Guosen Securities Co.Ltd(002736)
About Lingyi Itech (Guangdong) Company(002600)
Verification opinions on changing some investment projects with raised funds
In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other relevant provisions, As the sponsor of Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as ” Lingyi Itech (Guangdong) Company(002600) ” or “the company”) for non-public offering of shares, Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) ” or “the sponsor”) has carefully and prudently verified the company’s changes in some investment projects with raised funds. The specific circumstances of the audit are as follows:
1、 Overview of changing the purpose of raised funds
(i) Basic information of raised funds
Approved by the reply on approving Lingyi Itech (Guangdong) Company(002600) non-public development of shares (zjxk [2019] No. 2574) of China Securities Regulatory Commission, the company is approved to issue RMB ordinary shares by means of non-public offering of shares to the public (A shares) 120 million shares, with a par value of RMB 1 per share and an issue price of RMB 9.31 per share. The total amount of raised funds is RMB 299999992.36. After deducting the issue expenses of RMB 27599167.25, the net amount of raised funds is RMB 2972400825.11.
Dahua Certified Public Accountants (special general partnership) has verified the availability of the above raised funds and issued the capital verification report on the raised funds of RMB common shares (A shares) of Lingyi Itech (Guangdong) Company(002600) non-public development banks (Dahua Yan Zi [2020] No. 000264). The company adopts a special account storage system for the raised funds and has signed a contract with the sponsor and the deposit bank for the raised funds Three party (four party and five party) supervision agreement on raised funds.
（2） Investment projects with raised funds
As of November 30, 2021, the investment projects and use of the funds raised by the company’s non-public offering of shares are as follows:
Unit: 10000 yuan
No. project name total project investment planned to be raised accumulated used raised amount raised amount
No. project name total project investment planned to be raised accumulated used raised amount raised amount
1 precision metal processing project 185714.76156600.0026213.99
2 electromagnetic functional material item 66584.9854400.004877.62
3. Supplementary working capital 89000.0089000.0089000.00
Total 341299.74300000.00120091.61
（3） Some of the projects invested by raised funds are changed this time
1. Changes
According to the company’s long-term development strategy and capital demand, in order to improve the use efficiency of raised funds, The company plans to adjust the “electromagnetic functional material project” (hereinafter referred to as the “original raised investment project”) which is one of the investment projects raised by non-public offering of shares, and use the remaining raised funds of 490 million yuan and interest to invest in the “new touch panel and keyboard module project” (hereinafter referred to as the “new raised investment project”) ）。 The amount of the investment project of some raised funds changed this time is RMB 490 million, accounting for 16.48% of the net funds raised from the non-public offering of shares. The comparison of investment projects raised by non-public offering of shares before and after this change is as follows:
Unit: 10000 yuan
Name of sequential investment project raised before project investment change raised after project investment change
Remarks on proposed investment of so-called total funds
Amount amount
1. Electromagnetic functional material 66584.9854400.005400.00 changes the purpose of fund collection of some raised materials
New touchpad, new raised investment item 2, keyboard module item 100000.00-49000.00
order
Total 166584.9854400.0054400.00
2. Description of new raised investment projects
Project Name: new touchpad and keyboard module project
Project implementation subject: the project implementation subject is a wholly-owned subsidiary Suzhou appreciate Intelligent Technology Co., Ltd.
Project construction site: the specific construction site in Suzhou is difida Industrial Park, No. 10, Qixin Road, intelligent manufacturing industrial park, Wangting Town, Xiangcheng District, Suzhou
Project construction content: the newly raised and invested project is a precision module project, which mainly produces precision modules such as keyboard and touch control, and is mainly used in notebook computers, tablet computers and other consumer electronic products. After the completion of the project, an annual production capacity of 2.6 million touch boards and 9.6 million keyboards will be formed.
Project investment plan: the total investment of the project is expected to be 1 billion yuan, including the purchase of equipment, technology development, engineering construction, etc. the proposed raised capital of the project is 490 million yuan and interest. The total investment cycle of the project is expected to be 2 years.
2、 Reasons for changing the investment project of raised funds
(i) Original project plan and actual investment
The implementation subject of the original raised investment project “electromagnetic functional material project” is the subordinate company lingshengcheng technology (Jiangsu) Co., Ltd. the total investment of the project is 665.8498 million yuan and the construction period is one year. The construction site is located in the existing plant on the east side of Jingba Road, Dongtai Economic Development Zone, Dongtai City, Jiangsu Province and No. 8 Jingba Road, Dongtai economic development zone. A series of advanced equipment at home and abroad will be introduced to build electromagnetic functional materials projects. After the completion of the project, the company will form a high-tech industrial park with an annual output of 12400 tons Performance magnetic materials and 59.32 million square meters of die-cutting materials (including nanocrystalline, microwave absorbing material, release film, protective film, double-sided adhesive tape, etc.). After the construction of the project is completed and all of them reach the post production stage, it is expected to realize an annual sales revenue of 163.59 million yuan. According to the actual fund-raising situation, the project originally planned to invest 544 million yuan in the raised funds. By November 30, 2021, the project has invested 48.7762 million yuan in the raised funds, accounting for the original total The proportion of allocated raised funds is 8.97%, and the remaining unused raised funds are 495.6236 million yuan, of which 444 million yuan has been used to temporarily supplement working capital, and the balance deposited in the special account for raised funds is 51.6236 million yuan (including interest income).
（2） Reasons for changing some investment projects with raised funds
The original raised investment project “electromagnetic functional material project”, the main products of the project are high-performance magnetic materials and die-cutting materials. According to the current market demand and other actual conditions of the company’s non-public offering and investment projects, in order to improve the operation and management efficiency and the use efficiency of raised funds, and considering the company’s long-term strategic planning and the steady growth of future benefits, the company will change the use of some raised funds of the project, integrate its own advantageous resources and set up a production base, Carry out the construction of “new touch panel and keyboard module project”, and produce keyboard, touch and other precision module products. After the completion of the new project, it will help to improve the layout of the company in the field of consumer electronic products, further extend to the downstream module business, meet customers’ demand for module products, deepen the cooperative relationship with customers and improve the overall market competitiveness of the company.
3、 Procedures performed for this change
On December 27, 2021, the company held the 15th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on changing some investment projects with raised funds. The independent directors, supervisors and sponsors of the company have expressed clear consent, and the matter needs to be submitted to the general meeting of shareholders for deliberation. The change in the purpose of the raised funds does not constitute a related party transaction. The approval procedures of relevant government departments involved in the raised investment project after this change are being handled.
4、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The change of the company’s investment project with raised funds has been deliberated and approved at the 15th meeting of the 5th board of directors, Lingyi Itech (Guangdong) Company(002600) independent directors and the board of supervisors have expressed clear consent, which needs to be deliberated and approved by the general meeting of shareholders, has fulfilled the necessary approval procedures, and is in line with the stock listing rules of Shenzhen Stock Exchange According to the provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other documents, the recommendation institution has no objection to the company’s change of the investment project with raised funds.
(no text below)
(there is no text on this page, which is the signature and seal page of Guosen Securities Co.Ltd(002736) verification opinions on Lingyi Itech (Guangdong) Company(002600) change of some raised capital investment projects) sponsor representative:
Cui Wei, Hou LiXiao
Guosen Securities Co.Ltd(002736) mm / DD / yy
