Zte Corporation(000063) raised funds deposit and use assurance report December 31, 2021
catalogue
Page 1. Verification report on the deposit and use of raised funds 1-2. Special report on the deposit and use of Zte Corporation(000063) raised funds 3-9
Special report on the deposit and use of raised funds
1、 Basic information of raised funds
1. Actual amount of raised funds and receipt of funds
Approved by the reply on approving Zte Corporation(000063) non-public Development Bank shares (zjxk [2019] No. 1904 document) of the China Securities Regulatory Commission, the company issued 381098968 RMB ordinary shares (A shares) in a non-public manner at an issue price of 30.21 yuan / share, and the total amount of raised funds was 1151299982328 yuan, After deducting the underwriting fee and recommendation fee of RMB 5000000000 and other issuance expenses of RMB 358109897, the net amount of funds actually raised by the company in this non-public offering is RMB 1145941872431. The above raised funds have been received on January 14, 2020, verified by Ernst & Young Huaming Certified Public Accountants (special general partnership) and issued Zte Corporation(000063) capital verification report (Ernst & Young Huaming (2020) Yan Zi No. 60438556h02).
2. Use of raised funds
As of December 31, 2021, the company has invested a total of RMB 11324294600 in fund-raising projects. At the same time, the company will close the fund-raising projects and permanently supplement the working capital with the surplus fund-raising funds of RMB 138160600:
(1) The cumulative investment of technology research and product development projects for 5g network evolution is 7424294600 yuan:
① The company invested 49724515 million yuan of raised funds in advance with self raised funds before December 31, 2019, and replaced it with raised funds in February 2020;
② The investment of the company’s fund-raising investment projects and the description of “collecting, accounting and then transferring the raised funds”: the “technology research and product development project for 5g network evolution” in the fund-raising investment projects of the company’s non-public offering is mainly the capitalization of relevant R & D expenses and the purchase of R & D equipment and software for technology research and product development projects for 5g network evolution. Among them, the capitalization of R & D expenses includes R & D labor costs, R & D materials consumed in the R & D process, etc. the above expenses are difficult to be paid directly in the raised capital account in advance. The relevant amount can be determined only after the review of project capitalization conditions and the correct collection and accounting of relevant capitalized project expenses; For the purchase of R & D equipment and software, based on factors such as supply chain efficiency, the company usually adopts the mode of centralized and unified procurement for similar equipment or software, and then divides the specific uses of the equipment / software according to the requisition of each department, so as to distinguish and confirm the expenses belonging to the investment projects with raised funds. The company regularly employs an accounting firm to verify the above-mentioned investment projects invested with raised funds, which is reviewed and approved by the board of directors and the board of supervisors. After the independent non-executive directors and the board of supervisors express their explicit consent, and the sponsor gives its verification opinions, The company can transfer the raised funds according to the self raised funds of the company’s investment projects with raised funds verified by the accounting firm.
According to the above principle of “collecting, accounting and then transferring the raised funds”, the company invested RMB 1356881900 in the investment projects with self raised funds from January 1 to June 30, 2020, and transferred the raised funds in July 2020; From July 1 to December 31, 2020, RMB 1094961200 yuan was invested in the investment projects with raised funds with self raised funds, and the raised funds were transferred in January 2021.
(2) The supplementary working capital project is RMB 3900 million.
(3) The amount of surplus raised funds used to permanently supplement working capital is 138160600 yuan.
3. Balance of raised funds
As of December 31, 2021, all the raised funds have been used up and the special account for raised funds has been cancelled.
Unit: RMB 10000
Project amount
Net proceeds 114594187
Plus: accumulated interest income net of handling charges 303.65
Less: net amount replaced and transferred in the reporting period
(technology research and product development project for 5g network evolution) 10949612
Amount of supplementary working capital in the reporting period
(surplus raised funds permanently supplement working capital note) 1381606
Net amount replaced and transferred in previous years
(technology research and product development project for 5g network evolution) 63293334
Amount used in previous years
(supplementary working capital project) 39000000
The balance of raised funds at the end of the reporting period is 0.00
Note: on January 29, 2021, the company held the 31st meeting of the 8th board of directors, deliberated and approved the proposal on closing the project of raising and investing in non-public Development Bank A shares and permanently replenishing the surplus raised funds with working capital, and agreed that the company would close the project of raising and investing in non-public issuance of A-Shares and permanently replenish the surplus raised funds with working capital of RMB 138 million.
The company cancelled the special account for raised funds in February 2021. At the time of cancellation, the actual surplus raised funds were 138160600 yuan, and all the surplus raised funds were used to permanently supplement working capital. 2、 Deposit and management of raised funds
In order to regulate the management and use of the raised funds and protect the rights and interests of investors, the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the provisions on the report on the use of the previously raised funds, and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies The management system of Zte Corporation(000063) raised funds (January 2018) (hereinafter referred to as the “management system”) has been formulated in combination with the actual situation of the company, such laws, regulations, normative documents as the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange (revised in 2015) and the relevant provisions of the articles of association.
According to the regulations on the protection and management of the raised funds of listed companies (No. 2) of China Securities Regulatory Commission in 2015, and the relevant regulations on the management of the operation of listed companies, such as the guidelines on the protection of the raised funds of listed companies (No. 2) of Shenzhen Stock Exchange, Combined with the actual needs of the company’s use and management of the raised funds, on February 3, 2020, the implementation subject of the raised funds investment project Zte Corporation(000063) and its wholly-owned subsidiaries Nanjing ZTE Software Co., Ltd., Nanjing ZTE new software Co., Ltd., ZTE Optoelectronics Technology Co., Ltd., Shanghai ZTE Software Co., Ltd., Shenzhen ZTE Software Co., Ltd Xi’an ZTE new software Co., Ltd. (hereinafter referred to as “each entity”) and the sponsor China Securities Co.Ltd(601066) , And various regulatory banks (China Development Bank Shenzhen Branch, Bank Of China Limited(601988) Shenzhen Branch, China Construction Bank Corporation(601939) Shenzhen OCT sub branch, Guangdong Development Bank Co., Ltd. Shenzhen Branch, Bank Of China Limited(601988) Shenzhen Branch, Export Import Bank of China Shenzhen Branch, Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Branch and China Citic Bank Corporation Limited(601998) Shenzhen Branch) signed the tripartite supervision agreement for raised funds respectively, There is no significant difference between the above regulatory agreement and the model tripartite regulatory agreement of Shenzhen Stock Exchange. As of the end of the reporting period, all parties to the agreement have performed relevant responsibilities in strict accordance with the tripartite supervision agreement on raised funds.
As of December 31, 2021, the storage of the company’s raised funds is listed as follows:
Unit: RMB 10000
S / N account name deposit bank name account No. account as of December 2021 remarks
Category: balance as of December 31
1 Zte Corporation(000063) shares China Development Bank 443015 Ningxia Building Materials Group Co.Ltd(600449) 87370000 current account-
Co., Ltd. Shenzhen Branch
2 Zte Corporation(000063) shares Bank Of China Limited(601988) 775773206900 current-
Shenzhen Zhongxing sub branch Co., Ltd
3 Nanjing ZTE software China China Construction Bank Corporation(601939) 442501 Shenzhen Quanxinhao Co.Ltd(000007) China Vanke Co.Ltd(000002) 769 current account-
Limited liability company Shenzhen Overseas Chinese town sub branch
4 Nanjing ZTE new software Guangdong Development Bank 955088217781100184 current account-
Limited liability company Shenzhen Huafu sub branch has been fully established
ZTE optoelectronics Bank Of China Limited(601988) cancellation
5 Technology Co., Ltd. Shenzhen Zhongxing sub branch 770573234839 current account-
6 Shanghai ZTE Software Export Import Bank of China 202 Ping An Bank Co.Ltd(000001) 0 China Vanke Co.Ltd(000002) 29877 current account-
Limited liability company Shenzhen Branch
7 Shenzhen ZTE software Shanghai Pudong Development Bank 792200788017 Csg Holding Co.Ltd(000012) 07 current account-
Shenzhen Wenjin sub branch of Bank of limited liability company
8 Xi’an ZTE new software China Citic Bank Corporation Limited(601998) Shenzhen luo8110 Shenzhen Lihexing Co.Ltd(301013) 200506260 current account-
Limited liability company hugang sub branch
Total-
The company has cancelled the above special account for raised funds in February 2021. At the time of cancellation, the actual surplus raised funds were 138160600 yuan, and all the surplus raised funds were used to permanently supplement working capital.
3、 Use of raised funds in 2021
See the attached table comparison table of the use of raised funds for details. 4、 Change the use of funds for investment projects with raised funds
The company does not change the raised investment project or transfer or replace the raised investment project. 5、 Problems in the use and disclosure of raised funds
During the reporting period, the company has timely, truly, accurately and completely disclosed relevant information, and the used raised funds have been invested in the promised investment projects of raised funds, and there is no illegal use of raised funds. 6、 Main verification work and verification opinions of the recommendation institution
The sponsor checked the deposit and use of the company’s raised funds and the implementation of the investment projects with the raised funds through data review, communication and other means.
Upon verification, China Securities Co.Ltd(601066) Securities believes that: Zte Corporation(000063) strictly implemented the special account storage system for raised funds, effectively implemented the supervision agreement, and the raised funds are not occupied by the controlling shareholders and actual controllers Zte Corporation(000063) the special report of Zte Corporation(000063) on the deposit and use of raised funds in 2012 prepared by the board of directors complies with the provisions of self discipline supervision guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and relevant format guidelines, and truthfully reflects the deposit and use of raised funds of the company in 2021 in all major aspects. The recommendation institution has no objection to the deposit and use of the company’s raised funds in 2021.
Annex 1: comparison table of use of raised funds
Zte Corporation(000063) board of directors
