funds
According to the disclosure and information provided by the company, the company used the raised funds in accordance with the provisions and requirements of relevant laws, regulations and normative documents, and found no violations in the use and management of the raised funds in the procedures and disclosure. 6、 Concluding observations of the audit institution on the assurance report issued by the listed company on the deposit and actual use of the raised funds in 2021
According to the verification report on the deposit and use of raised funds in Gosun Holdings Co.Ltd(000971) 2021 issued by ZTE Cai Guanghua Certified Public Accountants (special general partnership) (ZTE Cai Guanghua Shen Zhuan Zi (2022) No. 223012), the special report on raised funds prepared by the board of directors of listed companies is 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 in all major aspects (CSRC announcement [2012] No. 44), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and relevant format guidelines reflect the deposit and use of raised funds of Listed Companies in 2021. 7、 Verification opinions of independent financial advisor
After checking the bank flow of the special account for raised funds and other written materials provided by the listed company, Yichuang investment bank believes that the listed company used the raised funds in 2021 in accordance with the provisions and requirements of relevant laws, regulations and normative documents, and found no violation of the use and management of raised funds in procedures and disclosure. (no text below)
Attached table 1: comparison table of the use of raised funds according to the special description on the storage and use of raised funds in 2021 prepared by the company and the verification report on the storage and use of raised funds in Gosun Holdings Co.Ltd(000971) 2021 issued by ZTE caiguanghua Certified Public Accountants (special general partnership) (ZTE caiguanghua shenzhuanzi (2022) No. 223014), the use of raised funds of the company is as follows:
Unit: 10000 yuan
The total amount of raised funds (net amount after deducting various issuance expenses) is 11136097, and the total amount of raised funds invested in this year is Shanghai Pudong Development Bank Co.Ltd(600000)
The total amount of raised funds with changed purposes during the reporting period was 0.00
The cumulative total amount of raised funds for changing purposes is 2470000, and the cumulative total amount of raised funds invested is 11023916. The cumulative proportion of the total amount of raised funds for changing purposes is 21.73%
Whether the accumulative investment projects up to the end of the period have been changed, whether the projects have reached the expected project, whether the feasible commitment investment projects and over raised projects, (including the progress (%) of the investment amount calculated and invested in the current year after the adjustment of the investment commitment of the raised funds by the Ministry) the total amount of promised investment (1) the amount of investment (2) (3) = (2) / (1) The benefits of the status date have changed significantly
Committed investment projects:
Pay for the purchase of issued shares no 50 Shenzhen Fountain Corporation(000005) 000000 – 5000000 100. Guangdong Shirong Zhaoye Co.Ltd(002016) 10-1 – 1012550 no
Cash consideration of assets
The listed company yun’an is 2470000 —–
Cloud security system project
All acquisition of innovation cloud sea yes – 750000 – 675000 90. Eastcompeace Technology Co.Ltd(002017) -3-31 – 133507 no
Unified equity project
Item: Shenzhen Shenzhen Yan Tian Port Holdings Co.Ltd(000088) II
The current data center item is – 10200006 China Baoan Group Co.Ltd(000009) 00250 88.26 —-
order
Supplementary working capital is
