Sinolink Securities Co.Ltd(600109)
About Western Regions Tourism Development Co.Ltd(300859)
Special verification report on the deposit and use of raised funds in 2021
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “sponsor”) as a sponsor of Western Regions Tourism Development Co.Ltd(300859) (hereinafter referred to as “western tourism” or “company”) for initial public offering, listing on GEM and continuous supervision, In accordance with the requirements of relevant laws, regulations and normative documents such as 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, The deposit and use of the raised funds of Western Tourism in 2021 were verified as follows:
1、 Basic information of raised funds
(I) availability of raised funds
Approved by the reply on approving Western Regions Tourism Development Co.Ltd(300859) initial public offering of shares (zjxk [2020] No. 1498) of China Securities Regulatory Commission and approved by Shenzhen Stock Exchange, Xiyu tourism publicly issued 38750000 RMB ordinary shares (A shares), with a par value of RMB 1 per share, an issue price of RMB 7.19 per share and a total raised capital of RMB 27861250000, After deducting the underwriting recommendation fee of 2607512500 yuan and other relevant issuance fees of 1584267500 yuan, the net amount of funds actually raised is 23669470000 yuan.
The issuance expenses of the company’s raised funds include the underwriting and recommendation fee of 2607512500 yuan and other relevant issuance expenses of 1584267500 yuan, totaling 4191780000 yuan, of which the underwriting and recommendation fee of 2607512500 yuan has been deducted from the raised funds, and the company’s special account for raised funds actually received 25253737500 yuan, Including other issuance expenses that have not been transferred from the raised funds account of RMB 1584267500. Lixin Certified Public Accountants (special general partnership) verified the availability of the raised funds and issued the capital verification report (xksbz [2020] No. za15242).
(II) use and balance of raised funds in 2021
As of December 31, 2021, the use amount and year-end balance of the company’s raised funds are as follows:
Unit: Yuan
Time of occurrence of special account for raised funds
Net proceeds 23669470000
Less: accumulated expenditure of raised investment project 7709185000
Including: 2021 raised investment project expenditure 1009185000
Less: accumulated bank charges 607.00
Including: bank service charge expenditure of 507.00 in 2021
Plus: accumulated special account interest income and wealth management income 636626909
Including: 2021 special account interest income and financial management income 605765809
Add: other relevant issuance fees not paid (note) 6227493
As of December 31, 2021, the balance of special account (including financial income account) is 16 Jiangyin Jianghua Microelectronics Materials Co.Ltd(603078) 702
Including: cash management amount of raised funds (7-day call deposit) 8000000000
As of December 31, 2021, the balance of the special account is 8 Jiangyin Jianghua Microelectronics Materials Co.Ltd(603078) 702
Note: the company has actually received 25253737500 yuan from the special account for raised funds, including 1584267500 yuan of other issuance expenses that have not been transferred from the account for raised funds. As of December 31, 2021, the company has paid 1578040007 yuan in total, and the unpaid part is 6227493 yuan of excess stamp tax.
2、 Management of raised funds
(I) management of raised funds
In order to further strengthen the management and application of raised funds and improve the efficiency of the use of raised funds, 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 GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant laws and regulations, as well as the relevant normative documents of China Securities Regulatory Commission, and in combination with the actual situation of the company, The company has formulated the management system for special storage and use of raised funds.
According to the provisions of the above management system, the company implements a special account for the raised funds.
(II) third party supervision
In accordance with the management system for special storage and use of raised funds and in combination with business needs, the company has implemented a special account for the storage of raised funds since September 2020 and established a special account for the use of raised funds in the bank. The company has signed the tripartite supervision agreement for raised funds with Xinjiang Fukang Rural Commercial Bank Co., Ltd., Sinolink Securities Co.Ltd(600109) , Bank Of China Limited(601988) Fukang sub branch and Sinolink Securities Co.Ltd(600109) . The rights and obligations of all parties are clarified, and strict approval procedures are implemented for the use of raised funds to ensure that the special funds are used for special purposes.
As of December 31, 2021, the company has deposited and used the raised funds in strict accordance with the provisions of the tripartite supervision agreement on raised funds, and the tripartite supervision agreement has been effectively implemented during the reporting period.
(III) storage of raised funds in special account
As of December 31, 2021, the basic information of the special account for raising funds of the company is as follows:
Unit: Yuan
Deposit amount in bank account number item name
Employment
Xinjiang Fukang rural commercial bank Xinjiang Xiyu tourism 80801 Dongrui Food Group Co.Ltd(001201) 0111805867 repayment of bank loan 1388029903 Co., Ltd. business department Co., Ltd
Xinjiang Fukang rural commercial bank Xinjiang Xiyu tourism Tianchi scenic spot lamp
Business Department of Co., Ltd. 80801 Dongrui Food Group Co.Ltd(001201) 0111806088 Ganshan tourist service 5862058287 project of Co., Ltd
Xinjiang Fukang rural commercial bank Xinjiang western tourism Tianshan Tianchi scenic spot
1095548135 manufacturing project of 80801 Dongrui Food Group Co.Ltd(001201) 0111805483 section vehicle reform of business department of Co., Ltd
Xinjiang Fukang rural commercial bank Xinjiang Xiyu tourism Tianchi tour customer service
80801 Dongrui Food Group Co.Ltd(001201) 0111805605 Business Center reconstruction and expansion 23907241 project of business department of Co., Ltd
Xinjiang Xiyu tourism 108283636331 Tianchi tour customer service 204710728 Bank Of China Limited(601988) Fukang sub branch Co., Ltd. 107687321069 Business Center reconstruction and expansion
(Financial sub account) construction project 8028824408
Total 16 Jiangyin Jianghua Microelectronics Materials Co.Ltd(603078) 702
3、 Actual use of raised funds this year
During the reporting period, the actual use of the company’s raised funds is as follows:
(I) use of funds for investment projects with raised funds
1. The company used the raised funds to invest 1009185000 yuan in the inter district car reconstruction project of Tianshan Tianchi scenic spot. It is a newly added 10 38 seat pure electric buses and 10 19 seat pure electric buses in 2021.
2. In this period, some idle raised funds were used to purchase Bank Of China Limited(601988) financial products of 8000000000 yuan for cash management of idle funds.
(II) changes in the place and mode of implementation of the project invested with raised funds
During the reporting period, the company did not change the implementation location and implementation mode of the projects invested with raised funds. (III) advance investment and replacement of investment projects with raised funds
On September 17, 2020, the company held the 25th meeting of the 5th board of directors and the 12th meeting of the 5th board of supervisors, deliberated and approved the proposal on using raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses. The board of directors agreed to use raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses, with a total amount of 7293134346 yuan. The above replacement was reviewed by the verification report on the self raised funds invested in the investment projects of raised funds in advance and the paid issuance expenses of Xiyu tourism with raised funds issued by Lixin Certified Public Accountants (special general partnership) (Xin Hui Shi Bao Zi [2020] No. za155566). As of December 31, 2021, the company has used the raised funds to replace the bank deposits returned in advance by 6700000000 yuan and the paid issuance expenses by 593134346 yuan.
In 2021, there was no advance investment and replacement of investment projects with raised funds.
(IV) temporary replenishment of working capital with idle raised funds
During the reporting period, the company did not temporarily supplement working capital with idle raised funds.
(V) use of surplus raised funds
During the reporting period, the company did not use the surplus funds of raised funds investment projects for other raised funds investment projects or non raised funds investment projects.
(VI) use of over raised funds
During the reporting period, the company had no over raised funds.
(VII) purpose and destination of unused raised funds
In addition to the approval that some idle raised funds will be used to invest in financial products, the unused raised funds will be managed in a special account according to the plan of the raised investment project. The investment in financial products is as follows:
The fifth meeting of the sixth board of directors and the fifth meeting of the sixth board of supervisors were held on September 29, 2021, and the second extraordinary general meeting of shareholders in 2021 was held on October 18, 2021. The proposal on using some idle raised funds for cash management was deliberated and approved, and it was agreed that the company would not affect the normal operation of the investment plan of raised funds
