About Shenzhen Sunwin Intelligent Co.Ltd(300044)
Special verification opinions on the deposit and use of raised funds in 2021
Gf Securities Co.Ltd(000776) (hereinafter referred to as ” Gf Securities Co.Ltd(000776) ” or “independent financial consultant”) serves as an independent financial consultant for Shenzhen Sunwin Intelligent Co.Ltd(300044) (hereinafter referred to as “saiweizhi” or “company”) to issue shares, pay cash to purchase assets, raise supporting funds and related party transactions (hereinafter referred to as “asset restructuring”), In accordance with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, Carefully and prudently checked the storage and use of the supporting funds raised by Saiwei’s non-public offering of shares for the reorganization of smart assets in 2021. The details of the verification are as follows: I. Basic information of the raised funds
According to the reply on approving Shenzhen Sunwin Intelligent Co.Ltd(300044) to issue shares to Xinyu Beian Technical Service Center (limited partnership) and other companies to purchase assets and raise supporting funds (zjxk [2017] No. 578) issued by China Securities Regulatory Commission on April 21, 2017, the company privately issued 3113695000 RMB ordinary shares in December 2017, with a par value of 1 yuan per share and an issue price of 15.48 yuan per share, The total amount of funds raised is RMB 48199998600, and the net amount of funds raised is RMB 46074998619 after deducting the issuance expenses of RMB 2124999981. The above raised funds were received by the company on December 11, 2017 and verified and confirmed by the capital verification report (xksbz [2017] No. zi0797) issued by Lixin Certified Public Accountants (special general partnership).
As of December 31, 2021, the company has invested 40513694687 yuan in the raised funds projects and received 41358201 yuan of interest income (deducting service fees), including 714941159 yuan of raised funds used in the reporting period and 12265847 yuan of interest income (deducting service fees). As of December 31, 2021, the balance of raised funds was 7727662114 yuan. On January 14, 2022, after the deliberation and approval of the general meeting of shareholders of the company, the “game development project” and “Kaixin mobile platform” raised capital investment projects were closed. All the remaining raised capital balance after closing was used to permanently supplement working capital and cancel the special account for raised capital. 2、 Deposit and management of raised funds
(I) management system of raised funds
In order to standardize the management of the company’s raised funds and improve the efficiency of the use of the raised funds, the company has formulated the raised funds management system in accordance with the 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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, The latest revision has been deliberated and adopted at the 16th meeting of the 5th board of directors held on August 29, 2021. The company adopts a special account storage system for the raised funds..
(II) management of raised funds
In December 2017, Saiwei intelligent signed the tripartite supervision agreement on raised funds with Gf Securities Co.Ltd(000776) , an independent financial consultant, and Guangzhou Branch of Guangdong Huaxing Bank Co., Ltd., the deposit bank of raised funds.
In March 2018, Beijing Kaixinren Information Technology Co., Ltd. (hereinafter referred to as “Kaixinren information”), a subsidiary of saiweihe intelligence, signed the four party supervision agreement on raised funds with Gf Securities Co.Ltd(000776) , an independent financial consultant and China Merchants Bank Co.Ltd(600036) Beijing Qinghuayuan sub branch.
There is no significant difference between the main terms of the above regulatory agreement and the tripartite regulatory agreement (model) on the special account for raised funds of Shenzhen Stock Exchange.
(III) storage of raised funds in special account
As of December 31, 2021, the storage of raised funds is listed as follows:
Unit: RMB
Bank name account number initial deposit amount deadline balance storage method
Guangdong Huaxing bank Haizhu sub branch 80188010061827465195986177727579942 current account
China Merchants Bank Co.Ltd(600036) Beijing Branch Tsinghua Park 1109063038108050 821.72 current account
Sub branch
Total – 465195986177727662114—
Note: the initial deposit balance includes the issuance fee of 444599998 yuan paid in the early stage and expected to be paid in the future. After deducting the issuance fee, the net amount of the actually raised funds is 46074998619 yuan. The remaining funds raised at the end of the period was 7727662114 yuan. 3、 Actual use of raised funds in 2021
In 2021, the actual use of Saiwei intelligent raised funds is shown in Schedule 1 comparison table of raised funds. 4、 Change the use of funds of raised investment projects
On November 2, 2018, the 18th meeting of the Fourth Board of directors of the company passed the proposal on changing the investment projects of raised funds. In order to improve the use efficiency of raised funds, according to the company’s development strategic planning and the actual situation of raised investment projects, the company agreed to change the original raised funds investment project “IP authorized use and game development and construction project” to “game development project”, with a total investment of 80.86 million yuan, And the newly raised funds investment project “Kaixin mobile platform development project”, with a total investment of 51.14 million yuan.
The implementation subject of the two newly raised capital investment projects after the change is Beijing Kaixinren Information Technology Co., Ltd. (hereinafter referred to as “Kaixinren information”), and the raised capital to be used comes from the raised capital of 132 million yuan proposed to be invested in the original “IP authorized use and game development and construction project”. Among them, the “game development project” is a fund-raising project to expand the game categories to be invested and developed on the basis of the investment direction of the original “IP authorized use and game development and construction project” and further improve the matrix structure of happy man information mobile online game products. Some specific projects that have been internally approved in the original fund-raising and investment projects are inherited by the “game development project”.
Therefore, the approved projects of the original “IP authorized use and game development and construction project” and the corresponding invested raised funds will be used as the early invested part of the “game development project”. For details, please refer to attached table 2 change of investment projects with raised funds.
5、 Permanent replenishment of working capital with surplus raised funds
On December 29, 2021 and January 14, 2022, the company held the 21st Meeting of the Fifth Board of directors and the first extraordinary general meeting of shareholders in 2022 respectively, deliberated and approved the proposal on the settlement of investment projects by issuing shares to purchase assets and raising supporting funds and permanently replenishing working capital with the surplus raised funds, agreed to the settlement of investment projects by raising funds, and used all the surplus raised funds to permanently replenish working capital. 6、 Problems in the use and disclosure of raised funds
1. There is no information about the use of raised funds disclosed by the company that has not been disclosed in a timely, true, accurate and complete manner.
2. There are no violations in the deposit, use, management and disclosure of the raised funds of the company.
7、 Verification opinions of independent financial advisor
In 2021, the independent financial consultant checked the storage and use of Saiwei intelligent raised funds through data review, on-site inspection, interview and communication. After verification, the independent financial consultant believes that:
In 2021, Saiwei implemented the special account storage system for raising supporting funds through non-public issuance of shares for smart asset restructuring. When using some idle raised funds to temporarily supplement working capital, it has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their consent and fulfilled the necessary approval procedures. However, in the process of using idle raised funds to temporarily supplement working capital, the company has non operating related party capital transactions. In response to the above problems, the company held the 25th meeting of the Fifth Board of directors on April 26, 2022 to supplement the proposal on related party transactions in 2021 and the estimated loan limit of related parties in 2022. After the proposal is considered and approved, it needs to be submitted to the 2021 general meeting of shareholders for deliberation.
The independent financial adviser specially draws the attention of the company that the deposit and use of raised funds must comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock exchange No. 2 – standardized operation of GEM listed companies and the raised funds management system. The company must strictly abide by the above regulations and guidelines, It shall not affect the normal progress of the investment plan of the raised funds, change the purpose of the raised funds in a disguised form and damage the interests of shareholders.
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Gf Securities Co.Ltd(000776) mm / DD / yyyy Schedule 1: comparison of use of raised funds
Unit: RMB
Investment in the reporting period
Total raised funds 48199998600 total raised funds 714941159
Total amount of raised funds with changed purposes during the reporting period ——
Accumulated investment
The accumulated total amount of raised funds for changing purposes is 13200000000, and the total amount of raised funds is 40513694687
The cumulative proportion of total raised funds with changed purposes is 27.39%
Whether the project has reached the project availability
Whether the total investment commitment and paid in investment of the project have been adjusted by the end of the reporting period
Investment target of over raised funds (including total investment amount of the Department) (1) input amount (2) whether the current benefits of the investment progress can be used to predict the occurrence
Sub change) (3) = (2) / (1) significant change in daily benefit of status
Periodization
Committed investment projects
Whether to pay for this transaction 32200000000 — 32200000000
