China Securities Co.Ltd(601066) about Bringspring Science And Technology Co.Ltd(300290)
Special verification report on the deposit and use of raised funds in 2021
China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities") as an independent financial consultant of Bringspring Science And Technology Co.Ltd(300290) (hereinafter referred to as " Bringspring Science And Technology Co.Ltd(300290) ", "listed company", "company") for issuing shares and paying cash to purchase assets and raising supporting funds (hereinafter referred to as "this transaction"), In accordance with the requirements of relevant regulations and normative documents such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and the guidelines for the business handling of companies listed on the gem No. 6 - information disclosure announcement format (No. 21 special report format for the annual deposit and use of raised funds of listed companies) (revised in 2021), Checked the deposit and use of the raised funds in 3 Dongguan Mentech Optical & Magnetic Co.Ltd(002902) 021, and expressed the following opinions: I. Basic information of the raised funds
(I) actual amount of raised funds and availability of funds
According to the approval Provisions of the reply on approving Bringspring Science And Technology Co.Ltd(300290) to issue shares to Qin Yi and others to purchase assets and raise supporting funds (Zheng Jian Ke [2018] No. 218) issued by the China Securities Regulatory Commission: 1. Approve the company to purchase Qin Yi, Zhong Xiaochun Wang Zheng and Zhulu investment management partnership (limited partnership) (hereinafter referred to as the four shareholders) of Ningbo Meishan free trade port jointly hold 100% equity of Beijing Shenzhou Shihan Technology Co., Ltd. (hereinafter referred to as Shihan company). The consideration of this transaction is 280 million yuan, of which 168 million yuan is paid for issuing shares, accounting for 60% of the transaction amount, and 112 million yuan is paid in cash, accounting for 40% of the transaction amount. On March 7, 2019, the company issued 7409200 shares to Qin Yi, 7118644 shares to Zhong Xiaochun, 1263922 shares to Wang Zheng and 1351089 shares (17142855 shares in total) to Zhulu investment management partnership (limited partnership) in Ningbo Meishan free trade port area, with a par value of 1 yuan and an issue price of 9.80 yuan per share. Huapu Tianjian Certified Public Accountants (special general partnership) [now renamed Rongcheng Certified Public Accountants (special general partnership)] issued hyz [2018] No. 1103 for the non-public offering of shares, and all the capital is in place. The company's non-public offering of 17142855 shares only involves the purchase of 60% equity of Sihan company in the form of issuing shares, does not involve the actual inflow of raised funds, and there is no time for the arrival of funds and the deposit of funds in the special account.
2. It is approved that the supporting funds raised by the company through non-public offering of shares shall not exceed 162.9 million yuan. As of January 28, 2019, the company has actually issued 27798634 RMB ordinary shares (A shares) to specific investors of Shenyang Xiyuan Petrochemical Co., Ltd. and Shenyang Yuanyuan Petrochemical Co., Ltd., with the issue price of 5.86 yuan / share, the total amount of funds raised is 16289999524 yuan, and the net amount of funds raised after deducting 657779863 yuan of issuance related expenses is 15632219661 yuan, The independent financial consultant (lead underwriter) China Securities Co.Ltd(601066) securities have been deposited into the company's account number 422 Shanghai Kaytune Industrial Co.Ltd(301001) Hubei Kailong Chemical Group Co.Ltd(002783) 17 opened in Industrial Bank Co.Ltd(601166) Shenyang Wulihe sub branch on January 28, 2019. The above-mentioned availability of raised funds has been verified by Huapu Tianjian Certified Public Accountants (special general partnership) hyz [2019] No. 0623 capital verification report, and the company has adopted a special account storage system for the raised funds.
(II) use and balance of raised funds in 2021
As of December 31, 2021, the use of the company's raised funds is as follows:
Project amount (yuan)
Total funds raised 33089997424
Less: accumulated amount of used raised funds 30800363424
Including: 657779863 yuan related to issuance
Less: bank service charge of special account for raised funds 283813
Plus: bank interest income from special account of raised funds 108967294
The balance of the special account for raised funds is 2398317481
The use of the company's raised funds is as follows: (1) as of January 28, 2019, before the above raised funds are in place, the company has invested 907219661 yuan in the raised funds projects by using the self raised funds. After the raised funds are in place, the company will replace 907219661 yuan of the self raised funds invested in the raised funds investment projects in advance with the raised funds; (2) 29893143763 yuan was directly invested in the fund-raising project (including 17142855 non-public shares, with a corresponding raised amount of 16799997900 yuan, not involving cash flow). 2、 Deposit and management of raised funds
(I) management of raised funds
In order to regulate the management and use of raised funds and protect the interests of investors, 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 Shenzhen Stock Exchange on the gem, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the measures for the administration of raised funds of listed companies of Shenzhen Stock Exchange and the articles of association, The company has formulated the management system of raised funds, which strictly stipulates the storage of the special account of raised funds, the approval and use of raised funds, the change of investment projects of raised funds, the management and supervision of raised funds and information disclosure.
According to the above provisions, on January 29, 2019, the company signed the tripartite supervision agreement on raised funds with Industrial Bank Co.Ltd(601166) Shenyang branch and China Securities Co.Ltd(601066) securities, an independent financial consultant; On February 12, 2019, the company signed the tripartite supervision agreement on raised funds with Sihan company, China Everbright Bank Company Limited Co.Ltd(601818) Beijing Branch and China Securities Co.Ltd(601066) independent financial consultant.
In order to improve the capital income and reasonably reduce the financial expenses, the company will invest the funds in the special account of raised funds in principal guaranteed financial products with high safety and good liquidity, agreed deposits, structured deposits or time deposits, which will not affect the normal development of the company's raised investment project construction and daily production and operation.
There is no significant difference between the tripartite supervision agreement on raised funds signed by the company and the model tripartite supervision agreement of Shenzhen Stock Exchange, and there is no problem in the performance of the tripartite supervision agreement on raised funds.
(II) storage of raised funds in special account
As of December 31, 2021, the deposit balance of the company's special account for raising funds in various banks totaled 2398317481 yuan. The details of each account are as follows:
Deposit bank (certificate of deposit) account number account balance (yuan) category
Industrial Bank Co.Ltd(601166) Shenyang Branch Wulihe sub branch 422 Shanghai Kaytune Industrial Co.Ltd(301001) Hubei Kailong Chemical Group Co.Ltd(002783) 17 current: 2015880
China Everbright Bank Company Limited Co.Ltd(601818) Beijing Branch 35340188 Jinzhou Cihang Group Co.Ltd(000587) 810 current 2396301601
Total -- 2398317481
3、 Actual use of raised funds in 2021
As of December 31, 2021, the raised funds actually invested by the company in relevant projects totaled 308036 million yuan. See the comparison table of the use of raised funds (attached table I) for the investment and benefits of each project.
On September 30, 2019, the ninth meeting of the Fourth Board of directors of the company deliberated and approved the proposal on changing the implementation mode of raised investment projects. The implementation mode of "platform system and network facilities" in the construction of remote video service platform project based on hierarchical diagnosis and treatment is planned to build its own data center, and the implementation mode is to rent the hybrid Cloud Architecture of public cloud and private cloud, and purchase the integrated operation and maintenance management platform. The company's independent directors, the board of supervisors and independent financial advisers have expressed clear consent to the proposal. 4、 Change the use of funds for investment projects with raised funds
(I) there is no change in the investment project of the company's raised funds.
(II) there is no external transfer or replacement of the company's investment projects with raised funds. 5、 Problems in the use and disclosure of raised funds
The company uses the raised funds in accordance with the provisions and requirements of relevant laws, regulations and normative documents, and timely discloses the use of the raised funds. There are no violations in the use and management of the raised funds. According to the audit report of 2021 with emphasized matters issued by Rongcheng Certified Public Accountants (special general partnership) for Bringspring Science And Technology Co.Ltd(300290) company (Rongcheng Shenzi [2022] No. 110z0065), Highlights are as follows: "as of December 31, 2021, Bringspring Science And Technology Co.Ltd(300290) illegal guarantee contract amount is 255829700 yuan (principal) And interest. Because the debtor failed to repay in time, the creditor successively applied to the court to freeze the Bringspring Science And Technology Co.Ltd(300290) bank account. On December 31, 2021, the balance of funds frozen in the account was 135123 million yuan, and the relevant estimated liabilities were 49.97 million yuan. There were defects in the internal control of Bringspring Science And Technology Co.Ltd(300290) related to the matter. As of the date of 2024, the amount of the frozen capital and the interest in the current period of 3.966 million yuan have not been released, and the amount of the frozen capital and the interest in the current period of 3.966 million yuan have not been released As of the date of issuance of this verification report, the raised funds deposited by the company in China Everbright Bank Company Limited Co.Ltd(601818) Beijing Branch have not been subject to pledge, guarantee and other restrictions. However, if Bringspring Science And Technology Co.Ltd(300290) fails to properly solve the problem of illegal guarantee, other bank accounts of the company or subsidiaries will continue to be applied for freezing or deduction, which may have an adverse impact on the capital security of the above-mentioned raised funds accounts.
The "construction of remote video service platform project based on hierarchical diagnosis and treatment" plans to invest 36 million yuan. Affected by covid-19 epidemic and other factors, the use progress does not meet expectations. It is suggested that the Company re demonstrate the feasibility of the above projects as soon as possible to improve the efficiency of fund use. 6、 Special verification opinions of Accountants on the annual storage and use of raised funds
Rongcheng Certified Public Accountants (special general partnership) believes that Bringspring Science And Technology Co.Ltd(300290) the special report on the deposit and use of raised funds in 2021 is prepared in all major aspects in accordance with the above guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2012] No. 44) and the relevant provisions of the exchange, It fairly reflects the actual deposit and use of the raised funds in 3 Dongguan Mentech Optical & Magnetic Co.Ltd(002902) 021. 7、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that in 2021, the listed company effectively implemented the special account storage system and tripartite supervision agreement for the project of issuing shares and paying cash to purchase assets and raising supporting funds in 2018. The relevant information disclosed is timely, true, accurate and complete, and there is no violation of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) Business handling guidelines for GEM listed companies No. 6 - information disclosure announcement format (No. 21 special report format for annual deposit and use of raised funds of listed companies) (revised in 2021) and other relevant provisions.
(no text below)
Attached table 1: comparison of the use of funds raised by non-public offering of shares in 2018
Unit: 10000 yuan
Total raised funds (Note 1) 3309000 total raised funds invested in this year 92.36
The total amount of raised funds with changed purposes during the reporting period was 0.00
The accumulated total amount of raised funds for changing purposes is 0.00, the accumulated total amount of raised funds invested is 3080036, and the proportion of the accumulated total amount of raised funds for changing purposes is 0.00%
