Citic Securities Company Limited(600030) South China Co., Ltd
About Shenzhen Capstone Industrial Co.Ltd(000038)
Verification opinions on the deposit and use of raised funds in 2021
Citic Securities Company Limited(600030) South China Co., Ltd. (hereinafter referred to as ” Citic Securities Company Limited(600030) South China company” and “independent financial consultant”) acted as the independent financial consultant of Shenzhen Capstone Industrial Co.Ltd(000038) (hereinafter referred to as ” Shenzhen Capstone Industrial Co.Ltd(000038) ,” listed company “or” company “) for issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as” this transaction “) in 2015, According to the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial consulting business of mergers and acquisitions of listed companies, and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies In accordance with the requirements of relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the deposit and use of the raised funds in Shenzhen Capstone Industrial Co.Ltd(000038) 2021 have been checked, and the verification opinions are as follows:
1、 Raised funds
Approved by the reply on approving Shenzhen Capstone Industrial Co.Ltd(000038) issuing shares to Cao Linfang and others to purchase assets and raise supporting funds (zjxk [2015] No. 2944 document of China Securities Regulatory Commission), the company completed the issuance of supporting funds on June 23, 2016. The total amount of funds raised was RMB 27499991212, after deducting various issuance expenses, the total amount was RMB Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) 9910, The net amount of the actually raised funds is 271994991302 yuan, which has been transferred by the independent financial consultant to the special account opened by the company for the raised funds, of which the newly increased registered capital (share capital) is 13467188600 yuan and the capital reserve (share capital premium) is 258527802702 yuan. Ruihua Certified Public Accountants (special general partnership) verified the receipt of the above raised funds and issued the capital verification report (Ruihua Yan Zi [2016] 48030016) on June 23, 2016.
On June 24, 2020, the company held the 6th meeting of the 10th Session of the board of directors and the 5th meeting of the 10th Session of the board of supervisors, deliberated and adopted the proposal on using the remaining raised funds to permanently supplement working capital. In order to improve the use efficiency of raised funds, better meet the needs of the company’s development and safeguard the interests of shareholders of the company, after careful consideration, The company used 3819095 million yuan of raised funds and related interest income to permanently supplement working capital. The above matters were deliberated at the first extraordinary general meeting of shareholders in 2020 held on July 15, 2020
Pass.
2、 Deposit and management of raised funds
In order to standardize the management and use of raised funds, ensure the safe use of funds and effectively protect the rights and interests of investors, the company has, in accordance with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and
According to the requirements of relevant laws and regulations such as the stock listing rules of the stock exchange and the articles of association of the company, and in combination with the actual situation of the company, the measures for the management of Shenzhen Capstone Industrial Co.Ltd(000038) raised funds were formulated. The system was adopted at the 20th meeting of the 8th board of directors of the company on July 22, 2015 and the 20th meeting of 2015 held on August 27, 2015
It was deliberated and adopted at the second extraordinary general meeting of shareholders.
As of December 31, 2021, the company’s deposit of raised funds is as follows:
Unit: 10000 yuan
Account category and account balance of sequential deposit bank (including balance of financial product number and bank interest)
1 China Zheshang Bank Co.Ltd(601916) LAN special account for raised funds 821 Shenzhen Properties & Resources Development (Group) Ltd(000011) 01201 Midea Group Co.Ltd(000333) 708159.91 Dongzhou sub branch
2 Shanghai Pudong Development Bank Co., Ltd. has a special account for raising funds 691101550 Ping An Bank Co.Ltd(000001) 896.71 Qingdao jinjialing sub branch
Total 816662
Note: the company has held the first extraordinary general meeting of shareholders in 2020 on July 15, 2020 and approved to raise the remaining shares
Collect funds and relevant interest income for permanent replenishment of working capital. In 2021, due to the company’s overall use of funds, from
China Zheshang Bank Co.Ltd(601916) Lanzhou East sub branch transferred out 446745 million yuan for permanent replenishment of working capital; On duty
The company is involved in the litigation of Shandong Financial Assets Management Co., Ltd. (hereinafter referred to as “provincial financial assets company”), Shanghai
The fund of 9.3186 million yuan of Qingdao jinjialing sub branch of Pudong Development Bank Co., Ltd. was temporarily transferred to Qingdao intermediate bank of Shandong Province
Special account of the people’s court; As of December 31, 2021, 816662 million yuan was still stored in the special account due to the company’s lawsuit
For litigation and property preservation, the balance of the account has been frozen by the judiciary and its use is limited. It will continue to be used for permanent replenishment of working capital in the future.
3、 Actual use of raised funds in 2021
(I) use of funds for investment projects with raised funds
The actual use of funds raised by listed companies during the year is as follows:
Unit: RMB 10000
The total amount of raised funds is 27199499, and the total amount of raised funds invested in this year is 0.00
The total amount of raised funds with changed purposes in the reporting period was 0.00
The accumulated total amount of raised funds for changing purposes is 17849170, and the accumulated total amount of raised funds invested is 27199499 (including 17837988 of permanent supplementary working capital)
65.62% of the total funds raised for accumulative change of purpose
Whether the raised funds have been committed to the cumulative investment by the end of the period. Whether the projects invested by the end of the period have reached the expected value, whether the actual value of the current year has reached the project feasibility, and whether the project has been committed to investment (including the total amount of investment after adjustment of the total amount of committed investment, the cumulative investment amount of the current year and the progress of committed investment (%) Benefits of fixed available cash (expected benefits change significantly) (partial change of project) (1) difference between input amount and input amount (4) = (2) / (1) status date
(2) (3)＝(2)-(1)
Raised investment projects:
1. Mobile advertising marketing network construction project is 2354755120504 – 120504 – 100, not applicable in June 2018
2. The comprehensive digital marketing service of Zhimei mobile is not applicable, not applicable, not applicable
Platform upgrade project 2399282 ——
3. The project of R & D center is 513095 – not applicable, not applicable, not applicable
4. The outdoor media network project is 114457911292338 – 1292338 – 100 not applicable not applicable not applicable yes
5. WiFi distribution items are 1476967 72.00 – 72.00 – 100 not applicable not applicable
6. The item of LED display in banquet hall is 1079322 — 0.00 — not applicable, not applicable, not applicable, yes
7. Payment of acquisition consideration no 79302877930287 – 7930287 – 100 N / a n / a n / a n / a no
Subtotal of raised investment projects 271994999350329 – 9350329 – 100
Subtotal of investment of over raised funds
Total 271994999350329 0.009350329 0.00 100 -35.39
The situation and reasons for not reaching the planned progress or expected income (by specific project) are not applicable this year.
Major changes in the feasibility of the project indicate that this year, this situation is not applicable.
The amount, purpose and use progress of the over raised funds have no over raised funds.
Changes in the implementation location of the project invested by raised funds
This situation does not apply this year.
Adjustment of implementation mode of investment projects with raised funds
Advance investment and replacement of investment projects with raised funds this year, this situation is not applicable.
Temporary replenishment of working capital with idle raised funds is not applicable this year.
Cash management with idle raised funds and investment in related products this year
