Dongxing Securities Corporation Limited(601198)
About Sunwoda Electronic Co.Ltd(300207)
Verification opinions on the implementation location of some new raised investment projects
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as " Dongxing Securities Corporation Limited(601198) ," recommendation institution "and" joint lead underwriter ") as the recommendation institution for Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as" Sunwoda Electronic Co.Ltd(300207) "company") to publicly issue convertible corporate bonds and issue shares to specific objects, in accordance with the administrative measures for recommendation business of securities issuance and listing Relevant provisions such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, listing rules of Shenzhen Stock Exchange on the gem (revised in 2020), regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (Revised in 2022), etc, Carefully checked the implementation site of Sunwoda Electronic Co.Ltd(300207) newly added raised investment projects, and issued the following verification opinions:
1、 Basic information of raised funds
According to the reply on Approving the registration of Sunwoda Electronic Co.Ltd(300207) issuing shares to specific objects (zjxk [2021] No. 3300) issued by China Securities Regulatory Commission on October 18, 2021, the company is approved to apply for the registration of issuing shares to specific objects Sunwoda Electronic Co.Ltd(300207) issued 93438233 RMB ordinary shares (A shares) to specific objects at a price of 41.90 yuan / share, and the total amount of funds actually raised was 391506196270 yuan. After deducting 3389175298 yuan (excluding tax) of the issuance cost, the net amount of funds actually raised was 388117020972 yuan, including 9343823300 yuan of newly increased share capital, The capital reserve is 378773197672 yuan. The recommendation institution and lead underwriter Dongxing Securities Corporation Limited(601198) has remitted the remaining amount of RMB 389398665289 after deducting the recommendation fee and underwriting fee (including tax) of RMB 2107530981 from the subscription amount of RMB 391506196270 to the special account for raised funds of the company.
ShineWing Certified Public Accountants (special general partnership) verified and confirmed the availability of the above raised funds and issued Sunwoda Electronic Co.Ltd(300207) capital verification report (xyzh / 2021szaa50116). 2、 Arrangements for the use of the raised funds
According to the prospectus for offering shares to specific objects in 3 Kairuide Holding Co.Ltd(002072) 021 (Registration draft) and the proposal on adjusting the use arrangement of raised funds and using the raised funds to pay in and increase capital to wholly-owned subsidiaries to implement raised investment projects deliberated and adopted at the 19th meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors on November 30, 2021. The investment projects raised by issuing shares to specific objects are "3C consumer lithium ion cell expansion project", "3C consumer lithium battery module expansion project" and "notebook lithium battery module expansion project". The implementing entities are Zhejiang Liwei Energy Technology Co., Ltd. (hereinafter referred to as "Zhejiang Liwei"), Sunwoda Electronic Co.Ltd(300207) and Zhejiang Sunwoda Electronic Co.Ltd(300207) Electronics Co., Ltd.
Since the net amount of funds actually raised from the issuance of shares to specific objects is 388117020972 yuan, which is less than the total amount of funds to be invested in the original plan, the company will adjust and finally decide the priority of the investment of the raised funds and the specific investment amount of each raised investment project according to the actual net amount of funds raised and the priorities of the raised investment projects, The shortage of raised funds shall be solved by the company with self raised funds, and the specific adjustments are as follows:
Unit: RMB 10000
Project name and total investment amount of the project
No. input amount (after adjustment)
1 3C consumer lithium ion cell expansion project 145 Ping An Bank Co.Ltd(000001) 39 Ping An Bank Co.Ltd(000001) 3900000
2 3C consumer lithium battery module expansion project 130 Ping An Bank Co.Ltd(000001) 115 Shenzhen Ecobeauty Co.Ltd(000010) 811082
3. Production expansion project of notebook lithium battery module 50 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 3200004320000
4. Supplementary working capital 100 China Baoan Group Co.Ltd(000009) 7806209780620
Total 4250 China International Marine Containers (Group) Co.Ltd(000039) 15062038811702
3、 Description of the implementation location of some new raised investment projects
Zhejiang Liwei has added two new implementation sites: Yanzhou Road office laboratory building, Lanjiang street, Lanxi City, Jinhua City, Zhejiang Province, and R & D workshop, which are based on the actual production, operation and management needs. The details are as follows:
Before and after change
Change of address of raised investment: Lanjiang, Lanxi City, Jinhua City, Zhejiang Province Building 1, No. 111, Yanzhou Road, Lanjiang street, Lanxi City, Jinhua City, Zhejiang Province, building 1 and 2, No. 111, Yanzhou Road, No. 2 street, office experimental building and R & D workshop
4、 Reasons and influence of the implementation location of some new raised investment projects
Zhejiang Liwei added Yanzhou Road office experimental building and R & D workshop in Lanjiang street, Lanxi City, Jinhua City, Zhejiang Province to speed up the implementation progress of the raised funds investment project, improve the use efficiency of the raised funds, and did not substantially change the investment direction and basic implementation content of the raised funds investment project, which would not affect the implementation and investment income of the project, The company does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders, especially the interests of minority shareholders.
Sunwoda Electronic Co.Ltd(300207) will strictly abide by the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the Listing Rules of gem shares of Shenzhen Stock Exchange (revised in 2020) The guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the company's measures for the management of raised funds and other relevant provisions strengthen the internal and external supervision on the use of raised funds, ensure the legality and effectiveness of the use of raised funds, and maximize the interests of the company and all shareholders. 5、 The decision-making procedures for the implementation location of some new raised investment projects
On February 28, 2022, Sunwoda Electronic Co.Ltd(300207) the 27th meeting of the Fifth Board of directors and the 27th meeting of the Fifth Board of supervisors deliberated and adopted the proposal on the implementation place of some new raised investment projects. The proposal on the implementation location of some new raised investment projects does not need to be submitted to the general meeting of shareholders for deliberation.
6、 Opinions of independent directors
The independent directors of the company have expressed independent opinions on the implementation location of some new equity investment projects: in view of the actual situation of the equity investment projects issued by the company to specific objects this time, the company has decided to implement some new equity investment projects, and has not actually changed the investment direction and project content of the raised funds, which will not have an adverse impact on the operation of the company. The necessary procedures have been performed for this matter, which is in line with the actual situation of the company, the provisions of relevant laws and regulations and normative documents, and there is no damage to the interests of investors. Therefore, the independent directors unanimously agreed on the implementation location of some new raised investment projects of the company.
7、 Opinions of the board of supervisors
The 27th meeting of the 5th board of supervisors of the company deliberated and approved the proposal on the implementation location of some new raised investment projects. The board of supervisors believed that the company could speed up the implementation progress of the projects invested with raised funds, improve the use efficiency of raised funds, and did not change the purpose of the raised funds The implementation subject and implementation method will not have an adverse impact on the implementation of relevant investment projects with raised funds and the normal operation of the company, and there is no damage to the interests of shareholders. Therefore, the board of supervisors agreed to the implementation location of some new raised investment projects of the company.
8、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
Sunwoda Electronic Co.Ltd(300207) the matters concerning the implementation location of the newly added raised investment projects have been deliberated and approved by the board of directors and the board of supervisors. The independent directors have expressed their independent opinions with explicit consent, fulfilled the necessary approval procedures, and met the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies and other relevant provisions.
Sunwoda Electronic Co.Ltd(300207) the implementation location of some new projects invested with raised funds is in line with the implementation plan of the projects invested with raised funds, there is no situation of changing the purpose of raised funds and damaging the interests of shareholders in a disguised manner, which will not have a substantive impact on the implementation of the project, and meet the needs of the production, operation and future development of the projects invested with raised funds.
Dongxing Securities Corporation Limited(601198) will continue to pay attention to the use of the company's raised funds, urge the company to perform relevant decision-making procedures, ensure that the use procedures of the raised funds are legal and compliant, and earnestly perform the responsibilities and obligations of the sponsor.
To sum up, Dongxing Securities Corporation Limited(601198) has no objection to the implementation location of Sunwoda Electronic Co.Ltd(300207) new raised investment projects.
(there is no text on this page, which is the signature page of Dongxing Securities Corporation Limited(601198) opinions on the verification of the implementation location of Sunwoda Electronic Co.Ltd(300207) new raised investment projects)
Sponsor representative:
Zou Xiaoping, Yang Zhi
Dongxing Securities Corporation Limited(601198) mm / DD / yyyy
