Haitong Securities Company Limited(600837) about
Shanghai Tianyong Engineering Co.Ltd(603895)
Verification opinions on the deposit and use of raised funds in 2021
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) “) as the sponsor of Shanghai Tianyong Engineering Co.Ltd(603895) (hereinafter referred to as ” Shanghai Tianyong Engineering Co.Ltd(603895) ” or “the company”) for initial public offering and continuous supervision of listing, In accordance with the requirements of the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange, 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 Shanghai stock exchange No. 11 – continuous supervision, and the guidelines for the self-discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, Carefully checked the deposit and use of the raised funds in Shanghai Tianyong Engineering Co.Ltd(603895) 2021. The specific verification conditions are as follows: I. Basic information of the raised funds
(I) actual amount of raised funds and time of fund arrival
With the approval of zjxk [2018] No. 54 document of China Securities Regulatory Commission and the approval of self regulatory decision [2018] No. 14 document of Shanghai Stock Exchange, 19.3 million RMB common shares publicly issued by the company were listed and traded on Shanghai Stock Exchange on January 22, 2018. After this public offering, the total share capital of the company increased from 57.9 million shares to 77.2 million shares, and the registered capital of the company increased from 57.9 million yuan to 77.2 million yuan. The total amount of funds raised in this offering was 353769 million yuan, and the net amount after deducting the issuance expenses was 3219384 million yuan.
As of January 16, 2018, all the funds raised by the above issuance of the company have been in place, which has been verified and confirmed by Dahua certified public accountants in the capital verification report “Dahua Yan Zi [2018] No. China National Accord Medicines Corporation Ltd(000028) “.
(II) actual use and balance of raised funds
As of December 31, 2021, the company has invested a total of 1502 Guangdong Lingxiao Pump Industry Co.Ltd(002884) 4 yuan in the raised funds, of which: the company uses its own funds to raise funds in advance before the raised funds are in place
The capital project is 2274127076 yuan; Use the raised funds of RMB 1502 Guangdong Lingxiao Pump Industry Co.Ltd(002884) 4 during the accounting period from January 16, 2018 to December 31, 2021; The raised funds used in this year were 2490667683 yuan. As of December 31, 2021, the balance of raised funds was RMB 2317831059. The details are as follows:
Amount of the project in 2021 (yuan)
As of January 16, 2018, 33185754718 yuan of raised funds had been received
Less: issuance related expenses 991905661
As of January 18, 2018, the net amount of funds raised was 32193849057
Less: expenditure of raised investment projects 1502 Guangdong Lingxiao Pump Industry Co.Ltd(002884) 4
Less: temporarily idle raised funds temporarily replenish working capital 15500000000
Less: 1545000000 cash management investment from temporarily idle raised funds
Less: service fee expenditure 438284
Plus: temporarily idle raised funds for cash management, investment income 1908455477
Plus: special account interest income 280993653
As of December 31, 2021, the balance of raised funds was 2317831059
2、 Management of raised funds
(I) management system of raised funds
The company has formulated the measures for the administration 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 measures for the administration of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) and other relevant provisions of Shanghai Stock exchange, implemented a special account storage system for the raised funds, and managed the storage, use and project of the raised funds The change of investment projects and the supervision of use are stipulated.
According to the requirements of the measures for the administration of raised funds, the board of directors of the company approved the establishment of a special account for raised funds 31006907901880066779 in Bank Of Communications Co.Ltd(601328) Shanghai Jiading sub branch, which is used for the storage and use of the raised funds of the first phase of the industrial automatic control device equipment project; Open a special fund-raising account 366301880 Lifecome Biochemistry Co.Ltd(002868) 06 in China Everbright Bank Company Limited Co.Ltd(601818) Shanghai Pudong No. 2 sub branch, which is used for the storage and use of funds raised for engine development and test system and test service construction project, R & D center and MES system construction project and supplementary working capital project.
(II) tripartite supervision agreement of raised funds
According to the requirements of Shanghai Stock Exchange and relevant regulations, the company and the recommendation institution signed the tripartite supervision agreement on the storage of special account for raised funds with Bank Of Communications Co.Ltd(601328) Shanghai Jiading sub branch and China Everbright Bank Company Limited Co.Ltd(601818) Shanghai Pudong No. 2 sub branch respectively in January 2018, and implemented strict approval procedures for the use of raised funds to ensure that the special funds are used exclusively; The authorized sponsor representative can inquire the information of the special account for raised funds at the bank that opens the special account for raised funds at any time, and require the sponsor representative to conduct on-site inspection on the management and use of raised funds at least once every six months.
(III) storage of raised funds in special account
As of December 31, 2021, the deposit balance of the special account for the deposit of raised funds is as follows:
Unit: Yuan
Deposit bank account number deposit method balance
Bank Of Communications Co.Ltd(601328) Shanghai current 2234754021 Jiading sub branch 31006907901880066779
China Everbright Bank Company Limited Co.Ltd(601818) current 83077038 Shanghai Pudong No.2 sub branch 366301880 Lifecome Biochemistry Co.Ltd(002868) 06
Total — 2317831059
3、 Actual use of raised funds this year
(I) use of funds for projects invested with raised funds (hereinafter referred to as “projects invested with raised funds”)
For the comparison table of the actual use of the funds raised by the company’s initial public offering in 2021, see Annex 1 comparison table of the use of funds raised in this verification opinion.
(II) early investment and replacement of raised investment projects
On March 19, 2018, the 10th meeting of the first board of directors and the 10th meeting of the first board of supervisors considered and approved the proposal on replacing the self raised funds of the projects invested with raised funds in advance, and agreed that the company would replace the self raised funds invested in the construction of the projects invested with raised funds in advance with the raised funds of 227413 million yuan. The independent directors and the board of supervisors of the company have expressed their consent on this matter; The recommendation institution has issued verification opinions and agreed that the company will replace the self raised funds invested in advance with the raised funds; Dahua Certified Public Accountants (special general partnership) issued an assurance report.
In 2021, there was no early investment and replacement of raised investment projects in the company.
(III) temporary replenishment of working capital with idle raised funds
On April 16, 2019, after the company held the first meeting of the second board of directors and approved by the sponsor Haitong Securities Company Limited(600837) with the consent of Haitong Securities Company Limited(600837) of the sponsor, the company agreed to use the idle raised funds of no more than 60 million yuan to temporarily supplement the working capital for a period of no more than 12 months, and return it to the special account for raised funds at maturity. At the same time, the management of the company is authorized to handle specific matters related to the use of this part of idle raised funds to temporarily supplement working capital. (for details, see Shanghai Tianyong Engineering Co.Ltd(603895) announcement on temporary replenishment of working capital with raised funds, Announcement No.: 2019017, disclosed by the company in the designated information disclosure media on April 17, 2019).
On March 26 and 27, 2020, the company has returned the total raised capital of 60 million yuan actually used to supplement working capital to the special account for raised capital as promised.
On August 27, 2019, the company held the fifth meeting of the second board of directors, and approved the recommendation institution Haitong Securities Company Limited(600837) to use the idle raised funds of no more than 60 million yuan to temporarily supplement the working capital for a period of no more than 12 months, which shall be returned to the special account for raised funds upon expiration. At the same time, the management of the company is authorized to handle specific matters related to the use of this part of idle raised funds to temporarily supplement working capital. (for details, see Shanghai Tianyong Engineering Co.Ltd(603895) announcement on temporary replenishment of working capital with raised funds, Announcement No.: 2019034, disclosed by the company on the designated information disclosure media on August 28, 2019).
On August 26, 2020, the company has returned the total raised capital of 60 million yuan actually used to supplement working capital to the special account for raised capital as promised.
On March 27, 2020, the company held the 11th meeting of the second board of directors, and approved the recommendation institution Haitong Securities Company Limited(600837) to use the idle raised funds of no more than 80 million yuan to temporarily supplement the working capital for a period of no more than 12 months, which will be returned to the special account for raised funds at maturity. At the same time, the management of the company is authorized to handle specific matters related to the use of this part of idle raised funds to temporarily supplement working capital. (see the announcement of Shanghai Tianyong Engineering Co.Ltd(603895) on returning raised funds and continuing to use some idle raised funds to temporarily supplement working capital disclosed by the company in the designated information disclosure media on March 30, 2020),
The company has returned the total raised funds of 62 million yuan actually used to supplement working capital to the special account for raised funds as promised.
On October 26, 2020, the company held the 14th meeting of the second board of directors and approved the recommendation institution Haitong Securities Company Limited(600837) to use the idle raised funds of no more than 100 million yuan to temporarily supplement the working capital for a period of no more than 12 months, which will be returned to the special account for raised funds upon expiration. At the same time, the management of the company is authorized to handle specific matters related to the use of this part of idle raised funds to temporarily supplement working capital. For details, please refer to the announcement on the use of working capital temporarily disclosed by the company on October 28, 2020.
On October 26, 2021, the company has returned all the raised funds of RMB 100 million actually used to supplement working capital to the special account for raised funds as promised.
On April 27, 2021, the company held the 16th meeting of the second board of directors and the 13th meeting of the second board of supervisors, and with the approval of the sponsor Haitong Securities Company Limited(600837) approved, the company agreed to use the idle raised funds of no more than 100 million yuan to temporarily supplement the working capital for a period of no more than 12 months, and return them to the special account for raised funds at the expiration of the period. At the same time, the management of the company is authorized to handle specific matters related to the use of this part of idle raised funds to temporarily supplement working capital. (for details, please refer to Shanghai Tianyong Engineering Co.Ltd(603895) announcement on temporary replenishment of working capital with part of raised funds, Announcement No.: 2021019, disclosed by the company in the designated information disclosure media on April 28, 2021). As of December 31, 2021, the company has actually used idle raised funds to supplement working capital of RMB 100 million.
On October 28, 2021, after the company held the 19th meeting of the second board of directors and the 15th meeting of the second board of supervisors, and with the consent of the sponsor Haitong Securities Company Limited(600837) approved, the company agreed to use the idle raised funds of no more than 100 million yuan to temporarily supplement the working capital for a period of no more than 12 months, and return them to the special account for raised funds upon expiration. At the same time, the management of the company is authorized to handle specific matters related to the use of this part of idle raised funds to temporarily supplement working capital. (for details, please refer to Shanghai Tianyong Engineering Co.Ltd(603895) about use disclosed by the company in the designated information disclosure media on October 29, 2021)
