China Merchants Securities Co.Ltd(600999) verification opinions on the extension of Shenzhen Click Technology Co.Ltd(002782) some investment projects with raised funds
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as " China Merchants Securities Co.Ltd(600999) " or "sponsor") as the sponsor of Shenzhen Click Technology Co.Ltd(002782) (hereinafter referred to as "the company") for non-public offering of A-Shares in 2020, According to the measures for the administration of securities issuance and listing recommendation business (revised in 2020), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant provisions have carefully verified the postponement of some investment projects with raised funds. The verification results are as follows: I. Basic information of raised funds
(I) basic information
Approved by the reply on approving Shenzhen Click Technology Co.Ltd(002782) non-public Development Bank shares (zjxk [2020] No. 1202) issued by the China Securities Regulatory Commission, the company issued 42734227 RMB ordinary shares in August 2020 at a non-public price of 11.45 yuan / share, and the total amount of raised funds was 48930689915 yuan. After deducting the issuance expenses of 924218304 yuan, The net amount of funds actually raised is RMB 48006471611. Lixin Accounting firm (special general partnership) verified the availability of the raised funds and issued the capital verification report (xksbz [2020] No. zi10559) on August 21, 2020 to verify and confirm the arrival of the above raised funds.
The company has a special account for the raised funds to ensure that the special funds are used exclusively, and signed the tripartite supervision agreement on raised funds with the sponsor and the raised funds storage bank on September 18, 2020 to use the raised funds in strict accordance with the regulations.
(II) investment plan of raised funds
After deducting the issuance expenses, the funds raised by the company's non-public offering of shares will be invested in the following projects:
Unit: 10000 yuan
No. project name total project investment proposed to use raised funds
1. Construction project of automobile electronic magnetic component production line 33149152818740
2. Construction project of automotive electronics R & D center 644648613950
3 power supply production automation transformation project 798398760379
4. Supplementary working capital project 7 Shenzhen Quanxinhao Co.Ltd(000007) 00000
Total 54579614893069
(III) use of raised funds
At the 10th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors held on November 29, 2021, the company considered and adopted the proposal on adjusting the investment amount of some raised investment projects, terminating some raised investment projects and permanently replenishing the surplus raised funds with working capital, and the independent directors expressed their independent opinions. On the premise of meeting the construction fund demand of "automobile electronic magnetic component production line construction project", the company reduces the investment scale of "automobile electronic magnetic component production line construction project", correspondingly reduces the investment amount of raised funds by 151.58 million yuan, and permanently replenishes the working capital of the company by 151.58 million yuan at one time; In order to improve the use efficiency of the raised funds, the company terminated the "power production automation transformation project" according to the actual business needs, and permanently supplemented the working capital with the surplus raised funds of the project. The company deliberated and approved the above proposal at the fourth extraordinary general meeting of shareholders in 2021 held on December 10, 2021.
As of December 31, 2021, the use of funds raised by the company's non-public offering of A-Shares in 2020 is as follows:
Unit: 10000 yuan
No. project name committed amount of raised funds invested accumulated amount of raised funds invested
1. Construction project of automobile electronic magnetic component production line 1302940457167
2. Construction project of automotive electronics R & D center 613950 453.08
3 power supply production automation transformation project 2029 Shanghai 2345 Network Holding Group Co.Ltd(002195) 34
4. Supplementary working capital project 7 Shenzhen Quanxinhao Co.Ltd(000007) 02164
Total 28197901424173
2、 Specific conditions and reasons for the delay of some investment projects with raised funds
(I) details of the extension of some investment projects with raised funds
In combination with the actual implementation progress of the investment projects with raised funds, the company will not change the implementation subject, purpose and scale of the investment projects with raised funds, It is proposed to postpone the adjustment of the date when the raised funds investment projects "automobile electronic magnetic component production line construction project" and "automobile electronic R & D center construction project" reach the predetermined usable state, as follows:
S / n item name the original plan can reach the scheduled usable status after adjustment date
1. Construction project of automobile electronic magnetic component production line December 31, 2021 June 30, 2023
2 construction project of automotive electronics R & D center December 31, 2021 June 30, 2023
"Automotive electronic magnetic component production line construction project" is mainly aimed at the fast-growing new energy automotive electronics industry. It is an important measure for the company to continuously improve the product structure layout. During the construction period of the project, the company has accumulated rich experience in construction and market expansion, and has achieved certain benefits in 2021. The project still has the necessity and feasibility of construction.
"Automotive electronics R & D center construction project" is an important guarantee for the company to respond to the competitive demand of the new energy vehicle electronic market, strengthen the research of cutting-edge technologies in the market of the industry, and provide necessary technical support for the company's layout of electric vehicle strategy, which is conducive to complying with the rapid development trend of electric vehicle technology, enhancing the company's ability of continuous innovation Improve the testing ability of automotive electronic products. Under the background of continuous improvement of policies in the new energy vehicle industry and rapid growth of market demand in the new energy vehicle electronic industry, the project still has the necessity and feasibility of construction.
(II) reasons for the delay of some investment projects with raised funds
1. Reasons for the delay of "automobile electronic magnetic component production line construction project"
The original planned construction period of the project is 24 months, and it will be ready for use on December 31, 2021. Due to the overall "lack of core" in the new energy vehicle industry in 2021, the delivery of new energy vehicle manufacturers is delayed, and the company's customer orders slow down slightly, but the growth trend of market demand in the new energy vehicle industry will not change. In consideration of the prudence of the investment of the raised funds, in order to ensure the construction effect of the "automobile electronic magnetic component production line construction project", reasonably and effectively allocate resources and better safeguard the rights and interests of all shareholders, the company reasonably arranges the production capacity construction according to the customer's orders. Therefore, the company plans to extend the date when the "automobile electronic magnetic component production line construction project" reaches the scheduled serviceable state from December 31, 2021 to June 30, 2023.
2. Reasons for the delay of "construction project of automobile electronics R & D center"
The original planned construction period of the project is 24 months, and it will be ready for use on December 31, 2021. Considering the overall "core shortage" of the new energy vehicle industry in 2021 and the future industrial technology iteration, in order to continue to maintain the leading edge of the company's R & D, reasonably and effectively allocate resources and better safeguard the rights and interests of all shareholders, The company plans to extend the "construction project of automotive electronics R & D center" to reach the scheduled usable state from December 31, 2021 to June 30, 2023.
3、 Impact of postponement of some investment projects with raised funds on the company
The postponement of some investment projects with raised funds is a prudent decision made by the company according to the market conditions and the progress of project implementation, and there is no change in the project implementation subject, the purpose and investment scale of raised funds, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders, It will not have a substantial impact on the implementation of the investment project with raised funds. The postponement of the investment project with raised funds will not have a significant impact on the current production and operation of the company. 4、 Relevant review procedures and opinions
(I) deliberations of the board of directors
On March 11, 2022, the 12th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on the extension of some investment projects with raised funds, and agreed that under the condition that the implementation subject, purpose and scale of the investment projects with raised funds are not changed, The "automobile electronic magnetic component production line construction project" and "automobile electronic R & D center construction project" will be postponed, and the date when the project reaches the scheduled serviceable state will be adjusted from December 31, 2021 to June 30, 2023.
(II) opinions of independent directors
The independent directors of the company believe that the postponement of some of the company's investment projects with raised funds is a prudent decision made according to the actual progress of the project, does not involve the change of the content, implementation subject and investment scale of the investment projects with raised funds, and there is no change or disguised change of the purpose of raised funds and damage to the interests of shareholders. The company has fulfilled the necessary approval procedures for the extension of some investment projects with raised funds this time, Comply with the relevant provisions of laws, regulations and normative documents such as 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), stock listing rules of Shenzhen Stock Exchange (revised in 2022), guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board. Therefore, we agree to the postponement of some of the company's investment projects with raised funds.
(III) opinions of the board of supervisors
The company held the 11th meeting of the 4th board of supervisors on March 11, 2022, and deliberated and passed the proposal on the extension of some investment projects with raised funds. The board of supervisors held that the extension of some investment projects with raised funds is a prudent decision made according to the actual construction situation of the project, There is no change in the purpose of the raised funds or damage to the interests of the shareholders of the company. At the same time, the necessary decision-making procedures have been performed for the extension of some of the investment projects of the raised funds, which is in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the use of the raised funds of listed companies. Therefore, it is agreed to postpone the "automobile electronic magnetic component production line construction project" and "automobile electronic R & D center construction project", and the date when the project reaches the scheduled serviceable state is adjusted from December 31, 2021 to June 30, 2023.
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the extension of some of the company's investment projects with raised funds has been deliberated and approved by the board of directors and the board of supervisors, and the independent directors have expressed their independent opinions with explicit consent and fulfilled the corresponding deliberation procedures; The postponement of some of the company's investment projects with raised funds complies with relevant provisions such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the guidelines for supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022). The company's postponement of some investment projects with raised funds this time is a prudent decision made according to the actual progress of the project, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of the company and shareholders. The recommendation institution has no objection to the extension of some of the company's investment projects with raised funds.
(there is no text on this page, which is the signature page of China Merchants Securities Co.Ltd(600999) verification opinions on the extension of Shenzhen Click Technology Co.Ltd(002782) some raised funds investment projects) sponsor representative:
Chen Peng, Cai Xiaodan
China Merchants Securities Co.Ltd(600999) March 11, 2022
