Guosen Securities Co.Ltd(002736)
About Lingyi Itech (Guangdong) Company(002600)
Verification opinions on terminating the implementation of some raised investment projects and permanently replenishing the remaining raised funds with working capital
In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (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, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), and other relevant provisions, As the sponsor of the non-public offering of shares by Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as ” Lingyi Itech (Guangdong) Company(002600) ” or “the company”), Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) ” or “the sponsor”) has carefully and prudently verified the company’s termination of some raised investment projects and permanent replenishment of the remaining raised funds. The details of verification are as follows:
1、 Overview of raised funds
(I) basic information of raised funds
With the approval of the reply on approving Lingyi Itech (Guangdong) Company(002600) non-public Development Bank shares (zjxk [2019] No. 2574) issued by China Securities Regulatory Commission, the company was approved to issue 120 million ordinary shares (A shares) in the form of non-public offering of shares to the public, with a par value of 1 yuan per share, an issue price of 9.31 yuan per share and a total raised capital of 29999999236 yuan, After deducting 2759916725 yuan of various issuance expenses, the net amount of raised funds is 297240082511 yuan.
The above raised funds have been verified by Dahua Certified Public Accountants (special general partnership) and issued the capital verification report of RMB common shares (A shares) raised by Lingyi Itech (Guangdong) Company(002600) non-public Development Bank (Dahua Yan Zi [2020] No. 000264). The company adopts the special account storage system for the raised funds, and has signed the tripartite (four party and five party) supervision agreement for the raised funds with the recommendation institution and the deposit bank of the raised funds.
On August 24, 2020, after deliberation at the 33rd meeting of the Fourth Board of directors of the company, it was agreed that the company would temporarily supplement working capital with idle raised funds of no more than 1590 million yuan for a period of no more than 12 months. On July 6, 2021, the company has returned all the above-mentioned 1590 million yuan of raised funds for temporary replenishment of working capital in advance and deposited them into the special account for raised funds of the company.
On July 8, 2021, the proposal on continuing to use some idle raised funds to temporarily supplement working capital was deliberated and adopted at the 8th meeting of the 5th board of directors of the company, which agreed that the company would continue to use no more than RMB 1590 million of idle raised funds to temporarily supplement working capital, and the service life would be no more than 12 months from the date of deliberation and approval of the board of directors. As of April 6, 2022, the company has returned all the above-mentioned 1590 million yuan of raised funds for temporary replenishment of working capital in advance and deposited them into the special account for raised funds of the company.
The company held the 15th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors on December 27, 2021, and the first extraordinary general meeting of shareholders in 2022 on January 12, 2022. The proposal on changing some investment projects of raised funds was reviewed and approved, and the company agreed to adjust “electromagnetic functional material project”, one of the investment projects of non-public offering of shares, The remaining raised funds of 490 million yuan and interest will be used to invest in the “new touch panel and keyboard module project”. The implementation subject of this project is the wholly-owned subsidiary Suzhou appreciate Intelligent Technology Co., Ltd. The company held the 16th meeting of the 5th board of directors on January 17, 2022 and agreed to open a special account for the raised funds for the changed raised funds investment projects, and implement special account storage management for the deposit and use of the raised funds. The company and its wholly-owned subsidiary Lingyi Technology (Shenzhen) Co., Ltd., its wholly-owned subsidiary Suzhou Lingyu Electronic Technology Co., Ltd. and its wholly-owned subsidiary Suzhou linglue Intelligent Technology Co., Ltd The sponsor has signed the three party supervision agreement for raised funds, the four party supervision agreement for raised funds, the five party supervision agreement for raised funds and the six party supervision agreement for raised funds with Industrial And Commercial Bank Of China Limited(601398) Shenzhen Fuyong sub branch and Bank Of China Limited(601988) Suzhou Xiangcheng sub branch respectively. (II) investment projects with raised funds
As of March 31, 2022, the investment projects and use of the funds raised by the company’s non-public offering of shares are as follows:
Unit: 10000 yuan
No. project name total investment of the project planned to use raised funds accumulated amount of raised funds used amount of raised funds
1 precision metal processing project 185714761566 Fiyta Precision Technology Co.Ltd(000026) 82667
2 electromagnetic functional material item 6658498540 Sichuan Jinlu Group Co.Ltd(000510) 253
3. New touchpad and keyboard module project 100 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 9 Ping An Bank Co.Ltd(000001) 579930
4. Supplementary working capital 89 China High-Speed Railway Technology Co.Ltd(000008) 9 China High-Speed Railway Technology Co.Ltd(000008) 900000
Total 44129974300 Ping An Bank Co.Ltd(000001) 3672851
2、 Basic information of the project to be terminated this time
(I) relevant information about the projects to be terminated and the remaining raised funds
As of March 31, 2022, the progress of the implementation of the raised capital investment projects to be terminated by the company is as follows:
Category project name planned use of raised funds actual use of raised funds completed progress (%) Fund (10000 yuan) Fund (10000 yuan)
Raise funds to invest in precision metal processing projects 1566 Fiyta Precision Technology Co.Ltd(000026) 82667 17.13 funded projects
(II) main reasons for terminating some raised investment projects and permanently replenishing the remaining raised funds
Affected by the economic situation outside China, in order to further improve the resource utilization efficiency, after fully considering the project progress and capital demand of the “precision metal processing project”, the company plans to terminate the implementation of the “precision metal processing project” in order to better adapt to the company’s future strategic development plan, and permanently supplement the working capital with the remaining raised funds of the project for the company’s daily production and operation and investment in new products and new business fields.
3、 Impact of this event on the company
The termination of the investment project “precision metal processing project” of the raised funds is made prudently according to the development and changes of the objective and actual situation of the market, which is in line with the actual situation of the company’s production and operation and will not have a significant adverse impact on the company’s production and operation. At the same time, the company will permanently supplement the working capital with the above-mentioned remaining raised funds for production and operation activities related to the company’s main business, which can improve the use efficiency of the raised funds, provide assistance for the company’s current development and future layout, and promote the sustainable and stable development of the company’s business.
The permanent replenishment of working capital with the remaining raised funds complies with the provisions of relevant laws and regulations such as the 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), the guidelines for the self discipline supervision of listed companies of Shenzhen stock exchange No. 1 – standardized operation of listed companies on the main board, and the raised funds used for permanent replenishment of working capital have been received for more than one year, The remaining raised funds will be permanently supplemented with working capital, which will not affect the implementation of other raised funds projects and will not have a significant adverse impact on the normal production and operation of the company. The company will use funds flexibly according to the development plan and actual business needs, which will help the company improve its business efficiency and further enhance its core competitiveness.
After the termination of the above projects, the relevant special account for raised funds will no longer be used, and the relevant supervision agreement for raised funds signed by the company with the sponsor and the deposit bank will be terminated accordingly.
4、 Relevant review procedures and opinions
(I) deliberations of the board of directors
The 19th meeting of the 5th board of directors of the company deliberated and adopted the proposal on terminating the implementation of some raised investment projects and permanently replenishing the remaining raised funds with working capital.
(II) opinions of independent directors
The independent directors of the company believe that the termination of the implementation of some raised investment projects and the permanent supplement of the remaining raised funds to the working capital is a prudent decision made according to the actual situation of the company, which is conducive to improving the use efficiency of the raised funds and meets the needs of the company’s operation and development. The matter has fulfilled the necessary decision-making procedures, Comply with the relevant provisions of the 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), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the company’s raised funds management system, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The procedures of the board of directors of the company to consider this matter comply with relevant regulations, unanimously agreed that the company would terminate the implementation of some raised investment projects and permanently supplement the remaining raised funds with working capital, and submitted this proposal to the general meeting of shareholders of the company for deliberation.
(III) opinions of the board of supervisors
The board of supervisors of the company believes that the termination of the implementation of some raised investment projects and the permanent supplement of the remaining raised funds to working capital is a prudent decision based on the actual situation of the company, which is in line with the medium and long-term development planning strategy of the company, is conducive to improving the use efficiency of raised funds, and there is no damage to the interests of shareholders of the company, especially small and medium-sized shareholders. The change of the purpose of some raised funds has fulfilled the necessary decision-making procedures and complied with the provisions of relevant laws and regulations. Therefore, the board of supervisors agreed that the company would terminate the implementation of some raised investment projects and permanently supplement the remaining raised funds with working capital, which would be submitted to the general meeting of shareholders for deliberation.
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company’s termination of the implementation of some raised investment projects and permanent replenishment of working capital with the remaining raised funds have been deliberated and approved at the 19th meeting of the 5th board of directors, Lingyi Itech (Guangdong) Company(002600) independent directors and the board of supervisors have expressed clear consent, which needs to be deliberated and approved by the general meeting of shareholders, and the necessary approval procedures have been performed, Comply with the provisions of the 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), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the company’s raised funds management system and other relevant provisions, The recommendation institution has no objection to the company’s terminating the implementation of some raised investment projects and permanently replenishing the remaining raised funds with working capital.
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(there is no text on this page, which is the signature page of Guosen Securities Co.Ltd(002736) verification opinions on Lingyi Itech (Guangdong) Company(002600) terminating the implementation of some raised investment projects and permanently replenishing the remaining raised funds with working capital) sponsor representative:
Cui Wei, Hou LiXiao
Guosen Securities Co.Ltd(002736) MM DD YY
