Haitong Securities Company Limited(600837) about
Shanghai Tianyong Engineering Co.Ltd(603895)
Verification opinions on temporarily replenishing working capital with some idle raised funds
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 guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shanghai Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shanghai stock exchange No. 11 – continuous supervision, the guidelines for the self-discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other relevant provisions, Carefully check the matters of Shanghai Tianyong Engineering Co.Ltd(603895) using some idle raised funds to temporarily supplement working capital. The specific verification is as follows: I. Basic information of raised funds
1. Availability, management and deposit of raised funds
With the approval of zjxk [2018] No. 54 document of China Securities Regulatory Commission, Shanghai Tianyong Engineering Co.Ltd(603895) (hereinafter referred to as “the company”) issued 19.3 million RMB common shares (A shares) for the first time. According to the approval of self regulatory decision [2018] No. 14 document of Shanghai Stock Exchange, the company’s shares were listed 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. The above funds have been verified by Dahua Certified Public Accountants (special general partnership) and issued the capital verification report “Dahua Yan Zi [2018] No. China National Accord Medicines Corporation Ltd(000028) “.
In order to regulate the use of the company’s raised funds and protect the legitimate rights and interests of investors, in accordance with relevant laws and regulations, the articles of association and the measures for the administration of the use of the company’s raised funds, the company signed the tripartite supervision agreement on the storage of the special account for raised funds with the sponsor, 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. The above regulatory agreement defines the rights and obligations of all parties. There is no significant difference between the regulatory agreement and the model tripartite regulatory agreement of Shanghai Stock Exchange.
As the construction of the project invested by the raised funds needs a certain period, according to the actual progress of the project invested by the raised funds, some of the raised funds are idle in the short term at this stage.
2. Return of funds raised for temporary replenishment of working capital
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, deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company should use no more than 100 million yuan of idle raised funds to temporarily supplement working capital for a period of no more than 12 months, and return it to the special account for raised funds when due. 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. 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. As of December 31, 2021, the company has actually used idle raised funds to supplement working capital of 55 million yuan.
The company has returned the raised capital of 10000 yuan for temporary replenishment of working capital reviewed on April 27, 2021 to the special account for raised capital, and timely informed the recommendation institution and recommendation representative of the return of the above raised capital.
As of the date of issuance of this verification opinion, the raised funds for temporary replenishment of working capital considered on October 28, 2021 have not expired. The company does not return the raised funds at maturity. 2、 Basic information of investment projects with raised funds
1. Investment projects with raised funds
According to the company’s initial public offering prospectus, the details of the investment projects originally planned to raise funds are as follows (Unaudited):
Unit: 10000 yuan
Planned investment the investment of the raised funds in the master plan has been invested in the raised funds by December 31, 2021
1 industrial automatic control device equipment project I 30308001576882453133 phase project
2 engine development test system and test service 1720100925953 0.00 [note] construction project
3 R & D center and MES system construction item 731100393561376635
4. Supplementary working capital 60 Shenzhen Sed Industry Co.Ltd(000032) 2988322988
Total 608200032193841168956
[note] the construction project of original engine development and test system and test service has not been put into operation. After the deliberation and approval of the 14th meeting of the first board of directors, the 13th meeting of the first board of supervisors and the first extraordinary general meeting of shareholders in 2019, the company changed the project into the construction project of motor battery assembly test line and automation equipment of new energy vehicles.
On March 12, 2019, the proposal on changing the investment project of raised funds and the implementation place of the investment project of raised funds was reviewed and approved by the 14th meeting of the first board of directors and the 13th meeting of the first board of supervisors of the company, and was reviewed and approved by the first extraordinary general meeting of shareholders in 2019 held on March 28, 2019, The company changed the engine development test system and test service construction project of the original raised investment project into the new energy vehicle motor battery assembly test line and automation equipment construction project, and used the originally planned raised fund of 925953 million yuan for the new energy vehicle motor battery assembly test line and automation equipment construction project. The details of the new project after the change are as follows (Unaudited):
Unit: 10000 yuan
It is planned to invest and raise funds. As of December 31, 2021, the total investment of the project name has been invested in the raised funds
New energy vehicle motor battery assembly test line and 1020 Unittec Co.Ltd(000925) 953333046 automation equipment construction project
2. Account of raised funds
As of December 31, 2021, the deposit of the company’s raised funds account is as follows (Unaudited):
Unit: RMB
Initial deposit amount of deposit bank account number as of December 2021 deposit method
Balance on 31st
China Everbright Bank Company Limited Co.Ltd(601818) 36630188000286 current (annual term) and other methods of Shanghai Pudong 806164250311472234754021
Second sub branch
Bank Of Communications Co.Ltd(601328) 31006907901880 current (annual term) and other methods of Shanghai Jiading 0066779157 Shanghai Aladdin Biochemical Technology Co.Ltd(688179) 1083077038
Sub branch
Total – 321938490572317831059
3、 The plan of temporarily replenishing working capital by using some idle raised funds this time
In order to improve the use efficiency of the raised funds and effectively reduce the financial expenses of the company, the company uses the idle raised funds of no more than 100 million yuan to temporarily supplement the working capital without affecting the normal progress of the investment project of the raised funds. The term is no more than 12 months and will be returned to the special account of the raised funds when due. This part of funds is limited to the production and operation related to the main business. The company will use this part of funds in strict accordance with 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 measures for the management of raised funds by listed companies of Shanghai Stock Exchange (revised in 2013) issued by the CSRC. There is no change in the purpose of raised funds in a disguised manner, nor will it affect the normal progress of investment projects with raised funds. 4、 On April 29, 2022, the company held the 22nd Meeting of the second board of directors and the 18th meeting of the second board of supervisors, deliberated and approved the proposal on using part of idle raised funds to temporarily supplement working capital, and agreed that the company should use no more than 100 million yuan of idle raised funds to temporarily supplement working capital, The term shall not exceed 12 months and 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. The independent directors of the company expressed their independent opinions with explicit consent. 5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the company’s use of temporarily idle raised funds to temporarily supplement working capital has been deliberated and approved by the 22nd Meeting of the second board of directors and the 18th meeting of the second board of supervisors, the independent directors and the board of supervisors have issued clear consent opinions, which need not be deliberated by the general meeting of shareholders, and the company has fulfilled the necessary approval procedures. The company used the temporarily idle raised funds to temporarily supplement the working capital, did not change the purpose of the raised funds in a disguised form, and did not affect the normal progress of the investment plan of the raised funds; The idle raised funds are used for production and operation related to the main business, and are not directly or indirectly arranged for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc; The time for a single replenishment of working capital shall not exceed 12 months, and the expired funds raised for temporary replenishment of working capital have been returned. The use of temporarily idle raised funds to temporarily supplement working capital complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shanghai Stock Exchange, the guidelines for the self regulatory supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, and the guidelines for the self regulatory supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation And other relevant regulations and the company’s fund-raising management system. The recommendation institution agrees that the company will use the temporarily idle raised funds to temporarily supplement the working capital.
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(there is no text on this page, which is the signature and seal page of Haitong Securities Company Limited(600837) verification opinions on Shanghai Tianyong Engineering Co.Ltd(603895) using some idle raised funds to temporarily supplement working capital)
Signature of sponsor representative:
Qu Hongdong Zeng Jun
Haitong Securities Company Limited(600837) mm / DD / yyyy
