Ping An Securities Co., Ltd
About Netac Technology Co.Ltd(300042)
Verification opinions on the deposit and use of raised funds in 2021
Ping An Securities Co., Ltd. (hereinafter referred to as "Ping An Securities" or "sponsor") is a sponsor of Netac Technology Co.Ltd(300042) (hereinafter referred to as " Netac Technology Co.Ltd(300042) " or "company") for initial public offering and listing on GEM, According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business And other relevant laws and regulations, checked the deposit and use of the raised funds in 3 Hubei Yihua Chemical Industry Co.Ltd(000422) 021, and issued the following verification opinions:
1、 Basic information of raised funds
Approved by the official reply of China Securities Regulatory Commission on approving Netac Technology Co.Ltd(300042) initial public offering and listing on the gem (zjxk [2009] No. 1390), and approved by Shenzhen Stock Exchange, the company issued 16.8 million ordinary shares (A shares) to the public for the first time in December 2009, with a par value of 1 yuan per share and an issue price of 39.00 yuan per share. The company raised 655.2 million yuan in total. After deducting 432168 million yuan of issuance expenses, the net amount raised was 6119832 million yuan (including 3986033 million yuan of over raised funds).
As of December 25, 2009, all the funds raised by the above issuance of the company have been in place. Shenzhen Pengcheng certified public accountants Co., Ltd. has verified the funds in place of the issuer's initial public offering of shares on December 29, 2009, and issued the capital verification report (Shen Peng Suo Yan Zi [2009] No. 245) for confirmation.
As of December 31, 2021, the company has used 507.6 million yuan of over raised funds and idle raised funds to buy financial products with high bank security and good liquidity. The company has invested 2465191 million yuan in the projects with raised funds, and used 0 million yuan of raised funds during the reporting period; As of December 31, 2021, the company's unused balance of over raised funds and idle raised funds (including interest and wealth management income) has accumulated 540714800 yuan (including interest and wealth management income of 17525007 million yuan), of which the balance of over raised funds is 1986032 million yuan (excluding interest and wealth management income), and the balance of idle raised funds is 1668609 million yuan (excluding interest and wealth management income). In addition to the above-mentioned fixed deposit and fixed deposit (including the interest of RMB 3.48 million) of the above-mentioned two kinds of funds that have not yet been deposited in the fixed deposit and active financing account, or the interest of other funds that have not been raised in the fixed deposit and active financing account is still 3.48 million yuan. 2、 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 implements special account storage for raised funds in accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies and other laws and regulations, and in combination with the business needs of the company, And implement strict examination and approval procedures for the use of raised funds to ensure that the special funds are used for special purposes; The authorized recommendation representative may inquire the information of the special account for raised funds at the bank that has opened the special account for raised funds at any time, and require the recommendation representative to conduct on-site investigation on the management and use of raised funds at least once a quarter. The company has opened special accounts for the storage of raised funds in Shenzhen Nanshan sub branch of Shenzhen Development Bank (now renamed: Ping An Bank Co.Ltd(000001) Shenzhen Houhai sub branch), central city sub branch of Shenzhen Development Bank (now renamed: Ping An Bank Co.Ltd(000001) Shenzhen Hongbao sub branch), Ping An Bank Co.Ltd(000001) Shenzhen Shenda sub branch and Ping An Bank Co.Ltd(000001) business department, and signed the tripartite supervision agreement for raised funds with the above four banks and the sponsor Ping An Securities Co., Ltd. The company manages and uses the raised funds in strict accordance with the requirements of the tripartite supervision agreement on raised funds.
On December 9, 2011, the 11th meeting of the second board of directors of the company deliberated and approved the proposal on using part of the over raised funds to increase the capital of the wholly-owned subsidiary Guangxi Netac Technology Co.Ltd(300042) Investment Co., Ltd. for the construction of Langke International Storage Technology Industrial Park, and used the over raised funds of 49 million yuan to increase the capital of Guangxi Netac Technology Co.Ltd(300042) Investment Co., Ltd. (hereinafter referred to as "Guangxi Langke"), It is used for the construction of Langke Beihai International Storage Technology Industrial Park project. In order to strengthen the use and management of the raised funds, Guangxi Longke opened a special account in Bank Of China Limited(601988) Beihai branch to deposit the above-mentioned 49 million yuan of over raised funds, and signed the tripartite supervision agreement on raised funds with Bank Of China Limited(601988) Beihai branch and Ping An Securities Co., Ltd.
The 15th meeting of the second board of directors held on May 10, 2012 and the first extraordinary general meeting of shareholders held on May 28, 2012 considered and approved the proposal on increasing the capital of Guangxi Netac Technology Co.Ltd(300042) Investment Co., Ltd. with the over raised capital of 152 million yuan for the construction of Langke international storage Technology Industrial Park project, and increased the capital of Guangxi Langke with the over raised capital of 152 million yuan, It is used for the construction of Langke Beihai International Storage Technology Industrial Park project. On June 28, 2012, Guangxi Longke Technology Co., Ltd. signed a supplementary agreement on the use of the raised funds of Guangxi Longke Technology Co., Ltd. for the third party of Guangxi Longke International Co., Ltd. to strengthen the supervision of the use of the funds raised by Longke Technology Co., Ltd.
The 26th (Interim) meeting of the second board of directors held on December 31, 2013 and the first extraordinary general meeting of shareholders held on January 18, 2015 considered and approved the proposal on terminating the use of some over raised funds to invest in the construction of Longke International Storage Technology Industrial Park by Guangxi Netac Technology Co.Ltd(300042) Investment Co., Ltd., a wholly-owned subsidiary The proposal on transferring all the equity of the wholly-owned subsidiary Guangxi Netac Technology Co.Ltd(300042) Investment Co., Ltd. and the proposal on signing the equity transfer contract decided to transfer all the equity of Guangxi Longke, and the part of the transfer price belonging to the original over raised capital investment of 201 million yuan, the part of the transfer income and the remaining over raised capital (including interest) of the company were transferred to Bank Of China Limited(601988) Shenzhen Branch China Construction Bank Corporation(601939) Shenzhen OCT sub branch established a new special account for deposit, and signed the tripartite supervision agreement for raised funds with the above special account bank and Ping An Securities Co., Ltd. on February 25, 2015 and February 18, 2015 respectively.
The raised capital account in which the remaining over raised funds were deposited shall be cancelled.
The above-mentioned tripartite supervision agreement on raised funds and its supplementary agreement clarify the rights and obligations of all parties, which is not significantly different from the model tripartite supervision agreement of Shenzhen Stock Exchange, and there is no problem in the performance of the tripartite supervision agreement.
As of December 31, 2021, the storage of raised funds is listed as follows:
Monetary unit: RMB
Bank name account number initial deposit amount deadline balance storage method
Ping An Bank Co.Ltd(000001) Shen 03621 Hefei Meiya Optoelectronic Technology Inc(002690) 651268000 Digital China Group Co.Ltd(000034) 53796 current
Shenzhen Shenda sub branch
Ping An Bank Co.Ltd(000001) deep 1100847061210813518325000361635337 current
Shenzhen Hongbao sub branch Ping An Bank Co.Ltd(000001) Shenzhen
Shenzhen branch business Beijing Kingfore Hv & Energy Conservation Technology Co.Ltd(001210) 077367115000000000
Department
Ping An Bank Co.Ltd(000001) depth 1100847061211020000000000
Shenzhen Houhai sub branch China Construction Bank Corporation(601939) Shenzhen
Shenzhen OCT branch 442015183 Nanjing Red Sun Co.Ltd(000525) 26442 --- 357374474 current and regular bank
Bank name account number initial deposit amount deadline balance storage method
Bank Of China Limited(601988) deep
Shenzhen branch business 773162278524 --- 4309149 current account
Department of industry Bank Of China Limited(601988) Shenzhen
Shenzhen Branch Ying 76535965080794000.00 fixed
Department of industry Bank Of China Limited(601988) Shenzhen
Shenzhen Branch Ying 758859281730520000000 call deposit
Industry Department
Ping An Bank Co.Ltd(000001) deep 11014756531005 --- 545100475 current
Shenzhen Changcheng sub branch
China Everbright Bank Company Limited Co.Ltd(601818) Shenzhen 78150188000134065 --- 5009359549 financial management and current Shenzhen Huaqiang sub branch China Everbright Bank Company Limited Co.Ltd(601818) GUI
Yang branch business 517201880 Giant Network Group Co.Ltd(002558) 03 --- 0.00 current
Department
Shanghai Pudong Development Bank Co.Ltd(600000) deep 791100788017 Shenzhen Zhenye(Group)Co.Ltd(000006) 66 --- 771319 current
Zhenfuqiang sub branch Bank Of Beijing Co.Ltd(601169) shares 2 China Vanke Co.Ltd(000002) 97484000382122
88 --- 27153991451 financial management and current Shenzhen Branch Guangdong Huaxing Bank Co., Ltd
Bank Co., Ltd. 8058801 Hainan Dadonghai Tourism Centre (Holdings) Co.Ltd(000613) 10 --- 18766444890 financial management and current company Shenzhen Branch Ping An Bank Co.Ltd(000001) shares
Share Co., Ltd. 0363100019402 --- 1339501833 current and regular Shenzhen Shenda sub branch
Hua Xia Bank Co.Limited(600015) deep 1085700 China Tianying Inc(000035) 637 --- 139209 current
Shenzhen Yitian sub branch
Total --- 61198325 Zhongtian Financial Group Company Limited(000540) 71481482
3、 Use of raised funds in 2021
See the attached table "use of raised funds" for details.
4、 Change the use of funds for investment projects with raised funds
For details, please refer to the attached table "change of investment projects with raised funds".
5、 Problems in the use and disclosure of raised funds
In the self-examination, the company found that on April 19, 2010, it paid 60000 yuan of annual patent fee for 2009 from Ping An Bank Co.Ltd(000001) Shenda sub branch of the raised fund account, and 45000 yuan of publicity and advertising fee for mobile storage products in 2009 from central city sub branch of Shenzhen Development Bank on August 11, 2010. These two fees should not be paid in the raised fund account. In April 2011, the company transferred the principal and interest of this amount from other settlement accounts to the above raised funds account.
In the self inspection, the company found that on May 20, 2011, it paid 500000 yuan and 400000 yuan of lawyer fees of Beijing Tongshang law firm from Ping An Bank Co.Ltd(000001) Shenda sub branch of the raised funds account, and on September 28, 2011, it paid 1.2 million yuan of lawyer fees of Beijing Tongshang law firm. These three fees should not be paid from the raised funds account. The company has returned the principal and interest of the three funds to the above raised capital account on October 14, 2011.
In the self inspection, the company found that 739700 yuan of interest on the raised funds settled by Guangxi Longke in 2012 was deposited into the general account of Guangxi Longke Bank Of China Limited(601988) Beihai sub branch, which was not deposited into the special account for the raised funds as required. Guangxi Longke returned the interest to the raised funds account on January 21, 2013.
In the self-examination, the company found that on January 29, 2013, it paid 50000 yuan of advertising expenses of Shenzhen tiger Advertising Co., Ltd. from the fund-raising account Ping An Bank Co.Ltd(000001) Central District sub branch, which should not be paid from the fund-raising account. The company has returned the principal and interest of this sum of money to the above raised capital account on April 15, 2013.
6、 Assurance opinions of the accounting firm on the assurance report on the storage and use of raised funds
Dahua Certified Public Accountants (special general partnership) conducted a special audit on the special report of Netac Technology Co.Ltd(300042) on the deposit and use of raised funds in 2021 and issued Dahua Hezi [2022] 004605 verification report on the deposit and use of Netac Technology Co.Ltd(300042) raised funds. According to the report, Netac Technology Co.Ltd(300042) company's special report on raising funds is in accordance with Article 2 of the guidelines for the supervision of listed companies issued by China Securities Regulatory Commission in all major aspects
