About Longshine Technology Group Co.Ltd(300682) 2021
Public issuance of convertible corporate bonds to raise funds
Special verification report on storage and use
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) ") as the sponsor of Longshine Technology Group Co.Ltd(300682) (hereinafter referred to as " Longshine Technology Group Co.Ltd(300682) " and "the company") for the public issuance of convertible corporate bonds on the gem, in accordance with the measures for the administration of securities Issuance and listing sponsorship business and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange The guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of funds raised by listed companies and other relevant provisions have verified the deposit and use of funds raised by the company's public issuance of convertible corporate bonds in 2021. The verification results and verification opinions are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
According to the reply on the approval of Longshine Technology Group Co.Ltd(300682) public issuance of convertible corporate bonds (zjxk [2020] No. 1182) issued by China Securities Regulatory Commission on June 17, 2020, Longshine Technology Group Co.Ltd(300682) (hereinafter referred to as "the company") is approved to publicly issue 8000000 convertible corporate bonds to the public, with an issue price of RMB 100 each, and the payment is paid in RMB, amounting to RMB 800000000, After deducting the underwriting and recommendation expenses and other issuance expenses totaling RMB 1165849057, the net raised funds totaled RMB 78834150943. The above funds were in place on December 15, 2020, which was verified by Tianzhi International Certified Public Accountants (special general partnership) and issued a verification report with Tianzhi Zhiye Zi [2020] No. 40887.
(II) use and balance of raised funds
As of December 31, 2021, the company used 19859205105 yuan of raised funds in 2021, the total amount of raised funds used was 42871505105 yuan, and the balance of unused raised funds was 35962645838 yuan; The difference between the balance of 17293263552 yuan in the special account for raised funds and the balance of raised funds in the special account for raised funds is 18669382286 yuan, of which 19000000000 yuan is used to temporarily supplement working capital, and 330617714 yuan is the net amount of bank deposit interest received by the company minus bank handling charges.
2、 Deposit and management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use, and protect the rights and interests of investors, the company, in accordance with the provisions of relevant laws, regulations and normative documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, and in combination with the actual situation of the company, Formulated the management system of Longshine Technology Group Co.Ltd(300682) raised funds (hereinafter referred to as the management system).
In order to standardize the management and use of the raised funds and protect the interests of investors, the company has adopted special account storage management for the raised funds in accordance with the regulations, opened a total of two special accounts for the raised funds in China Minsheng Banking Corp.Ltd(600016) Tianjin branch and China Citic Bank Corporation Limited(601998) Wuxi New area branch, and signed the tripartite supervision agreement for the raised funds with the deposit bank and Citic Securities Company Limited(600030) on December 25, 2020.
After the deliberation and approval of the 17th meeting of the third board of directors and the 14th meeting of the third board of supervisors held by the company on January 28, 2021, the company agreed to increase the wholly-owned subsidiary Wuxi Langyi Software Industry Development Co., Ltd. (hereinafter referred to as "Wuxi Langyi") as the implementation subject of the raised investment projects "energy Internet of things system construction project" and "Langxin cloud R & D project", It is also agreed that the company will provide Wuxi Langyi with interest free loans from the raised funds of no more than 200 million yuan for the implementation of raised investment projects, and the loan period shall not exceed 6 years from the date of actual borrowing. Wuxi Langyi, a wholly-owned subsidiary of the company, opened a special account for raised funds in China Minsheng Banking Corp.Ltd(600016) Tianjin Branch, and signed a four party supervision agreement on the storage of raised funds with China Minsheng Banking Corp.Ltd(600016) Tianjin Branch, Citic Securities Company Limited(600030) and the company on February 5, 2021.
Upon deliberation and approval of the 22nd Meeting of the third board of directors held on June 25, 2021, the company agreed to cancel the special account for raising funds of China Citic Bank Corporation Limited(601998) Wuxi New Area sub branch (Special Account No.: 8110501013101656776) and reopen the account for raising funds in China Citic Bank Corporation Limited(601998) Wuxi New Area sub branch (Special Account No.: 8110501011501772946). This change does not change the purpose of the funds and does not affect the use plan of the raised funds. The deposit and use of the funds in the special account will be in strict accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
(II) storage of raised funds in special account
As of December 31, 2021, the balance of the special account for the deposit of unused raised funds is as follows: unit: 10000 yuan
Balance of deposit method in the account number of the opening bank of the special account for raised funds
China Minsheng Banking Corp.Ltd(600016) Tianjin Branch Sales Department 632434394 current account-
China Minsheng Banking Corp.Ltd(600016) Tianjin Branch Sales Department 632678468 current 1729326
China Citic Bank Corporation Limited(601998) Wuxi New Area sub branch 8110501011501772946 current account-
Total 1729326
3、 Actual use of raised funds during the reporting period
(I) use of funds for investment projects with raised funds
The actual use of the company's raised funds in this year is shown in the "comparison table of the use of raised funds" (see attached table 1).
(II) changes in the place and mode of implementation of the project invested with raised funds
On January 28, 2021, the 17th meeting of the third board of directors and the 14th meeting of the third board of supervisors considered and approved the proposal on increasing the implementation subjects of some raised investment projects and using the raised funds to provide loans to wholly-owned subsidiaries to implement raised investment projects, and agreed to increase the implementation subjects of the raised investment projects "energy Internet of things system construction project" and "Langxin cloud R & D project" from Longshine Technology Group Co.Ltd(300682) to Longshine Technology Group Co.Ltd(300682) At the same time, Wuxi Langyi Software Industry Development Co., Ltd. will raise no more than 200 million yuan to provide interest free loans to Wuxi Langyi Software Industry Development Co., Ltd., a wholly-owned subsidiary, for the implementation of "energy Internet of things system construction project" and "Langxin cloud R & D project". The loan period is no more than 6 years from the date of actual borrowing. Relevant funds have been transferred out of the special account for raised funds on February 5, 2021.
(III) advance investment and replacement of investment projects with raised funds
On January 28, 2021, the 17th meeting of the third board of directors of the company deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses, and the independent directors, the board of supervisors and the recommendation institution all issued consent opinions on the above matters, It is agreed that the company will use the raised funds to replace the self raised funds that have been invested in the raised investment projects and paid the issuance expenses in advance by December 14, 2020, totaling RMB 9536040250. PwC Zhongtian Certified Public Accountants (special general partnership) has verified the actual use of self raised funds in the raised fund investment projects of the company, And issued the verification report on the report of Longshine Technology Group Co.Ltd(300682) using self raised funds to invest in the project with raised funds in advance (PWC zttsz (2021) No. 0132). Relevant funds have been transferred out of the special account for raised funds on February 1, 2021.
(IV) temporary replenishment of working capital with idle raised funds
On January 28, 2021, the 17th meeting of the third board of directors and the 14th meeting of the third board of supervisors deliberated and approved the proposal on using some temporarily idle raised funds to temporarily supplement working capital, and agreed that the company should use idle raised funds of no more than 190 million yuan to temporarily supplement working capital. The service life should be no more than 12 months from the date of approval by the board of directors. Before the expiration, the company will timely Return the above funds to the special account for raised funds in full. Relevant funds have been transferred out of the raised funds account on February 1, 2021 and February 24, 2021 respectively.
(V) use of surplus raised funds
This year, the company did not use the surplus raised funds.
(VI) use of over raised funds
This year, the company did not use the over raised funds.
(VII) purpose and destination of unused raised funds
The unused raised funds in the reporting period are deposited in the special account and idle raised funds of no more than 190 million yuan are used to temporarily supplement the working capital.
4、 Change the use of funds for investment projects with raised funds
There is no change in the investment project of raised funds in this period.
5、 Problems in the use and disclosure of raised funds
The company uses the raised funds in accordance with the provisions and requirements of relevant laws, regulations and normative documents. The disclosed information on the use of raised funds is timely, true, accurate and complete, and there are no violations in the storage, use, management and disclosure of raised funds.
6、 Opinions of Accountants on the annual storage and use of raised funds
According to the verification report on the deposit and use of raised funds issued by PwC Zhongtian Certified Public Accountants (special general partnership), PwC Zhongtian special audit Zi (2022) No. 1234, PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) believes that the above special report on the deposit and actual use of raised funds is in accordance with the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (announcement [2012] No. 44 of China Securities Regulatory Commission) in all major aspects The guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange (revised in 2020) and the guidelines for the business handling of companies listed on the growth enterprise market No. 6 format of information disclosure announcement of listed companies - No. 21 format of special report on the annual deposit and use of raised funds of listed companies issued by Shenzhen Stock Exchange, And truthfully reflected the deposit and actual use of the raised funds in Longshine Technology Group Co.Ltd(300682) 2021 in all major aspects.
7、 Verification conclusion
The sponsor has verified the deposit and use of the funds raised by Longshine Technology Group Co.Ltd(300682) public issuance of convertible corporate bonds and the implementation of the above-mentioned investment projects of the raised funds by means of obtaining data, on-site inspection, interview and communication, mainly including: consulting the bank statement of the company's raised funds, payment voucher of raised funds, relevant reports of intermediaries, relevant announcements of the use of raised funds Project report and other data.
After verification, the recommendation institution believes that Longshine Technology Group Co.Ltd(300682) made special account deposit and special use of the funds raised from the public issuance of convertible corporate bonds in 2021, and there was no change in the investment direction of the raised funds in 2021; The specific use is consistent with the disclosed situation. There is no violation of relevant laws and regulations in the use of funds raised by public issuance of convertible corporate bonds, and there is no change in the purpose of the above-mentioned funds and damage to the interests of shareholders.
(the following is the attached table of this report)
Comparison table of use of raised funds
Unit: 10000 yuan
Investment in this year
The total amount of raised funds is 8000000, and the total amount of raised funds is 1985921
forehead
Total amount of raised funds with changed purposes in the reporting period - accumulated investment
Cumulative total amount of raised funds with changed purposes - total amount of raised funds
