China Securities Co.Ltd(601066)
About Shenzhen Topband Co.Ltd(002139)
Special verification report on the deposit and use of raised funds in 2021
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” and “sponsor”) as the sponsor of Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as ” Shenzhen Topband Co.Ltd(002139) ” and “company”) non-public offering of shares in 2021, in accordance with the measures for the administration of securities issuance and listing sponsor business, the stock listing rules of Shenzhen Stock Exchange and the self discipline supervision guidance No. 13 of listed companies of Shenzhen Stock Exchange – sponsor business and other relevant provisions, China Securities Co.Ltd(601066) and its designated sponsor representatives Xu Chao and Zhu Mingqiang have carefully verified the deposit and use of the raised funds in Shenzhen Topband Co.Ltd(002139) 2021. The verification results and opinions are as follows:
1、 Verification of recommendation institutions
China Securities Co.Ltd(601066) reviewed the special report of the board of directors on the annual deposit and use of raised funds and the assurance report on the deposit and use of raised funds issued by Tianzhi International Certified Public Accountants (special general partnership); View the fund use Sub Ledger of the raising account; Inspected the production and construction sites of the investment projects with raised funds on the spot, and went to the opening bank of the special account for raised funds to check the statement; And interviewed the company’s chief financial officer, Secretary of the board of directors and other personnel to verify the use of raised funds and project construction.
2、 Basic information of raised funds
1. Actual amount of funds raised and time of funds in place
(1) Funds raised through public issuance of convertible corporate bonds in 2019
Approved by the reply on approving Shenzhen Topband Co.Ltd(002139) public issuance of convertible corporate bonds (zjxk [2018] No. 1842) of China Securities Regulatory Commission, the company publicly issued 5.73 million convertible corporate bonds on March 7, 2019, with a face value of 100 yuan for each bond and a total raised capital of 573000000 yuan, deducting all issuance expenses of 756349058 yuan, The net amount of raised funds is 56543650942 yuan.
All the raised funds were in place on March 13, 2019. Ruihua Certified Public Accountants (special general partnership) verified their availability and issued the capital verification report “Ruihua Yan Zi [2019] No. 48270001”.
(2) Funds raised by non-public offering of shares in 2021
With the approval of the reply on the approval of Shenzhen Topband Co.Ltd(002139) non-public Development Bank shares (zjxk [2020] No. 1865) issued by the China Securities Regulatory Commission, the company issued 92105263 RMB ordinary shares to specific objects, with a par value of 1 yuan per share, an issue price of 11.40 yuan per share and a total raised capital of 10499999820 yuan, After deducting the expenses related to the issuance of RMB 1315292949 (excluding tax), the net amount of the actually available raised funds is RMB 103684706871.
The raised funds have been transferred to the special account for raised funds of the company on May 10, 2021. Tianzhi International Certified Public Accountants (special general partnership) verified the availability of funds raised by the company’s non-public offering of shares, and issued the capital verification report of “Tian Ye Ye Zi [2021] No. 29460”.
2. Amount and balance of raised funds in 2021
(1) Use of funds raised by public issuance of convertible bonds in 2019
As of December 31, 2021, the company has invested 388.05 million yuan in fund-raising projects. Among them, 3617702 million yuan was directly invested in the project of raising funds, and 26234800 yuan was returned before the raised funds were in place. In 2021, the idle raised funds of 150 million yuan have been used to temporarily supplement the working capital; As of December 31, 2021, the balance of the raised funds account was 339766 million yuan (including interest income). (2) Use of funds raised by non-public offering of shares in 2021
As of December 31, 2021, the company has invested 345398700 yuan in fund-raising projects. Among them, 300 million yuan was directly invested in the projects with raised funds, and 453987 million yuan was returned before the raised funds were in place. In 2021, 690 million yuan of idle raised funds have been used to temporarily supplement working capital; As of December 31, 2021, the balance of the raised funds account was 1336400 yuan (including interest income).
3、 Deposit and management of raised funds
(I) management of raised funds
In order to regulate the management and use of raised funds and protect the rights and interests of investors, the company has formulated the measures for the management of raised funds (hereinafter referred to as the “measures”) in accordance with the provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association of the company, The management measures were reviewed and adopted at the second meeting of the second board of directors of the company in 2007, revised in May 2014 and March 2019 on July 10, 2007, and at the fourth (Interim) meeting of the Fourth Board of directors and the eleventh meeting of the sixth board of directors of the company in 2014. The management measures clearly stipulates the storage, use, investment direction change, management and supervision of the special account for raised funds.
(II) tripartite supervision agreement of raised funds
1. Use of funds raised by public issuance of convertible bonds in 2019
After the funds raised by the company’s public issuance of convertible corporate bonds were in place in 2019, the company, Ningbo Tuobang Intelligent Control Co., Ltd., Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Branch and China Securities Co.Ltd(601066) Shenzhen Branch signed the tripartite supervision agreement on raised funds, and China Securities Co.Ltd(601066) served as the sponsor and continuous supervision organization of the company’s public issuance of convertible corporate bonds, The continuous supervision period is the remaining time of the year when the convertible corporate bonds are listed and the next full fiscal year.
2. Funds raised by non-public offering of shares in 2021
After the funds raised by the company’s non-public offering of shares were in place in 2021, the company, Huizhou Tuobang Electric Technology Co., Ltd. and Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Qianhai branch, Bank Of China Limited(601988) Shenzhen Shiyan sub branch, China Securities Co.Ltd(601066) signed the tripartite supervision agreement on raising funds, and China Securities Co.Ltd(601066) served as the sponsor and continuous supervision organization of the company’s non-public offering of shares, The continuous supervision period is the remaining time of the year when the company’s non-public offering of shares is listed and the next complete accounting year.
(III) storage of raised funds in special account
As of December 31, 2021, the above bank accounts are as follows:
No. account balance of deposit bank (yuan)
1 Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Qianhai branch 793500788801 Shenzhen Huakong Seg Co.Ltd(000068) 920047.30
2 Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Qianhai branch 7935007888016 Shenzhen Zhenye(Group)Co.Ltd(000006) 903395654138
Shenzhen Qianhai branch
4 Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Qianhai branch 7935007880110 Shenzhen Zowee Technology.Co.Ltd(002369) 411.95
5 Bank Of China Limited(601988) Shenzhen Longhua sub branch 76407480009242184.48
Total 3531297198
Note: the account of Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Qianhai branch with account No. 793500788801 Shenzhen Huakong Seg Co.Ltd(000068) 9 is the supervision account of raised funds established by Shenzhen Topband Co.Ltd(002139) the implementation subject of “Tuobang East China operation center”. The account of Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Qianhai branch with account No. 7935007888016 Shenzhen Zhenye(Group)Co.Ltd(000006) 90 is the supervision account of raised funds established by Ningbo Tuobang Intelligent Control Co., Ltd., a wholly-owned subsidiary of the company, the implementation subject of “Tuobang East China operation center”. The account of Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Qianhai branch with account No. 7935007888010 Hubei Guochuang Hi-Tech Material Co.Ltd(002377) is the supervision account of raised funds established by Shenzhen Topband Co.Ltd(002139) the implementation subject of “Tuobang Huizhou second industrial park project”. The account of Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Qianhai branch with account No. 7935007880110 Shenzhen Zowee Technology.Co.Ltd(002369) is the supervision account of raised funds established by Huizhou Electric Technology Co., Ltd., a wholly-owned subsidiary of the company, the implementation subject of “Tuobang Huizhou second industrial park project”.
4、 Actual use of raised funds this year
Comparison table of use of raised funds
Year 2021
Prepared by: Shenzhen Topband Co.Ltd(002139) amount unit: RMB 10000
The total amount of raised funds is 16035497, and the total amount of raised funds invested in this year is 5072831
Total amount of raised funds with changed purposes during the reporting period
The accumulated total amount of raised funds with changed purposes has been invested in the total amount of raised funds of 7334037
Proportion of total raised funds with accumulative change of purpose
Has the project reached the end of the period
Committed investment projects and investment changes of over raised funds after the adjustment of raised funds, the investment progress of the investment in the current year up to the end of the period is scheduled to make whether the actual investment in the current year meets the expected project feasibility and whether it is sent to the target (including the total committed investment (1) the cumulative investment of the input amount (%) (3) Total amount of partial change with significant changes in current benefits (2) = (2) / (1) period
Change)
Committed investment projects I. use of funds raised by public issuance of convertible corporate bonds in 2019
1. Toppon East China operation center no 5654365565436516188443880050 68.62% not applicable not applicable no
2、 Use of funds raised by non-public offering of shares in 2021
1. Tuobang Huizhou No.2 Industrial Park no 73684717368471453987453987 6.16% not applicable not applicable no
order
2. Supplementary company working capital no 300 Fawer Automotive Parts Limited Company(000030) 0 Fawer Automotive Parts Limited Company(000030) 0 Fawer Automotive Parts Limited Company(000030) 00000 100.00% not applicable
Subtotal of committed investment projects 103684711036847134539873453987 33.31%
Investment of over raised funds to repay bank loans (if any)
Subtotal of supplementary working capital (if any) over raised capital investment
Total 1602283650728317334037
The situation of not reaching the planned progress or expected income is not the same as that in the reporting period
reason
Major changes in the feasibility of the project indicate that there is no change in the reporting period
The amount, purpose and use progress of over raised funds are not available in the reporting period
condition
There was no change in the implementation location of the project invested by raised funds during the reporting period
There is no adjustment to the implementation mode of the projects invested by raised funds in this reporting period
1. The company invested in the operation center of Tuobang East China in advance with self raised funds
