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China International Capital Corporation Limited
About Zhuzhou CRRC Times Electric Co., Ltd
Summary Report on Continuous Supervision and Sponsorship of Initial Public Offering and Listing on the STAR Market
Zhuzhou CRRC Times Electric Co., Ltd. (hereinafter referred to as "Times Electric" or the "Company" or "Listed Company") was approved to be listed on the Shanghai Stock Exchange with the approval of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on the Approval of the Registration of the Initial Public Offering of Shares of Zhuzhou CRRC Times Electric Co., Ltd. (Zheng Jian Xu Xu [2021] No. 2112) and the Shanghai Stock Exchange.
China International Capital Corporation Limited (hereinafter referred to as "CICC" or the "Sponsor") acted as the sponsor of the Company's initial public offering and listing on the STAR Market, and in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing and other relevant provisions, it continued to supervise the Company's initial public offering and listing on the STAR Market, and the period of continuous supervision was continuous
As of 31 December 2024, the CPD period has expired. In accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing
The requirements of relevant laws, regulations and normative documents such as the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange shall be issued.
1. Commitment of the sponsor institution and the sponsor representative
1. There are no false records, misleading statements or major omissions in the contents of the sponsor summary report, supporting documents and related materials, and the sponsor institution and the sponsor representative shall bear legal responsibility for their authenticity, accuracy and completeness.
2. The institution and I voluntarily accept any inquiries and investigations conducted by the China Securities Regulatory Commission on matters related to the sponsorship summary report.
3. The institution and I voluntarily accept the regulatory measures taken by the China Securities Regulatory Commission in accordance with the relevant provisions of the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing.
2. Basic information of the sponsor institution
Name of Sponsor China International Capital Corporation Limited
Registered address: 27th and 28th floors, Tower 2, International Trade Building, No. 1 Jianguomenwai Street, Chaoyang District, Beijing
Office Address: 27th and 28th Floors, Tower 2, International Trade Building, No. 1 Jianguomenwai Street, Chaoyang District, Beijing
Legal representative: Chen Liang
Sponsor representatives: Liao Hanqing, Li Xin
Third, the basic situation of listed companies
Company name: Zhuzhou CRRC Times Electric Co., Ltd
Stock Code: 688187.SH
The registered capital is 136,9339,712 yuan1
Registered address: Shifeng District, Zhuzhou City, Times Road
Main office address: Shifeng District, Zhuzhou City, Shifeng Road
Legal representative: Li Donglin
Actual controller: State-owned Assets Supervision and Administration Commission of the State Council
Secretary of the Board of Directors Long Furong
Type of securities issuance: Initial public offering of shares
The securities were listed on September 7, 2021
The securities are listed on the Shanghai Stock Exchange
4. Overview of sponsorship work
During the due diligence recommendation period, the sponsor institution and the sponsor representative actively organize and coordinate the relevant work of various intermediaries to participate in the issuance and listing of securities, abide by the business norms and industry norms in accordance with laws, administrative regulations and the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange"), be honest and trustworthy, be diligent and conscientious, conduct due diligence on the company and its major shareholders, organize the preparation of application documents and issue recommendation documents; After submitting the recommendation documents, take the initiative to cooperate with the Shanghai Stock Exchange and the China Securities Regulatory Commission for review, organize the company and various intermediaries to give feedback and reply to the opinions of the Shanghai Stock Exchange and the China Securities Regulatory Commission, and conduct professional work with the Shanghai Stock Exchange and the China Securities Regulatory Commission
1 The 4,887,300 H shares repurchased by the Company from December 12, 2024 to December 16, 2024 were cancelled on December 19, 2024, and the Company has since then
The 37,313,100 H shares repurchased between December 17, 2024 and February 20, 2025 were cancelled on February 26, 2025. As a result, the company has issued shares
The number of shares and the registered capital decreased to 1,369,339,712 shares and 136,9339,712 shares respectively. As of the date of this report, the company has not completed the registration of industrial and commercial information change.
Communicate. After obtaining the issuance approval documents, the relevant documents for the issuance and listing of shares shall be submitted to the Shanghai Stock Exchange in accordance with the requirements of the listing rules of the Shanghai Stock Exchange, and shall be reported to the China Securities Regulatory Commission for the record, and finally the sponsorship of the company shall be successfully completed.
During the period of continuous supervision, the sponsor determined the content and focus of continuous supervision according to the specific situation of the company, and undertook the following related work:
1. Supervise the standardized operation of listed companies, pay attention to the construction of the company's internal control system and the operation of internal control;
2. Supervise listed companies to fulfill their information disclosure obligations and review relevant documents for information disclosure;
3. Supervise the use of funds raised by listed companies and express opinions;
4. Continue to pay attention to the fulfillment of the commitments of relevant shareholders of listed companies;
5. Supervise listed companies to effectively implement and improve the system to ensure the fairness and compliance of related party transactions;
6. Conduct continuous supervision and training for directors, supervisors and senior managers of listed companies;
7. Submit relevant documents such as continuous supervision and regular follow-up reports to the Shanghai Stock Exchange in a timely manner.
5. Major matters that occur during the performance of sponsorship duties and their handling
(1) Replacement of raised funds
Before the raised funds are actually in place, the company has used self-raised funds to invest and implement part of the raised funds in advance. As of September 27, 2021, Times Electric has pre-invested RMB 780,193,985.74 in the investment projects of the raised funds, and the amount of self-raised funds pre-invested in the fund-raising projects is RMB 780,193,985.74 with the raised funds, and the Company completed the replacement in the first half of 2022. The above-mentioned replacement of raised funds has been verified by Deloitte Touche Tohmatsu Certified Public Accountants (Special General Partnership), and the Audit Report No. E00470 (21) has been issued to confirm it.
The total amount of the company's fund-raising and issuance expenses (excluding VAT) after deducting sponsorship and underwriting fees (excluding VAT).
19,189,019.14 yuan. As of September 27, 2021, the Company has prepaid the above issuance fee with self-raised funds
Use (excluding VAT) RMB 6,632,041.84. In the first half of 2022, the Company replaced the self-raised funds with prepaid issuance expenses of RMB6,632,041.84 with the raised funds. The above-mentioned replacement of raised funds has been verified by Deloitte Touche Tohmatsu Certified Public Accountants (Special General Partnership), and Deshi Bao (Nuclear) Zi (21) No. E00470 has been issued
The audit report shall be confirmed.
(2) Cash management of idle raised funds and investment in related products
On September 27, 2021, the Company held the 14th meeting of the 6th session of the Board of Directors and the 13th meeting of the 6th session of the Board of Supervisors
At the meeting, the "Proposal on the Use of Part of the Temporarily Idle Raised Funds for Cash Management" was deliberated and approved, and it was agreed that the company intends to use no more than 470,000 yuan (including this amount) of temporarily idle raised funds for cash management without affecting the construction progress of the raised funds investment project, not affecting the normal operation of the company and ensuring the safety of funds. The term of use is valid for 12 months from the date of approval by the board of directors of the company. As of December 31, 2021, the balance of the company's use of idle raised funds to purchase cash management products was RMB405,800.00.
On August 26, 2022, the Company held the 22nd meeting of the 6th session of the Board of Directors and the 20th meeting of the 6th session of the Board of Supervisors
At the meeting, the "Proposal on the Use of Part of the Temporarily Idle Raised Funds for Cash Management" was deliberated and approved, and it was agreed that the company intends to use no more than RMB 440,000.00 (including this amount) of temporarily idle raised funds for cash without affecting the construction progress of the raised funds investment project, not affecting the normal operation of the company and ensuring the safety of funds
Manage. The term of use is valid for 12 months from the date of approval by the board of directors of the company. As of December 31, 2022
On the same day, the company used idle raised funds to purchase cash management products, with a balance of RMB348,600.00.
On August 22, 2023, the company held the third meeting of the seventh board of directors and the second meeting of the seventh board of supervisors.
Reviewed and approved the "Proposal on Using Part of the Temporarily Idle Raised Funds for Cash Management", and agreed that the Company will use no more than RMB 320,000 (inclusive) of temporarily idle raised funds for cash management without affecting the construction progress of the raised funds investment project, affecting the normal operation of the Company and ensuring the safety of funds. The term of use is valid for 12 months from the date of approval by the board of directors of the company. As of December 31, 2023, the balance of the Company's use of idle proceeds to purchase cash management products was RMB193,000.
On August 23, 2024, the Company held the 10th meeting of the 7th Board of Directors and the 7th meeting of the 7th Board of Supervisors.
The "Proposal on Using Part of the Temporarily Idle Raised Funds for Cash Management" was deliberated and approved, and it was agreed that the Company intends to use no more than RMB 220,000 (inclusive) of the temporarily idle raised funds for cash management without affecting the construction progress of the raised funds investment project, the normal operation of the Company and ensuring the safety of funds. The term of use is valid for 12 months from the date of approval by the board of directors of the company. As of December 31, 2024, the balance of the Company's use of idle proceeds to purchase cash management products was RMB123,000.
(3) Other circumstances regarding the use of raised funds
On September 27, 2021, the Company held the 14th meeting of the 6th session of the Board of Directors and the 13th meeting of the 6th session of the Board of Supervisors
The meeting deliberated and passed the "Proposal on Using Raised Funds to Provide Loans to the Implementation Entities of Fund-raising Projects to Implement Fund-raising Projects and Sign a Four-Party Supervision Agreement on the Storage of Special Accounts for Raised Funds", and the company used the raised funds to provide no more than 41000000 yuan of raised funds to Zhuzhou CRRC Times Software Technology Co., Ltd., the implementation body of some fund-raising projects and the company's holding subsidiary, and Ningbo CRRC Times Sensing Technology Co., Ltd. to provide no more than 147.96 million yuan of raised funds. Zhuzhou National Engineering Research Center for Variable Flow Technology Co., Ltd. provides a raised capital loan of no more than 117.6 million yuan, Shanghai CRRC Aisendi Marine Equipment Co., Ltd. provides a raised capital loan of no more than 1000000 yuan, and Baoji CRRC Times Construction Machinery Co., Ltd. (hereinafter referred to as "Baoji CRRC Times") provides a raised capital loan of no more than 80,000 yuan to implement the fund-raising project, and the loan period is until the completion of the implementation of the fund-raising project. Baoji CRRC Times pays interest to the company with reference to the loan market prime rate (LPR) announced by the National Interbank Funding Center, and if Baoji CRRC Times becomes a wholly-owned subsidiary of the company during the loan period, it will not be interest-bearing and will be interest-free from the date of completion of industrial and commercial change registration.
On December 23, 2021, the Company held the 17th meeting of the 6th session of the Board of Directors and the 16th meeting of the 6th session of the Board of Supervisors
At the meeting, the "Proposal on the Change of the Investment Method of Raised Funds and the Capital Increase to the Subsidiaries" was deliberated and approved, and the change of the company's raised funds and the capital increase to the subsidiary Baoji CRRC Times were approved. The company will provide Baoji CRRC Times in the early stage for the "new rail construction machinery manufacturing platform construction project" of 50,000 yuan of the raised funds of 30,000 yuan of the investment method from the provision of loans to capital increase, the raised funds by Baoji CRRC Times transferred back to the company's special account for raising funds, and then by the company to invest in Baoji CRRC Times in the form of cash capital increase, Baoji CRRC Times has repaid the relevant interest generated during the loan period of the above-mentioned raised funds to the company.
On October 14, 2022, the Company held the 24th meeting of the 6th session of the Board of Directors and the 2nd meeting of the 6th Board of Supervisors
At the 11th meeting, the "Proposal on the Change of Raised Funds Investment Method and Capital Increase to Subsidiaries" was deliberated and approved, and it was agreed that the company would change the investment method of RMB 147.96 million invested in the fund-raising project "New Sensor R&D and Application Project" from loan to capital increase, and the company would increase the capital of RMB 147.96 million to its subsidiary Ningbo CRRC Times Sensing Technology Co., Ltd. with the raised funds.
On August 26, 2022, the Company held the 22nd meeting of the 6th session of the Board of Directors and the 20th meeting of the 6th Board of Supervisors
At the meeting, the "Proposal on Using Own Funds and Acceptance Bills to Pay the Funds of the Fund-raising Project in Advance and Replace the Raised Funds in Equal Amounts" was deliberated and approved, and it was agreed that the company and its subsidiaries (the main body of the implementation of the fund-raising and investment projects) should use their own funds and acceptance bills to pay the required funds for the fund-raising projects in advance during the implementation of the fund-raising projects, and then transfer them according to the quarterly plan and replace them with the same amount of raised funds.
On May 19, 2023, the Company held the 29th meeting of the 6th session of the Board of Directors and the 20th meeting of the 6th Board of Supervisors
At the sixth meeting, the "Proposal on the Change of the Investment Method of Raised Funds and Capital Increase to Wholly-owned Subsidiaries" was deliberated and approved, and it was agreed that the company would change the investment method of 117.6 million yuan of raised funds invested in the fund-raising project "Industrial Transmission Device R&D and Application Project" from borrowing to capital increase, and the company would increase the capital of 117.6 million yuan to Zhuzhou National Engineering Research Center Co., Ltd., the main subsidiary of the implementation of the fund-raising project.
On December 15, 2023, the Company held the fifth meeting of the seventh session of the board of directors and the fourth meeting of the seventh session of the board of supervisors
The company reviewed and approved the "Proposal on the Change of the Investment Method of Raised Funds and Capital Increase to Wholly-owned Subsidiaries", and agreed that the company will change the investment method of 320 million yuan of raised funds invested in the fund-raising project "Rail Transit Smart Road Bureau and Smart Urban Rail Key Technology and System R&D and Application Project" from borrowing to capital increase, and the company will increase the capital of 320 million yuan to Hunan CRRC Times Communication Signal Co., Ltd., the main subsidiary of the implementation of the fund-raising project; Agreed that the company will invest 100 million yuan in the fund-raising project "deep-sea intelligent equipment R&D and application project" to change the investment method of raised funds from borrowing to capital increase, and the company will increase the capital of 100 million yuan to Shanghai CRRC Aisendi Marine Equipment Co., Ltd., the main subsidiary of the implementation of the fund-raising project.
On August 23, 2024, the company held the 10th meeting of the 7th board of directors and the 7th meeting of the 7th board of supervisors.
reviewed and approved the "Proposal on the Postponement of Some Fund-raising and Investment Projects, the Increase of Part of the Implementation Entities of Fund-raising and Investment Projects, the Use of Raised Funds to Provide Loans to New Implementation Entities to Implement Fund-raising Projects, and the Adjustment of the Investment Amount between Different Implementation Entities of the Same Fund-raising Project and the Amount of Loans for Raised Funds", and agreed that the company will raise and invest in the sub-project of the "New Industry Advanced Technology R&D and Application Project" "New Energy Vehicle Electric Drive System R&D and Application Project" under the condition that the purpose of the raised funds and the scale of investment are not changed. The time for the project to reach the predetermined usable state will be adjusted from 2024 to 2026; Approved the Company to increase its holding subsidiary, Hunan CRRC Times Electric Drive Technology Co., Ltd., as the implementation body of the "R&D and Application Project of Electric Drive System for New Energy Vehicles", and intends to use the raised funds of RMB 250 million, and to implement the fund-raising project by providing borrowed funds to raise funds; Agreed that the company will adjust the investment amount between different implementation entities of the fund-raising project "Rail Transit Smart Road Bureau and Smart Urban Rail Key Technology and System R&D and Application Project", Zhuzhou CRRC Times Software Technology Co., Ltd. plans to invest in the amount of raised funds from 210 million yuan to 194.7 million yuan, and Zhuzhou CRRC Times Electric Co., Ltd. Changsha Branch plans to invest in the amount of raised funds from 270 million yuan to 285.3 million yuan. and adjust the amount of raised funds and borrowings accordingly according to the adjustment of the investment amount of the fund-raising project; Agreed that the company will adjust the investment amount between different implementation entities of the fund-raising project "new track construction machinery and equipment R&D and application project", and the amount of funds to be raised by Baoji CRRC Times Construction Machinery Co., Ltd. will be adjusted from 190 million yuan to 213 million yuan, and the amount of funds to be raised by Xi'an CRRC Rail Construction Machinery R&D Center of Baoji CRRC Times Construction Machinery Co., Ltd. will be adjusted from 110 million yuan to 87 million yuan. And according to the adjustment of the investment amount of the fund-raising project, the amount of the raised funds and borrowings will be adjusted accordingly.
6. Explanation and evaluation of the listed company's cooperation with the sponsorship
In the due diligence recommendation stage, the company can provide the sponsors, accountants, appraisers and lawyers with the documents and materials required for issuance in a timely manner, and ensure that the information provided is true, accurate and complete, and there are no false records, misleading statements or material omissions; In accordance with the requirements of relevant laws and regulations, the company can actively cooperate with the due diligence work of the sponsor institution, and participate in the stock issuance and listing counseling training organized by the sponsor institution on time; Fully cooperate with intermediaries to carry out due diligence.
During the period of continuous supervision, the listed company can standardize its operation in accordance with the requirements of relevant laws, regulations and rules, and disclose information and use the raised funds in accordance with the relevant requirements. In the event of an important matter, the company shall notify the sponsor in a timely manner and communicate, and at the same time provide relevant documents at the request of the sponsor, which provides the necessary conditions and convenience for the sponsor to carry out the continuous supervision work.
7. Explanation and evaluation of the work related to the participation of securities service institutions in the issuance and listing of securities
After verification, the sponsor believes that other securities service institutions hired by the company can dutifully carry out the relevant work of securities issuance and listing during the due diligence recommendation stage and continuous supervision period, issue relevant reports in a timely manner in accordance with relevant laws and regulations, provide professional and independent opinions and suggestions, and actively cooperate with the sponsor in the coordination, verification and continuous supervision of relevant work.
8. Concluding opinions on the review of information disclosure of listed companies
During the period of continuous supervision, the company's information disclosure work complies with the "Measures for the Administration of Information Disclosure of Listed Companies" and other relevant regulations, and publicly publishes various announcements in accordance with the law to ensure that the disclosure of material information is timely, true, accurate and complete, and there are no false records, misleading statements or major omissions.
9. Concluding opinions on the review of the use of funds raised by listed companies
After verification, the sponsor believes that the deposit and use of the raised funds during the continuous supervision period of the company are in accordance with the "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange" and the "Regulatory Guidelines for Listed Companies No. 2 - Offering by Listed Companies".
Regulatory Requirements for the Management and Use of Raised Funds", "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and "Management System for A-share Raised Funds of Zhuzhou CRRC Times Electric Co., Ltd."
The provisions of laws and regulations and institutional documents, and timely fulfilled the obligation of relevant information disclosure. As of December 31, 2024,
The company does not change the use of raised funds in disguise and damage the interests of shareholders, and there is no illegal use of raised funds.
As of December 31, 2024, the company still has some of the funds raised unused, and the sponsor will raise funds for it
The use of raised funds continues to fulfill the responsibility of continuous supervision.
10. Other matters required by the China Securities Regulatory Commission and the Shanghai Stock Exchange
Not.
(There is no text on this page, it is the signature page of the "China International Capital Corporation Limited's Continuous Supervision and Sponsorship Summary Report on the Initial Public Offering of Zhuzhou CRRC Times Electric Co., Ltd. and its Listing on the Science and Technology Innovation Board")
Signature of the legal representative:
Chen Liang
China International Capital Corporation Limited
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(There is no text on this page, it is the signature page of the "China International Capital Corporation Limited's Continuous Supervision and Sponsorship Summary Report on the Initial Public Offering of Zhuzhou CRRC Times Electric Co., Ltd. and its Listing on the Science and Technology Innovation Board")
Signature of the Sponsor Representative:
Liao Hanqing, Li Xin
China International Capital Corporation Limited
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