Verification report on the use of the previously raised funds
Zhonghui kuaijin [2022] No. 0395 Shenzhen Megmeet Electrical Co.Ltd(002851) all shareholders:
We have verified the attached report on the use of the previously raised funds prepared by the management of Shenzhen Megmeet Electrical Co.Ltd(002851) (hereinafter referred to as Shenzhen Megmeet Electrical Co.Ltd(002851) company) as of September 30, 2021. 1、 Restrictions on the users and purposes of the report
This assurance report is only used by Shenzhen Megmeet Electrical Co.Ltd(002851) company when applying for convertible corporate bonds with China Securities Regulatory Commission, and shall not be used for any other purpose. We agree that this assurance report, as a necessary document for convertible corporate bonds of Shenzhen Megmeet Electrical Co.Ltd(002851) company, shall be submitted together with other application materials.
2、 Responsibilities of management
Shenzhen Megmeet Electrical Co.Ltd(002851) the management of the company is responsible for providing true, legal and complete relevant materials and preparing the report on the use of the previously raised funds in accordance with the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the China Securities Regulatory Commission, And ensure that the content of the report on the use of the previously raised funds prepared by it is true, accurate and complete, and there are no false records, misleading statements or major omissions.
3、 Responsibilities of Certified Public Accountants
Our responsibility is to put forward the assurance conclusion on the report on the use of the previously raised funds prepared by the management of Shenzhen Megmeet Electrical Co.Ltd(002851) company on the basis of the implementation of the assurance work.
4、 Job overview
We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information. The standard requires us to plan and implement assurance work to obtain reasonable assurance on whether the information of the assurance object is free from material misstatement. In the assurance process, we have implemented audit procedures that we consider necessary, including understanding, inspection and verification. We believe that our assurance work provides a reasonable basis for expressing opinions.
5、 Assurance conclusion
We believe that the report on the use of the previously raised funds prepared by the management of Shenzhen Megmeet Electrical Co.Ltd(002851) company complies with the provisions on the report on the use of the previously raised funds issued by the China Securities Regulatory Commission and truthfully reflects the use of the previously raised funds of Shenzhen Megmeet Electrical Co.Ltd(002851) company as of September 30, 2021. Zhonghui Certified Public Accountants (special general partnership) Chinese certified public accountant:
Hangzhou, China Certified Public Accountant:
Report date: February 21, 2022
Shenzhen Megmeet Electrical Co.Ltd(002851)
Report on the use of the previously raised funds
According to the provisions on the report on the use of previously raised funds (zjfz [2007] No. 500) issued by the China Securities Regulatory Commission, Shenzhen Megmeet Electrical Co.Ltd(002851) (hereinafter referred to as “the company” or “the company”) has prepared the report on the use of previously raised funds as of September 30, 2021 (hereinafter referred to as the deadline):
1、 Basic information of previously raised funds
（1） Funds raised from initial public offering in 2017
1. Amount of funds raised in the previous time and time of arrival
The company has issued 44.5 million RMB common shares (A shares) to the public for the first time with the approval of the CSRC zjfz [2017] No. 197 document. The issue price is 12.17 yuan per share, and the total amount of funds raised is 54.1565 million yuan, After deducting the underwriting Commission and recommendation fee of 34.1078 million yuan (the total underwriting Commission and recommendation fee is 36.3078 million yuan, and 2.2 million yuan has been paid in the early stage), the lead underwriter Chinalin Securities Co.Ltd(002945) remitted 507.4572 million yuan to the company’s raised funds supervision account China Minsheng Banking Corp.Ltd(600016) Shenzhen Bao’an sub branch account (Account No.: 611566866) on February 28, 2017. In addition, after deducting 14.9877 million yuan of additional external expenses related to the issuance of equity securities, such as prospectus printing fees, audit fees, lawyer fees, evaluation fees and online issuance handling fees, the net amount of funds raised by the company this time is 490269500 yuan. The availability of the above raised funds was verified by Zhonghui Certified Public Accountants (special general partnership), who issued the capital verification report (Zhonghui Keyan [2017] No. 0382) on February 28, 2017.
2. Deposit of the previously raised funds in the special account
As of September 30, 2021, the company has 7 special accounts for raised funds, and the storage of raised funds is as follows (unit: RMB):
Deposit bank account number initial deposit amount deposit balance remarks Bank Of Communications Co.Ltd(601328) Shenzhen Jintian sub branch 44306630201702210175 20000000.00 6479539.54 [note] Bank Of Ningbo Co.Ltd(002142) Shenzhen Branch 73110122000053388 20000000.00 112554.01 [note] China Minsheng Banking Corp.Ltd(600016) Shenzhen Bao’an 611880066 95000000.00 0.37 [note] sub branch
China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch 606866008 86738200.00 – account closed
Bank Of China Limited(601988) Shenzhen Shekou sub branch 760168564080 230581300.00 – account closed
China Merchants Bank Co.Ltd(600036) Shenzhen Golden home 755907135310306 20000000.00 – sold
Deposit bank account number initial deposit amount deposit balance remarks sub branch account
China Citic Bank Corporation Limited(601998) Shenzhen Branch 8110301013200176138 17950000.00 – account closed
Total 490269500.00 6592093.92
[note] the balance of raised funds is 6592093.92 yuan, all of which are stored in a special account. The details are as follows:
Bank Of Communications Co.Ltd(601328) the balance of raised funds in the account of Shenzhen Jintian sub branch (44306630201702210175) is 6479539.54 yuan, all of which are stored in a special account;
Bank Of Ningbo Co.Ltd(002142) the balance of raised funds in the account of Shenzhen Branch (73110122000053388) is 112554.01 yuan, all of which are stored in a special account.
China Minsheng Banking Corp.Ltd(600016) the balance of raised funds in the account of Shenzhen Bao’an sub branch (611880066) is 0.37 yuan, all of which are stored in a special account.
（2） In 2018, the company issued shares and paid cash to purchase assets
1. Counterparty and transaction object
The company was approved by the China Securities Regulatory Commission on July 26, 2018 with the reply on approving Shenzhen Megmeet Electrical Co.Ltd(002851) issuing shares to purchase assets from Lin Pugen and others (zjxk [2018] No. 1183). In September 2018, the company purchased Wang Jianfang, Liao Haiping, Li Ming, Dong Biao, Huang Guozhen, Gong Chunwen, Li Jian, Jiang Jinsheng, Liu Xiaoyuan, Zhu Di Guo Ling, Kuang Xiaocai, Cai Hao, Huang Shun, Zhang yueyun, ye shuihuan, Cao Jiewei, Guan Chaowang, Wang Yanrong, Shen Yue, Gao Feng, Wen Bo, Tan Guodong, Cai Baoyu, Wang Zhiwen, Peng shizai and other 26 natural person shareholders jointly hold 58.7% equity of Shenzhen Shenzhen Megmeet Electrical Co.Ltd(002851) drive Technology Co., Ltd. (hereinafter referred to as Shenzhen drive company); Lin Pugen, Wang Xuefen, Chen Fanglin, Zeng Zhaoyuan, Chen Zhihua and Luo Yimin jointly hold 34% equity of Zhejiang Yihe Sanitary Ware Co., Ltd. (hereinafter referred to as Yihe sanitary ware company) and Lin Xiaoge, long Siling, Gu Peng, song Mingquan, Liu Dong, Chen Jiming, Zhu Yufu, Zhu Jian, Qiu Shanshan, Luo Zanyun Shenzhen Shenzhen Megmeet Electrical Co.Ltd(002851) Control Technology Co., Ltd. (hereinafter referred to as Shenzhen control company) 46% equity held by 12 natural person shareholders including Wanli and Zhang Jie.
2. Pricing of transaction object
According to the appraisal report Dongzhou Ping Bao Zi [2018] No. 0165 issued by Shanghai Dongzhou Assets Appraisal Co., Ltd., as of the benchmark date of December 31, 2017, the appraisal value of the net assets of Shenzhen drive company was 79 million yuan. After negotiation by all parties to the transaction, the transaction price of 58.7% equity of Shenzhen drive company, the subject of this transaction, was determined to be 463.73 million yuan;
According to the appraisal report Dongzhou Ping Bao Zi [2018] No. 0167 issued by Shanghai Dongzhou Assets Appraisal Co., Ltd., the transaction price of 34% equity of Jardine’s sanitary ware company, the subject of the transaction as of the appraisal basis, is determined to be 334.829 million yuan;
According to the appraisal report No. [2018] 0182 issued by Shanghai Dongzhou Assets Appraisal Co., Ltd., as of the benchmark date of December 31, 2017, the net assets appraisal value of Shenzhen control company was 215 million yuan. After negotiation between the parties to the transaction, the transaction price of 46% equity of Shenzhen control company, the subject of this transaction, was determined to be 97.739 million yuan.
3. Payment method of consideration
The total consideration of this transaction is 896298000 yuan. Among them, 98.53% of the total transaction consideration was paid by issuing shares, totaling 883.11 million yuan. Based on the issuance price of 21.04 yuan per share, a total of 41972884 shares were issued; 1.47% of the total transaction consideration was paid in cash, totaling 13.188 million yuan.
4. Delivery and transfer of underlying assets
On August 21, 2018, Shenzhen drive company completed the industrial and commercial change registration;
On August 20, 2018, Jardine’s sanitary ware company completed the industrial and commercial change registration;
On August 21, 2018, Shenzhen control company completed the industrial and commercial change registration.
The issuance of shares and the payment of cash to purchase the equity of the target company did not arrange supporting financing, did not involve the actual investment of raised funds, and there was no time for the arrival of funds and the deposit of funds in the special account.
（3） Funds raised through public issuance of convertible corporate bonds in 2019
1. Amount of funds raised in the previous time and time of arrival
With the approval of the China Securities Regulatory Commission in the reply on approving Shenzhen Megmeet Electrical Co.Ltd(002851) public issuance of convertible corporate bonds (zjxk [2019] No. 2280), the company publicly issued 6550000 convertible corporate bonds on December 26, 2019, with a face value of 100 yuan each and a total issuance amount of 655 million yuan. The convertible bonds issued in this public offering shall be placed preferentially to the original shareholders. The balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) shall be placed offline to institutional investors and online to public investors through the trading system of Shenzhen Stock Exchange. The company shall raise a total amount of 655 million yuan, after deducting the issuance fee of 6.5524 million yuan, The net amount of the raised funds was 648447600 yuan. All the above funds were in place on January 2, 2020, verified by Zhonghui Certified Public Accountants (special general partnership) and issued the verification report (Zhonghui Keyan [2020] No. 0006).
2. Deposit of the previously raised funds in the special account
As of September 30, 2021, the company has 6 special accounts for raised funds, and the storage of raised funds is as follows (unit: RMB):
Deposit bank account number initial deposit amount deposit balance remarks Bank Of China Limited(601988) Qianhai Shekou branch 762773155199 100000000.00 40036026.51 [note]
Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen 79200078801400001059 80288200.00 84249308.44 [note] Shenzhen Henggang sub branch
Bank Of Ningbo Co.Ltd(002142) Shenzhen fortune harbor 73110122000152382 131709800.00 137758865.15 [note] sub branch
Chinese people
