Shenzhen Clou Electronics Co.Ltd(002121)
Verification report on the use of previously raised funds
Dahuhezi [2021] No. 0013238
Dahua Certified Public Accountants (special general partnership)
DaHuaCertifiedPublicAccountants（SpecialGeneralPartnership）
Shenzhen Clou Electronics Co.Ltd(002121)
Verification report on the use of previously raised funds
(as of September 30, 2021)
Table of contents page 1. Verification report on the use of previously raised funds 1-2 II. Shenzhen Clou Electronics Co.Ltd(002121) special report on the use of previously raised funds 1-6
Verification report on the use of previously raised funds
Dahuhezi [2021] No. 0013238 Shenzhen Clou Electronics Co.Ltd(002121) all shareholders:
We have reviewed the special report on the use of previously raised funds prepared by the attached Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as Shenzhen Clou Electronics Co.Ltd(002121) ) as of September 30, 2021.
1、 Responsibilities of the board of directors
Shenzhen Clou Electronics Co.Ltd(002121) the responsibility of the board of directors is to prepare the special report on the use of previously raised funds in accordance with the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of China Securities Regulatory Commission, and ensure that its content is true, accurate and complete without false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to give assurance opinions on Shenzhen Clou Electronics Co.Ltd(002121) special report on the use of previously raised funds based on the implementation of assurance work. 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 that there is no material misstatement in the special report on the use of Shenzhen Clou Electronics Co.Ltd(002121) previously raised funds.
In the assurance process, we have implemented procedures including understanding, inquiry, inspection, recalculation and other procedures that we deem necessary. We believe that our assurance work provides a reasonable basis for expressing opinions.
Dahuhezi [2021] 0013238 verification report on the use of the previously raised funds
3、 Assurance conclusion
We believe that the special report on the use of previously raised funds prepared by the board of directors of Shenzhen Clou Electronics Co.Ltd(002121) complies with the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of China Securities Regulatory Commission, and fairly reflects the use of previously raised funds by Shenzhen Clou Electronics Co.Ltd(002121) as of September 30, 2021 in all major aspects.
4、 Restrictions on the users and purposes of the report
It should be noted that this assurance report is only for the purpose of Shenzhen Clou Electronics Co.Ltd(002121) applying for securities issuance and shall not be used for any other purpose. We agree to take this assurance report as a necessary content of Shenzhen Clou Electronics Co.Ltd(002121) securities issuance application documents and report it together with other application materials. Dahua Certified Public Accountants (special general partnership) Chinese certified public accountant:
(project partner) Zhang Chaocheng, Beijing, China Certified Public Accountant:
Zheng Han December 28, 2001
Shenzhen Clou Electronics Co.Ltd(002121)
Special report on the use of previously raised funds
According to the provisions on the report on the use of the previously raised funds (zjfz [2007] No. 500) of the China Securities Regulatory Commission, Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as the “company”) will report the use of the previously raised funds as of September 30, 2021 as follows:
1、 Basic information of the previously raised funds
With the approval of China Securities Regulatory Commission on approving Shenzhen Clou Electronics Co.Ltd(002121) non-public offering of shares (zjxk [2016] No. 3229) and the consent of Shenzhen Stock Exchange, the company’s lead underwriter China Industrial Securities Co.Ltd(601377) issues RMB common shares to specific investors by means of non-public offering of shares (A shares) no more than 223118216.00 shares. The issue price is RMB 8.52 per share. As of March 9, 2017, the company has actually issued RMB ordinary shares to specific investors (A shares) 213099435.00 shares, and the total amount of raised funds is 1815607200.00 yuan. After deducting underwriting fees, recommendation fees and other issuance expenses, the net amount of raised funds is 1804152081.78 yuan. Since value-added tax is a non price tax, the input tax of value-added tax of 648402.91 yuan can be deducted, and the recorded amount of raised funds of the company should be 1804800484.69 yuan.
As of March 9, 2017, all the funds raised by the above issuance of the company have been in place, which has been verified and confirmed by the capital verification report “Dahua Yan Zi [2017] No. 000148” issued by Dahua Certified Public Accountants (special general partnership).
As of September 30, 2021, the company has invested 377235153.20 yuan in non-public offering fund-raising projects, the amount of raised funds used in 2017 was 229915170.70 yuan, the amount of raised funds used in 2018 was 176082988.57 yuan, and the amount of raised funds used in 2019 was 936993.93 yuan. Due to the cancellation of the contract in 2019, Return the prepaid battery purchase payment of 29700000.00 yuan in 2018. The company terminated the implementation of some raised investment projects and permanently supplemented the remaining raised funds with working capital by 1434976629.51 yuan, of which, in 2018, the company terminated the implementation of some raised investment projects and permanently supplemented the remaining raised funds with working capital by 332572446.42 yuan, In 2019, the implementation of some raised investment projects was terminated and the remaining raised funds were permanently supplemented with working capital of RMB 1102404183.09. As of September 30, 2021, the raised funds have been used up. The accumulated interest generated in the current deposit account of raised funds is RMB 7411298.02.
In accordance with the measures for the administration of securities issuance of listed companies, the company has opened a special account for the storage of raised funds in the following banks. As of September 30, 2021, the storage of raised funds is listed as follows:
Monetary unit: RMB
Bank name account number initial deposit amount closing date balance storage method
China Zheshang Bank Co.Ltd(601916) Shenzhen 58400000010120100338781280014400.00 —- branch
Bank name account number initial deposit amount closing date balance storage method
Bank Of Shanghai Co.Ltd(601229) Shenzhen 0039031803003600229 —— Fulian sub branch
China Construction Bank Corporation(601939) 44250100000050000683459274400.00 —- Shenzhen Nanshan sub branch
China Construction Bank Corporation(601939) 44250100000050000907 —— Shenzhen Nanshan sub branch
China Zheshang Bank Co.Ltd(601916) Shenzhen 58400000100100338519697312000.00 —- branch
Bank Of Shanghai Co.Ltd(601229) Shenzhen 0039293403003593947 —— Science Park sub branch
China Zheshang Bank Co.Ltd(601916) Shenzhen 58400000100100347118368199684.69 —- branch
Total — 1804800484.69—-
Note: as of September 30, 2021, the above account has been closed.
2、 Actual use of previously raised funds
(i) Use of previously raised funds
See attached table 1.
（2） Changes in the actual investment projects of the previously raised funds
1. From 2015 to 2017, the national development and Reform Commission lowered the on grid price three times. In the future, the on grid price of photovoltaic power generation is tentatively adjusted once a year, and there is still a risk of further decline. The actual feed in price of “110MW ground photovoltaic power generation project” in the future will be lower than the expected feed in price when the project is planned to invest, and the investment income may not meet the expectation. In order to further realize the strategic focus and highlight the main business, the company plans to terminate the implementation of the “110MW ground photovoltaic power generation project” after fully considering the policies, supporting grid connection conditions and power consumption of the construction site of the photovoltaic power station project, permanently supplement the working capital with the remaining raised funds of the project, and invest the limited resources in energy storage, batteries and other core businesses, Further optimize the asset structure and resource allocation, enhance the profitability of the company and maximize the interests of the company and shareholders.
On May 9, 2018, the 42nd (Interim) meeting of the sixth board of directors of the company considered and approved the proposal on terminating the implementation of some raised investment projects and permanently replenishing the remaining raised funds with working capital, agreed that the company would terminate the implementation of the non-public raised investment project “110MW ground photovoltaic power generation project”, and the remaining raised funds of the project would be 331528425.70 yuan (including interest income, the specific amount shall be subject to the fund balance in the special account of the project at the time of actual carry forward) permanently replenish working capital. The proposal was deliberated and adopted at the fifth extraordinary general meeting of shareholders in 2018 on May 25, 2018.
2. For the “industrialization project of smart energy energy storage, microgrid and active distribution network”, considering that the company has basically completed the construction of the main content of the fund-raising investment project, which can meet the business needs of local energy storage business, and the rapid development of ACG frequency modulation business in thermal power field in recent years, the company has a large demand for funds, in order to better grasp the industry direction, To develop energy storage business, the company plans to terminate the “industrialization project of smart energy storage, microgrid and active distribution network” and permanently supplement the remaining raised funds of the project with working capital.
For the “new energy vehicle and charging network construction and operation project”, due to the slow availability of raised funds, the parent company has invested in advance with its own funds in order to seize the market opportunity and layout the new energy vehicle operation and charging station operation business in advance, After the raised funds are in place, Nanchang Kelu Smart Grid Technology Co., Ltd., a wholly-owned subsidiary of the company, will further invest in the project. In view of the fact that the relevant platforms, new energy vehicles and relevant equipment in the charging station can basically meet the operation needs, and the company’s liquidity is tight, the company plans to terminate the “new energy vehicle and charging network construction and operation project”, and permanently replenish the working capital with the remaining raised funds of the project, so as to alleviate the capital cost pressure caused by the company’s large investment in the early stage, Improve the business performance of new energy business.
In recent years, with the delay in the issuance of national new energy power generation subsidies, the reduction of subsidies themselves, and the widespread phenomenon of abandoning light and wind, the new energy power generation industry is facing the dilemma of overcapacity. With the gradual stripping of the company’s photovoltaic projects, in order to make rational use of the raised funds and ensure the expected income, the company plans to terminate the “smart energy system platform project” aimed at building a supporting system to serve the company’s new energy power generation projects, and use the remaining raised funds to supplement working capital, alleviate the company’s capital pressure and ensure the steady development of the company’s smart grid and other core businesses.
On June 12, 2019, the sixth (Interim) meeting of the seventh board of directors of the company considered and approved the proposal on terminating some investment projects with raised funds and permanently replenishing the remaining raised funds with working capital, and agreed to terminate the “industrialization project of smart energy storage, microgrid and active distribution network” and “construction and operation project of new energy vehicles and charging network” “Smart energy system platform project” includes three raised investment projects, and the remaining raised funds of the above raised funds are invested in the project, totaling 1072559832.64 yuan (including interest income, and the specific amount is based on the actual carry forward
