Anxin Securities Co., Ltd
About Suzhou Anjie Technology Co.Ltd(002635)
Special verification opinions on the deposit and actual use of raised funds in 2021
As an independent financial consultant (lead underwriter) of Suzhou Anjie Technology Co.Ltd(002635) (hereinafter referred to as ” Suzhou Anjie Technology Co.Ltd(002635) ” or “the company”), Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” or “the independent financial consultant”) issued shares, paid cash to purchase assets and raised matching funds and related party transactions in 2017, according to the measures for the administration of securities issuance and listing recommendation business According to the requirements of relevant regulations and documents 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 of Shenzhen Stock Exchange, the deposit and use of relevant raised funds in 2021 have been verified. The verification results and verification opinions are hereby published as follows:
1、 Basic information of raised funds
(I) basic information of issuing shares and paying cash to purchase assets and raising supporting funds in 2017
According to the reply on approving Suzhou Anjie Technology Co.Ltd(002635) issuing shares to Wu Guiguan and others to purchase assets and raise supporting funds issued by China Securities Regulatory Commission (zjxk [2017] No. 1325), the supporting funds raised by the company through non-public offering of shares are approved to be no more than 150827 million yuan. The company’s non-public offering of 46811607 ordinary shares (A shares), with an issue price of 32.22 yuan per share, raised a total of 150826997754 yuan of monetary funds. After deducting 30.84 million yuan of issuance expenses, the net amount of funds actually raised was 147742997754 yuan. On August 24, 2017, all the above raised funds were in place, which was verified and confirmed by Jiangsu notary Tianye Certified Public Accountants (special general partnership), and the capital verification report (Sugong w [2017] No. b121) was issued.
On August 28, 2017, 102000000000 yuan of the raised funds was used to pay the cash consideration for the company’s acquisition of 100% equity of Huizhou Weibo Precision Technology Co., Ltd. (hereinafter referred to as “Weibo precision”).
On September 12, 2017, the company held the 16th meeting of the third board of directors and deliberated and passed the proposal on increasing the capital of wholly-owned subsidiaries with raised funds. The board of directors agreed that the company would use the raised funds of 45742997754 yuan to increase the capital of Weibo precision, a wholly-owned subsidiary of the implementation subject of the raised funds investment project. All the above funds would be used to increase the registered capital of Weibo precision, Investment in precision electronic components.
The company held the 31st meeting of the third board of directors on August 13, 2018 and the first extraordinary general meeting of shareholders in 2018 on August 31, 2018. The proposal on changing the implementation subject and implementation content of raised capital investment projects was reviewed and approved. The implementation subject of raised capital investment projects was changed from Weibo precision to Huizhou Weibo metal technology, a wholly-owned subsidiary of Weibo precision
Ltd. (hereinafter referred to as “Weibo metal”) changed the originally planned leased plant and plant transformation to Weibo metal to purchase land and build plant for the project.
On September 18, 2018, the company held the 33rd meeting of the third board of directors and deliberated and approved the proposal on increasing capital and paid in registered capital of wholly-owned subsidiaries with raised funds. In order to better promote the construction and implementation of “consumer electronics metal precision structure construction project”, Weibo precision actually used the raised funds to increase capital of 19696510872 yuan and paid in registered capital of 280 million yuan to Weibo metal. The company has signed the four party supervision agreement on raised funds with Weibo metal, the sponsor and underwriter Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities”) and Ping An Bank Co.Ltd(000001) Huizhou Branch, with an account number of 150 Guangxi Hechi Chemical Co.Ltd(000953) 82623.
The company held the sixth meeting of the Fourth Board of directors on December 17, 2019 and the first extraordinary general meeting of shareholders in 2020 on January 6, 2020, and deliberated and adopted the proposal on changing the purpose of raised funds. Due to the slow progress of the original raised investment project “consumer electronic metal precision structure construction project”, combined with the needs of the company’s operation and development, in order to further improve the use efficiency of raised funds To protect the interests of the company and all shareholders, especially minority shareholders, and better meet the needs of the company’s future development, the company plans to terminate the original raised investment project, and change the raised investment project into “smart mobile terminal component production base construction project” and “smart mobile terminal component product technical transformation and production expansion project” according to the needs of the company’s project funds. The implementation subjects are Weibo metal and Weibo precision respectively, The proposed investment amount of the project is 295 million yuan (including 239179600 yuan of raised funds) and 200 million yuan (all invested with raised funds). The company has signed the four party supervision agreement on raised funds with Weibo precision, independent financial consultant Anxin securities and Ping An Bank Co.Ltd(000001) Huizhou Branch, with an account number of 15464499740021.
On January 13, 2021, the company held the 21st Meeting of the 4th board of directors, deliberated and approved the proposal on changing part of the special account for raised funds. The special account for raised funds of “smart mobile terminal component production base construction project” and “smart mobile terminal component product technical transformation and expansion project” was changed from Ping An Bank Co.Ltd(000001) Huizhou Branch to Yanda Road branch of Huizhou Branch of Guangdong Development Bank Co., Ltd, And signed the four party supervision agreement on raised funds with Anxin securities, an independent financial consultant, and Yanda road sub branch of Huizhou Branch of Guangdong Development Bank Co., Ltd. the newly opened account information is as follows: Account Name: Weibo precision, account number: 955088021779800374; Account Name: Weibo metal, account number: 955088021778800474. In view of the fact that the bank account of Huibo branch has been changed to the following account for the purpose of closing the funds raised on June 24, 20201, the account of Huibo branch will no longer be used for the purpose of closing the funds raised on June 24, 20201; The account name is Weibo metal, the account number is 150 Guangxi Hechi Chemical Co.Ltd(000953) 82623, and the relevant four party supervision agreement for raised funds is terminated accordingly.
In November 2021, in view of the fact that Weibo precision, the implementation subject of the company’s fund-raising and investment project “intelligent mobile terminal component product technical transformation and production expansion project”, has been used up according to the company’s fund-raising plan, and the balance of the special account is zero, the special account for raised funds is no longer used for the convenience of bank account management, On November 19, 2021, the company completed the account cancellation procedures of the special account for raising funds of Yanda road sub branch of Huizhou Branch of Guangdong Development Bank Co., Ltd. the account cancellation information is as follows: the account name is Weibo precision, the account number is 955088021779800374, and the relevant four party supervision agreement for raising funds is terminated accordingly.
As of December 31, 2021, the balance of the special fund-raising account of Weibo metal’s “smart mobile terminal parts and components production base construction project” is 3090950128 yuan, including 90950128 yuan of bank deposit balance (including deposit interest income) and 3000000000 yuan of financial management balance. The special account is only used for the storage and use of the funds raised by the “smart mobile terminal parts and components production base construction project”, and shall not be used for other purposes.
2、 Deposit and management of raised funds
In order to standardize the management and use of the company’s raised funds, improve the efficiency and efficiency of the use of funds, and protect the interests of investors, a special account storage system is implemented for the raised funds in accordance with 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) and the relevant provisions of the provisions on the report on the use of previously raised funds issued by the CSRC, The company has formulated the measures for the management of raised funds.
According to the measures for the management of raised funds formulated by the company and in combination with the business needs, the company implements the special account storage of raised funds, signs the tripartite supervision agreement of raised funds or the Quartet supervision agreement of raised funds with the special account bank of raised funds and the recommendation institution, and strictly approves the use of raised funds to ensure that the special funds are used for special purposes. As of December 31, 2021, the company has deposited and used the raised funds in strict accordance with the provisions of the signed tripartite supervision agreement on raised funds or the Quartet supervision agreement on raised funds.
3、 Actual use of raised funds this year
(I) comparison table of use of raised funds
In 2021, in 2017, the company issued shares and paid cash to purchase assets and raise supporting funds. See the attached table: comparison table of the use of raised funds for the use of funds.
(II) reasons and conditions for the inability to calculate the benefits of investment projects with raised funds separately
“Intelligent mobile terminal parts and components production base construction project” this project will build a modern standard plant. Weibo precision and Weibo metal can not only have a fixed own production and operation site, but also improve the production environment to meet the requirements of high-end customers for the production environment without directly generating income. The project will not be evaluated separately for economic benefits.
(III) cash management of idle raised funds
The company held the 19th meeting of the 4th board of directors on December 22, 2020, which deliberated and approved the proposal on using the temporarily idle raised funds for cash management. The board of directors of the company agreed that the subsidiary Weibo precision used the temporarily idle raised funds of no more than 140 million yuan and the subsidiary Weibo metal used the temporarily idle raised funds of no more than 170 million yuan for cash management, The service life is valid for 12 months from January 1, 2021. Within the above service life and limit, the funds can be used on a rolling basis.
On December 24, 2021, the company held the 34th meeting of the 4th board of directors, which deliberated and approved the proposal on using part of the temporarily idle raised funds for cash management. The board of directors of the company agreed that the temporarily idle raised funds of sun Weibo metal would not exceed 50 million yuan for cash management, so as to ensure that the progress of the investment project with the raised funds would not be affected Cash management is carried out without affecting the normal production and operation of the company and ensuring the safety of funds. It is used to purchase principal guaranteed investment products with high safety, meeting the principal guaranteed requirements and good liquidity. The service life is effective within 12 months from January 1, 2022. Within the above service life and amount, the funds can be used on a rolling basis.
As of the date of issuance of this verification opinion, in 2017, the company issued shares and paid cash to purchase assets and raised supporting funds to open a special settlement account for financial products. The specific information is as follows:
Sequence account opening institution account opening name account opening time status number
1 China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. Weibo precision 632653084 cancelled in January 2021
Company Huizhou Branch
2 China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. Weibo metal 632653960 existed in January 2021
Company Huizhou Branch
3 China Merchants Bank Co.Ltd(600036) Weibo precision 752900034110607 cancelled in January 2021
Huizhou BOLUO sub branch
4 China Merchants Bank Co.Ltd(600036) Weibo metal 752900844110606 continued in January 2021
Huizhou BOLUO sub branch
(IV) description of abnormal conditions in the project invested by raised funds
In 2021, the company issued shares and paid cash to purchase assets and raise supporting funds in 2017. There was no abnormality in the investment projects with raised funds.
4、 Change the use of funds for investment projects with raised funds
In 2021, the company issued shares and paid cash to purchase assets and raise supporting funds in 2017, and there was no change in the investment project of raised funds.
5、 Problems in the use and disclosure of raised funds
In 2021, the company issued shares and paid cash to purchase assets and raise supporting funds in 2017. There were no problems of improper use and disclosure of raised funds.
During the reporting period, in strict accordance with national laws and regulations and the requirements of securities regulatory authorities, the company followed the company’s measures for the management of raised funds, the three-party supervision agreement for raised funds and the four party supervision agreement for raised funds signed by the company and relevant parties, complied with the provisions of the information disclosure management system, used the raised funds legally, legally and reasonably, and performed the relevant information disclosure obligations in a timely, true, accurate and complete manner, There is no violation of laws and regulations in the use and information disclosure of the above raised funds.
6、 Assurance opinions of Accountants on the special report on the deposit and use of the company’s raised funds in 2021
Notarial Tianye Certified Public Accountants (special general partnership) verified the special report on the deposit and actual use of raised funds in Suzhou Anjie Technology Co.Ltd(002635) 2021 and issued the verification report on the deposit and use of raised funds (Sugong w [2022] No. E1107), The assurance conclusion is as follows: ” Suzhou Anjie Technology Co.Ltd(002635) the special report on raised funds in 2021 prepared by the board of directors complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) and 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 relevant format guidelines, which truthfully reflect the actual storage and use of Suzhou Anjie Technology Co.Ltd(002635) raised funds in 2021 in all major aspects. “
7、 Main verification work of independent financial adviser
During the reporting period, the sponsor of the independent financial adviser checked the deposit and use of Suzhou Anjie Technology Co.Ltd(002635) raised funds and the construction of the investment project with raised funds through on-site inspection, data access, interview and communication. The main verification methods include: visiting the implementation site of the investment project with raised funds, consulting the bank statements deposited by the company with raised funds, contracts and vouchers related to the use of raised funds Relevant reports issued by accountants and relevant public opinions of the board of directors on the use of raised funds
