Securities code: 002600 securities abbreviation: Lingyi Itech (Guangdong) Company(002600) Announcement No.: 2021-145 Lingyi Itech (Guangdong) Company(002600)
Announcement on changing some investment projects with raised funds
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The 15th meeting of the 5th board of directors of Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as " Lingyi Itech (Guangdong) Company(002600) " or "the company") was held on December 27, 2021 by means of on-site voting combined with communication. The meeting was held in accordance with the provisions of the company law and the articles of association. The meeting deliberated and adopted the proposal on changing some investment projects with raised funds , the proposal still needs to be submitted to the general meeting of shareholders for deliberation. The relevant information is hereby announced 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 company's non-public offering of shares has raised funds for investment projects and raised funds
Unit: 10000 yuan
No. project name total project investment planned to use raised funds accumulated used raised funds
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
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
No. name of investment project raised capital before total investment change remarks of raised capital after change
Proposed investment amount
Purpose of 66584.9854400.005400.00 fund raised for project 1 of electromagnetic functional material change
New touchpad, key, new raised investment project 2 disk module project 100000.00-49000.00
Total 166584.9854400.0054400.00
（4） The decision-making procedures of some investment projects with raised funds are changed
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.
2、 Reasons for changing the investment project of raised funds
(i) Original project plan and actual investment
limited company. 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 are introduced to build electromagnetic functional material projects. After the project is completed, The company will achieve an annual output of 12400 tons of high-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、 Description of new raised investment projects
(i) Basic information and investment plan of new raised investment projects
1. Project Name: new touchpad and keyboard module project
2. Project implementation subject: the project implementation subject is a wholly-owned subsidiary Suzhou appreciate Intelligent Technology Co., Ltd.
3. 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
4. Nature of project construction: new construction
5. 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.
6. 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） Project feasibility analysis
1. The downstream application market capacity of the product is large
The products of the project are mainly applied to intelligent terminal products represented by laptops and tablets. The market demand of intelligent terminal products determines the market capacity of the products of the project to a certain extent. Since the commercialization of computer products in the 1960s, the PC market has become more and more mature after decades of development, forming a stable user group and a huge market scale. In recent years, with the accelerated product update iteration of upstream CPU manufacturers Intel and AMD, and the rapid development of 5g and artificial intelligence technology, the shipment volume of the global PC market has accelerated. IDC report shows that in 2020, the global PC shipment exceeded 300 million units, with a year-on-year increase of 13.1%. With the gradual enrichment of downstream application scenarios, the accelerated development of e-sports, online education, intelligent manufacturing and other industries and the impact of the epidemic, PC will obtain rich use scenarios including games, education and industry in addition to traditional commercial office and home applications, providing a broad incremental market for PC development.
2. Comply with national laws and regulations and industrial policy support
The products of the project conform to the national development strategy and planning. In the notice of thirteen departments on printing and distributing the special action plan for improving the design capacity of manufacturing industry (2019-2022) issued in 2019, it is clearly required to vigorously develop integrated circuit design, large-scale computing equipment design, personal computer and intelligent terminal design, artificial intelligence fashion and creative design, virtual reality / augmented reality in the field of electronic information (VR / AR) equipment, simulation system design, etc. the proposal of the CPC Central Committee on formulating the 14th five year plan for national economic and social development and the long-term goal of 2035 issued in 2020 It is clearly required to develop strategic emerging industries. Accelerate the growth of new generation information technology, biotechnology, new energy, new materials, high-end equipment, new energy vehicles, green environmental protection, aerospace, marine equipment and other industries.
3. The company has stable and high-quality customer resources and technical strength
The company has good customer relations and high-quality customer resources. On the one hand, it reflects that the company's products have a broad downstream market space. On the other hand, it can jointly carry out product R & D and batch supply with downstream leading customers, grasp the market rhythm and continuously enhance the research, development and manufacturing capacity. After decades of industry accumulation, the company has rich industry experience and strong R & D strength, continues to invest in R & D, and has made corresponding achievements in precision mold development, core production technology, new product R & D and process innovation. At the same time, the company has a number of excellent technology R & D teams with strong technical ability, rich industry experience and strong innovation ability in the field of precision manufacturing to ensure that the company can quickly respond to customer needs and design solutions that meet customer needs. Through the implementation of this raised investment project, the company has added touch, keyboard and other module products, which have significant synergy with the downstream market application, production technology and supplier management of existing products. On the one hand, it can realize the company's modular delivery form, enrich the company's product structure and add new profit points for the company; On the other hand, it can improve the production capacity of the company's existing products such as intelligent terminal precision functional parts, further meet the market demand, consolidate the company's industry position and improve the market share of the company's products.
（3） Economic benefit analysis of the project
After the completion of the project, the annual sales revenue is expected to be about 1.544 billion yuan, the net profit is about 78 million yuan, and the after tax investment payback period is 484 years (including the construction period). The project has good economic, environmental and social benefits.
4、 Opinions of independent directors, board of supervisors and independent financial advisers on the change of raised investment projects
(i) Opinions of independent directors
After verification, we believe that the change of some investment projects with raised funds is a prudent decision made by comprehensively considering the actual situation, which is conducive to the overall development of the company. After being deliberated and approved by the board of directors, this change still needs to be submitted to the general meeting of shareholders of the company for deliberation. The decision-making procedures are legal and compliant, there is no damage to the interests of the company and minority shareholders, and it complies with relevant provisions such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, And unanimously agreed to the proposal. （2） Opinions of the board of supervisors
The company's change of some investment projects with raised funds complies with the relevant provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the company's management system for the special storage and use of A-share raised funds, helps to improve the use efficiency of the company's raised funds, is conducive to the long-term development of the company, and does not damage the interests of the company and all shareholders.
（3） Opinions of the sponsor
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 In accordance with the provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other documents, the sponsor shall
