Sinolink Securities Co.Ltd(600109)
About Western Regions Tourism Development Co.Ltd(300859)
Verification opinions on the completion of some investment projects with raised funds and the permanent supplement of surplus funds to working capital and the extension of some investment projects with raised funds
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as "sponsor") is 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 provisions 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, and after careful due diligence, The details of the project's deferred investment and the balance of the permanent investment funds will be carefully verified as follows:
1、 Basic information of funds raised from initial public offering
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).
As of December 31, 2021, the basic information of the special account for raising funds of the company is as follows:
Unit: Yuan
Opening bank account: bank account number, item name, deposit amount, employer
Xinjiang Fukang rural commercial bank Xinjiang Xiyu tourism bank loan repayment
Sales Department of Co., Ltd. section 80801 Dongrui Food Group Co.Ltd(001201) 01118058671388029903
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
2、 Closure and extension of raised funds projects
On April 26, 2022, after deliberation and approval of the 9th meeting of the 6th board of directors and the 8th meeting of the 6th board of supervisors, the proposal on closing some of the company's investment projects with raised funds and permanently replenishing the surplus raised funds with working capital and delaying some of the investment projects with raised funds was adopted. According to the development strategy, in order to improve the use efficiency of the raised funds, the company closes some of the raised funds and permanently replenishes the remaining raised funds of the closed projects (including the bank interest obtained from the raised funds); Postpone some fund-raising projects.
The above proposal still needs to be considered by the general meeting of shareholders of the company. The details of closing and deferred raised funds are as follows:
1. Closed fund-raising projects
Unit: Yuan
The planned investment amount of the raised funds of the project, the actual investment amount and the remaining balance of the raised funds
Repayment of bank loan 80000 China High-Speed Railway Technology Co.Ltd(000008) 0000 China Baoan Group Co.Ltd(000009) 8435556
As of April 26, 2022, the balance of the special account for the raised funds of the "repayment of bank loans" project was 98435556 yuan, which was the bank interest obtained before the use of the raised funds.
2. Deferred fund raising projects
Reach the reservation before adjustment can make the adjustment reach the reservation. The serial number can be used to raise funds. The name of the investment project is used as the status date
1. Reconstruction and expansion project of Tianchi tourist service center December 31, 2022 December 31, 2024
2. Denggan mountain tourist service project in Tianchi scenic spot December 31, 2022 December 31, 2024
3. Inter district car reconstruction project of Tianshan Tianchi scenic spot December 31, 2021 December 31, 2022
1. Reason for "loan settlement" project
The raised funds of the "repayment of bank loans" project are 8000000000 yuan. As of April 26, 2022, 8000000000 yuan of loans from financial institutions have been repaid. The raised funds have reached the intended purpose, and the balance funds are the bank interest obtained before the use of the raised funds.
2. Reasons for the delay of "Tianchi Tourist Service Center reconstruction and expansion project" and "Denggan mountain tourist service project in Tianchi scenic spot"
The investment of the reconstruction and expansion project of Tianchi tourist service center is 802219 million yuan. The construction content of the project is to build new tourist catering, shopping and other service areas. The construction address of the project is in Xinjiang Tianchi scenic spot, and the planned construction period is 2 years.
The total investment of Denggan mountain tourist service project in Tianchi scenic spot is 562050 million yuan. The construction content of the project is to build tourist sightseeing elevators, dining areas and other facilities in Denggan mountain scenic spot; The construction site of the project is Tianchi Denggan mountain scenic spot, and the planned construction period is 2 years.
The above construction projects have gone through the procedures of site selection opinion, project approval, land pre-trial opinion, planning condition notice, environmental impact assessment, etc. As the master plan of Tianshan Tianchi scenic spot (20182035) is being revised, the above-mentioned fund-raising projects have not completed the formalities of forest land occupation. On October 11, 2021, the people's Government of Changji Hui Autonomous Prefecture submitted the request for instructions of the people's Government of Changji Hui Autonomous Prefecture on the review of the master plan of Tianshan Tianchi scenic spot (20182035) to the people's Government of Xinjiang Autonomous Region to the State Council for approval. After the approval of the State Council, the forest land occupation procedures of the above project can be handled before the specific construction of the above project can be implemented.
On the premise of no change in the implementation subject, implementation method, investment purpose and investment scale of the above-mentioned raised investment projects, the company plans to adjust the time when the "reconstruction and expansion project of Tianchi tourist service center" and "Denggan mountain tourist service project of Tianchi scenic spot" reach the predetermined usable state, and plans to extend the completion period of the project from December 31, 2022 to December 31, 2024.
3. Reasons for the delay of "inter district car reconstruction project in Tianshan Tianchi scenic spot"
The inter district bus reconstruction project of Tianshan Tianchi scenic spot has a construction scale of 30 new energy interval buses, with a total investment of 202678 million yuan and a planned construction period of one year.
Although the above-mentioned raised investment projects have undergone sufficient feasibility demonstration in the early stage, in the actual implementation process, due to the impact of covid-19 epidemic, the number of tourists has been reduced and the traffic capacity of the scenic spot has been alleviated. According to the actual operation situation, the promotion progress of raised investment projects has slowed down.
The company fully considers the actual situation of the project. On the premise that the implementation subject, implementation mode, investment purpose of raised funds and investment scale of the raised investment project are not changed, the company plans to adjust the time when the "inter car reconstruction project in Tianshan Tianchi scenic area" reaches the expected usable state, and plans to extend the completion period of the project from December 31, 2021 to December 31, 2022.
4、 The impact of the closing and extension of some raised investment projects on the company
At the same time, the deposit interest of 984300 yuan (the specific amount shall be subject to the fund balance in the special account of the project at the time of actual carry forward) will be used to permanently supplement working capital. This matter complies with relevant regulations and is conducive to giving full play to the use efficiency of funds.
The company's adjustment to the completion schedule of some raised investment projects this time is a prudent decision made according to the changes of the market and external environment, the actual needs of the company's production and operation, and the implementation of relevant raised investment projects of the company. This adjustment only involves the change of the implementation schedule of some projects, not the change of the project implementation subject, the investment purpose and investment scale of the raised funds, and there is no change or disguised change in the investment direction of the raised funds, There is no situation that damages the interests of the company and all shareholders, will not have a significant impact on the current production and operation of the company, and is in line with the overall development of the company and the long-term interests of shareholders.
5、 Relevant approval procedures to be performed
(I) deliberations of the board of directors
The 9th meeting of the 6th board of directors of the company deliberated and approved the proposal on closing some of the company's investment projects with raised funds, permanently replenishing the working capital with the surplus raised funds and delaying some of the investment projects with raised funds, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) opinions of the board of supervisors
After deliberation, the board of supervisors held that the postponement of some raised investment projects was a prudent decision made by the company according to the actual situation of the project, did not change the substance of the raised investment projects and the purpose of the raised funds, and did not damage the interests of the company and all shareholders. The closing of the company's raised investment projects and the surplus raised funds will be used to permanently supplement the working capital. This matter complies with relevant regulations and is conducive to giving full play to the use efficiency of funds. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree to the company's relevant matters on the postponement of some investment projects with raised funds, the closure of some investment projects with raised funds, and the permanent supplement of the surplus raised funds to the working capital.
(III) opinions of independent directors
After deliberation, the independent directors believe that: the settlement of some raised investment projects and the permanent replenishment of working capital with the surplus raised funds comply with relevant regulations, improve the efficiency of fund use and meet the interests of all shareholders; The postponement of some raised investment projects is based on the actual situation of the project
