Kaiyuan Securities Co., Ltd
About Bringspring Science And Technology Co.Ltd(300290)
Issuing shares and paying cash to purchase assets and raising supporting funds
Verification opinions on the deposit and use of raised funds in 2021
Kaiyuan Securities Co., Ltd. (hereinafter referred to as "independent financial consultant" or "Kaiyuan securities") as an independent financial consultant for Bringspring Science And Technology Co.Ltd(300290) (hereinafter referred to as " Bringspring Science And Technology Co.Ltd(300290) " or "listed company") to issue shares, pay cash to purchase assets and raise supporting funds, in accordance with the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM According to the relevant provisions of regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the deposit and use of raised funds in 3 Dongguan Mentech Optical & Magnetic Co.Ltd(002902) 021 were checked, and the following opinions were issued: I. Basic information of raised funds
(I) actual amount of raised funds and availability of funds
According to the approval regulations of the China Securities Regulatory Commission on the approval of Bringspring Science And Technology Co.Ltd(300290) issuing shares to Xuzhou Hanju venture capital partnership (limited partnership) to purchase assets and raise supporting funds (zjxk [2020] No. 115):
1. Approve listed companies to purchase Xuzhou Hanju venture capital partnership (limited partnership), Xuzhou Hongyuan enterprise management partnership (limited partnership), Xuzhou XuanRun enterprise management partnership (limited partnership), Xuzhou Donglin enterprise management partnership (limited partnership) and Deqing Boyu investment management partnership (limited partnership) holds 70% equity of Shanghai Jinchuang Information Technology Co., Ltd. (hereinafter referred to as "Jinchuang information"). The consideration for this transaction is 210 million yuan, of which 117.6 million yuan is paid for issuing shares, accounting for 56% of the transaction amount, and 92.4 million yuan is paid in cash, accounting for 44% of the transaction amount. On February 28, 2020, the listed company issued 17692307 shares to Xuzhou Hanju venture capital partnership (limited partnership) and 3846153 shares (21538460 shares in total) to Xuzhou Hongyuan enterprise management partnership (limited partnership), with a par value of 1 yuan per share and an issue price of 5.46 yuan per share. Rongcheng Certified Public Accountants (special general partnership) issued the capital verification report (xcyz [2020] No. 100z0025) for verification of the non-public offering of shares. Xuzhou Hanju venture capital partnership (limited partnership) held 3.22 million shares of Jinchuang information, and Xuzhou Hongyuan enterprise management partnership (limited partnership) held 700000 shares of Jinchuang information as subscription consideration. The non-public offering of 21538460 shares by the listed company only involves the purchase of Jinchuang information equity 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 listed companies through non-public offering of shares shall not exceed 117.6 million yuan. As of August 14, 2020, the listed company has actually undertaken seven asset management plans including the manager's CAITONG fund Yuquan No. 963 single asset management plan to CAITONG Fund Management Co., Ltd. and the manager's Lexin Xinhui No. 1 private securities investment fund to Hangzhou Lexin Investment Management Co., Ltd. and a total of 8 specific investors have issued 20068259 RMB ordinary shares (A shares), with a par value of 1 yuan per share, The issue price is 5.86 yuan / share, the total amount of funds raised is 11759999774 yuan, and the net amount of funds raised after deducting 973591348 yuan (excluding tax) related to the issue is 10786408426 yuan. After deducting the underwriting fee of 700000000 yuan from the total raised funds, the remaining raised funds of 11059999774 yuan have been deposited by the underwriter Zhongde Securities Co., Ltd. into the account number 422301 China Greatwall Securities Co.Ltd(002939) 43 opened by the listed company in Industrial Bank Co.Ltd(601166) Shenyang Branch Wulihe sub branch on August 14, 2020. The above-mentioned availability of raised funds has been verified by Rongcheng Certified Public Accountants (special general partnership) Rongcheng Yanzi [2020] No. 110z007 capital verification report, and the listed company has adopted a special account storage system for the raised funds.
(II) use and balance of raised funds
As of December 31, 2021, the use of funds raised by listed companies is as follows:
Project amount (yuan)
The total amount of raised funds is 23519998934
Less: accumulated amount of used raised funds 23519893684
Including: 973591348 yuan related to issuance
Less: amount of surplus raised funds to supplement working capital 1813766
Less: bank service charge of special account for raised funds 131128
Plus: bank interest income from special account of raised funds 1839644
Balance of special account for raised funds 0.00
The use of the raised funds of the listed company is as follows: (1) as of August 26, 2020, the listed company has invested 207394524 yuan in the raised funds projects with the self raised funds before the above raised funds are in place. After the raised funds are in place, the listed company will replace 207394524 yuan of the self raised funds invested in the raised funds investment projects in advance with the raised funds; (2) RMB 23312499160 was directly invested in the fund-raising projects (including 21538460 non-public shares, with the corresponding raised amount of RMB 11759999160, 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 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 the articles of association, The listed 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. On August 26, 2020, the listed company signed the supervision agreement on raised funds with Industrial Bank Co.Ltd(601166) Shenyang branch and Kaiyuan securities.
After verification, there is no significant difference between the supervision agreement on raised funds signed by the listed company and the model tripartite supervision agreement of Shenzhen Stock Exchange, and there is no problem in the performance of the supervision agreement on raised funds. (II) storage of raised funds in special account
As of December 31, 2021, the deposits of the listed company in the special account for raised funds of Industrial Bank Co.Ltd(601166) Shenyang Branch Wulihe sub branch are as follows:
Deposit bank (certificate of deposit) account number account category balance (yuan)
Industrial Bank Co.Ltd(601166) Shenyang Branch 422 Shanghai Kaytune Industrial Co.Ltd(301001) China Greatwall Securities Co.Ltd(002939) 43 current 0.00 bank Wulihe sub branch
Total - 0.00
Industrial Bank Co.Ltd(601166) Shenyang Branch Wulihe sub branch account No. 422301 China Greatwall Securities Co.Ltd(002939) 43 is a special account for raising funds from non-public offering of shares in 2020. The raised funds deposited in the special account have been used up and the account has been cancelled on August 17, 2021.
3、 Actual use of raised funds
As of December 31, 2021, the total amount of funds raised from non-public offering of shares actually invested in relevant projects in 2020 is RMB 235198900. The investment and benefits of each project are as follows:
Unit: 10000 yuan
The total amount of raised funds is 2352000, and the total amount of raised funds invested in this year is 0.00
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 2351989, and the proportion of the accumulated total amount of raised funds for changing purposes is 0.00%
Has it been
After the adjustment of the raised funds of the change items, the investment of the project by the end of the current year can make whether the project can reach the project feasibility commitment investment project goal (including the total amount of commitment investment, the actual investment, the cumulative investment and the progress of investment) by the end of the period, and whether there are major changes from the date of realization to the expected total amount of investment (%) Benefits (greater changes)
Purchase equity of Jinchuang information no 21 China Vanke Co.Ltd(000002) 1 China Vanke Co.Ltd(000002) 100000 100.00 -- 368913 Yes No
Repayment of bank loan no 121750121750121750 100.00 -- not applicable no
Payment of relevant intermediary fees no 130250130250130239 100.00 - not applicable not applicable no
Subtotal of committed investment projects 23520 S.F.Holding Co.Ltd(002352) 0 Edifier Technology Co.Ltd(002351) 989368913
Investment projects with over raised funds
Permanent replenishment of working capital--
Subtotal of over raised capital investment--
Total 23520 S.F.Holding Co.Ltd(002352) 0 Edifier Technology Co.Ltd(002351) 989 -- 368913
Failure to reach the planned progress or expected revenue
Circumstances and reasons of benefits (specific items are not applicable)
(item)
