Guosheng Securities Co., Ltd
About Shenzhen Fluence Technology Plc(300647)
Special verification opinions on the deposit and use of raised funds in 2021
Guosheng Securities Co., Ltd. (hereinafter referred to as "Guosheng securities" or "recommendation institution") as the recommendation institution of Shenzhen Fluence Technology Plc(300647) (hereinafter referred to as " Shenzhen Fluence Technology Plc(300647) " or "company") to issue shares to specific objects, in accordance with the administrative measures for recommendation business of securities issuance and listing, the Listing Rules of gem shares of Shenzhen Stock Exchange In accordance with the requirements of relevant laws, regulations and normative documents, such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the deposit and use of raised funds in Shenzhen Fluence Technology Plc(300647) 2021 were verified. The details are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
According to the reply of China Securities Regulatory Commission on Approving the registration of Shenzhen Fluence Technology Plc(300647) issuing shares to specific objects (zjxk [2020] No. 2570), the registration application of the company for issuing shares to specific objects to raise funds is approved. The company issued 73816143 RMB ordinary shares (A shares) to specific objects, with a par value of 1.00 yuan per share and an issue price of 7.18 yuan per share. The total amount of funds raised was 5299990674 yuan. After deducting the relevant issuance expenses (excluding tax) of 575471697 yuan, the net amount of funds raised was 52424518977 yuan. The raised funds have been transferred to the designated account of the company on April 16, 2021. The above funds have been verified in the capital verification report (zhyz (2021) No. 1100013) issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership).
(II) use and balance of raised funds
As of December 31, 2021, the amount and current use balance of the company's raised funds are as follows:
Project amount (yuan) remarks
The total amount of raised funds is 5299990674
Less: issuing expenses 575471697
Net proceeds 52424518977
Less: 21789917500 of accumulated raised funds used in 2021
Self raised Replacement Fund: 9700439
19130173600 of raised funds used in 2021
Plus: net amount of accumulated interest income after deducting bank service charges 428727697
As of December 31, 2021, the balance of raised funds was 31063329174
Including: the balance of the special account for deposit of raised funds is 6063329174
Purchase of structured deposits with outstanding balance of 25000000000
2、 Deposit and management of raised funds
(I) management of raised funds
In order to standardize the use and management of raised funds, improve the use efficiency of funds and protect the interests of investors, according to the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies The company has formulated the measures for the management of raised funds in accordance with the provisions of laws, regulations, normative documents and the articles of association, such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, and in combination with the actual situation of the company, which regulates the storage, use, change, hierarchical approval authority, decision-making procedures and information disclosure procedures of the company's special account for raised funds Supervision and accountability are clearly stipulated.
On April 22, 2021, the company signed the tripartite supervision agreement on raised funds with Industrial And Commercial Bank Of China Limited(601398) Shenzhen Longgang sub branch (hereinafter referred to as Industrial And Commercial Bank Of China Limited(601398) ) and the sponsor Guosheng Securities Co., Ltd. (hereinafter referred to as Guosheng securities), which defined the rights and obligations of all parties. There is no significant difference between the agreement and the tripartite supervision agreement for raised funds (model) of Shenzhen Stock Exchange. All parties to the agreement have performed relevant responsibilities in accordance with the provisions of the tripartite supervision agreement.
As of December 31, 2021, the company has deposited and used the raised funds in strict accordance with the provisions of the measures for the management of raised funds and the tripartite supervision agreement on raised funds.
(II) storage of special account for raised funds
Approved by the first meeting of the third board of directors, the company has opened two special accounts for raising funds in Industrial And Commercial Bank Of China Limited(601398) Industrial And Commercial Bank Of China Limited(601398) ; Meanwhile, the company disclosed the announcement on opening a special settlement account for cash management of raised funds (Announcement No.: 2021094), and the company opened a special settlement account for cash management of raised funds in Ping An Bank Co.Ltd(000001) city. As of December 31, 2021, the deposit of the company's special account for raised funds is as follows:
Remarks on account number balance of opening bank of project implementation subject
China Industrial And Commercial Bank Of China Limited(601398)
Shenzhen Shenzhen Fluence Technology Plc(300647) Technology Co., Ltd. 40001098191003206686050524713 5g cooling Industrial Technology Co., Ltd. park construction project Shenzhen Longgang sub branch
Shenzhen Shenzhen Fluence Technology Plc(300647) Branch China Industrial And Commercial Bank Of China Limited(601398) supplementary Working Capital Co., Ltd. 400010981910032054412721128 gold project (interest of Yuji Co., Ltd. Shenzhen Longgang sub branch)
Shenzhen Shenzhen Fluence Technology Plc(300647) Branch China Industrial And Commercial Bank Of China Limited(601398)
Co., Ltd. / 20000000000 structured deposit Technology Co., Ltd. Shenzhen Longgang sub branch
Shenzhen Shenzhen Fluence Technology Plc(300647) section Ping An Bank Co.Ltd(000001) Shenzhen 5000000000
Technology Co., Ltd. central city sub branch / structured deposit
Shenzhen Shenzhen Fluence Technology Plc(300647) section Ping An Bank Co.Ltd(000001) Shenzhen 15000107551273833.33 balance interest Technology Co., Ltd. central city sub branch
3、 Actual use of raised funds during the reporting period
(I) use of raised funds
The actual use of the company's raised funds in 2021 is shown in the attached table: comparison table of the use of raised funds.
(II) changes in the place and mode of implementation of the project invested with raised funds
As of December 31, 2021, the implementation place and mode of the company's investment projects with raised funds have not changed.
(III) advance investment and replacement of investment projects with raised funds
On May 12, 2021, the seventh meeting of the third board of directors and the seventh meeting of the third board of supervisors held by the company deliberated and adopted the proposal on using raised funds to replace self raised funds invested in advance and paid issuance expenses, and agreed to use raised funds to replace self raised funds invested in advance and paid issuance expenses of RMB 28.031 million. The independent directors of the company issued the independent opinions agreed, the sponsor issued the verification opinions, and Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued the assurance report on Shenzhen Fluence Technology Plc(300647) using the raised funds to replace the self raised funds for the pre invested projects and issuance expenses (Zhonghuan zhuanzi (2021) No. 1100105).
(IV) temporary replenishment of working capital with idle raised funds
During the reporting period, there was no idle raised funds to temporarily supplement working capital.
(V) use of surplus raised funds
During the reporting period, there was no use of surplus raised funds.
(VI) use of over raised funds
The company has no use of over raised funds.
(VII) purpose and destination of unused raised funds
1. On November 24, 2021, the company purchased Ping An Bank Co.Ltd(000001) corporate structured deposits with the temporarily idle raised funds of 50 million yuan, with the term expiring on January 24, 2022; As of the end of the reporting period, the structured deposit had not been recovered due.
2. On December 2, 2021, the company purchased Industrial And Commercial Bank Of China Limited(601398) structured deposits in China with the temporarily idle raised funds of 100 million yuan, with the term expiring on March 7, 2022; As of the end of the reporting period, the structured deposit had not been recovered due.
3. On December 21, 2021, the company purchased Industrial And Commercial Bank Of China Limited(601398) structured deposits in China with the temporarily idle raised funds of 100 million yuan, with the term expiring on February 7, 2022; As of the end of the reporting period, the structured deposit had not been recovered due.
4. Other remaining raised funds and interests shall be deposited in the company's special account for raised funds and the special settlement account for cash management of raised funds.
(VIII) other information about the use of raised funds
1. On May 12, 2021, the seventh meeting of the third board of directors and the seventh meeting of the third board of supervisors held by the company deliberated and approved the proposal on using temporarily idle raised funds for cash management, and agreed that the company would use temporarily idle raised funds of no more than RMB 250 million (including this amount) for cash management on the premise of ensuring the normal implementation of the use plan of raised funds. The above quota is valid for 12 months from the date of adoption by the board of directors of the company. During the validity period of the above quota and resolution, the funds can be used on a rolling basis. The independent directors of the company gave their independent opinions, and the recommendation institution gave its verification opinions.
2. On May 12, 2021, the seventh meeting of the third board of directors and the seventh meeting of the third board of supervisors held by the company deliberated and approved the proposal on adjusting the amount of funds to be invested in the investment projects with raised funds. Since the net amount of funds actually raised by the company's issuance of shares to specific objects is less than the funds to be invested, in order to improve the use efficiency of raised funds and ensure the smooth development of the investment projects with raised funds, According to the actual situation, the company adjusted the investment amount of the raised investment project from the original plan of 600 million yuan to 5242452 million yuan. The independent directors of the company gave their independent opinions, and the recommendation institution gave its verification opinions.
4、 Change the use of funds of raised investment projects
As of December 31, 2021, the company has not changed the use of funds for raised investment projects.
5、 Problems in the use and disclosure of raised funds
The company used the raised funds in accordance with the provisions and requirements of relevant laws, regulations and normative documents, and disclosed the use of the raised funds in a timely, true, accurate and complete manner. There were no violations in the use and management of the raised funds.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the use and deposit of the raised funds in Shenzhen Fluence Technology Plc(300647) 2021 comply with the requirements of relevant laws and regulations, such as the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange listed companies' self regulatory guidelines No. 2 - standardized operation of GEM listed companies, and the raised funds have been stored and used in a special account, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders.
Attached table: comparison table of use of raised funds
Attached table:
Comparison table of use of raised funds
Unit: RMB 10000
The total amount of raised funds is 5242452, and the total amount of raised funds invested in the reporting period is 2178992
Total amount of raised funds with changed purposes during the reporting period-
Total raised funds with accumulative change of purpose - the proportion of total raised funds with accumulative change of purpose 2178992
