Verification Opinion of ShenGang Securities Co., Ltd. on SanYangMa (Chongqing) Logistics Co., Ltd.'s Use of Idle Funds for Cash Management
ShenGang Securities Co., Ltd. (hereinafter referred to as "ShenGang Securities" or "the Sponsor") is the sponsor for the public issuance of convertible bonds by SanYangMa (Chongqing) Logistics Co., Ltd. (hereinafter referred to as "SanYangMa" or "the Company"). In accordance with relevant regulations including the "Administrative Measures for the Sponsorship of Securities Issuance and Listing," "Regulatory Guidelines No. 2 for Listed Companies—Regulatory Requirements for the Management and Use of Raised Funds," "Shenzhen Stock Exchange Listing Rules," and "Self-Regulatory Guidelines No. 1 for Listed Companies on the Main Board—Standard Operations," ShenGang Securities conducted a prudent verification of SanYangMa's use of part of the idle raised funds for cash management and issued the following verification opinion:
1. Basic Situation of Raised Funds
With the approval of the China Securities Regulatory Commission regarding SanYangMa's issuance of convertible bonds to unspecified objects (Document No. [2023] 1981), and the approval from the Shenzhen Stock Exchange, SanYangMa was authorized to issue 2.1 million convertible bonds, each with a par value of RMB 100, totaling RMB 210 million. After deducting underwriting and sponsorship fees of RMB 4.2147 million (including tax), the actual amount received was RMB 205.7853 million. After further deducting external costs directly related to the issuance of convertible bonds, including legal fees, verification fees, credit rating fees, and issuance handling fees totaling RMB 1.8256 million (excluding tax) and prepaid underwriting and sponsorship fees of RMB 441,800 (excluding tax), the net amount of raised funds was RMB 203.7565 million. The actual funds received, amounting to RMB 205.7853 million, were transferred by ShenGang Securities to the Company's raised funds supervision account on November 1, 2023. All raised funds have been in place, and Tianjian Accounting Firm (Special General Partnership) issued a "Verification Report" (Tianjian Verification [2023] No. 8-32) confirming this on November 6, 2023. To standardize the management of raised funds and protect investors' rights, the Company established a special account for the raised funds, implementing dedicated storage and usage. In November 2023, the Company and ShenGang Securities signed a "Tripartite Supervision Agreement for the Storage of Raised Funds Special Account" with the Chongqing Branch of CITIC Bank and the Chongqing Xingguang Branch of Industrial Bank.
The raised funds will be used for the following projects:
| Project Name | Total Investment | Proposed Use of Raised Funds |
|---|---|---|
| SanYangMa Capacity Enhancement Project | 151,819.70 | 150,000.00 |
| Repayment of Bank Loans | 60,000.00 | 60,000.00 |
| Total | 211,819.70 | 210,000.00 |