Suzhou Anjie Technology Co.Ltd(002635)
Assurance Report
Year 2021
Gongzheng Tianye Certified Public Accountants (special general partnership), SGP
China. Jiangsu Wuxi Wuxi Jiangsu . China
Switchboard: 86 (510) 68798988 Tel: 86 (510) 68798988
Fax: 86 (510) 68567788 Fax: 86 (510) 68567788
Email: [email protected]. E-mail： [email protected].
Verification report on the deposit and use of raised funds
Sugong w [2022] E1107 Suzhou Anjie Technology Co.Ltd(002635) all shareholders:
We are entrusted to verify the attached special report on the deposit and actual use of raised funds (hereinafter referred to as the "special report on raised funds") of Suzhou Anjie Technology Co.Ltd(002635) (hereinafter referred to as Suzhou Anjie Technology Co.Ltd(002635) ) in 2021.
1、 Restrictions on the users and purposes of the report
This assurance report is only used for the disclosure of Suzhou Anjie Technology Co.Ltd(002635) annual report and shall not be used for any other purpose. We agree to take this assurance report as a necessary document of Suzhou Anjie Technology Co.Ltd(002635) annual report, submit it together with other documents and disclose it to the public.
2、 Responsibilities of the board of directors
Suzhou Anjie Technology Co.Ltd(002635) the responsibility of the board of directors is to provide true, legal and complete relevant materials 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) of China Securities Regulatory Commission The Shenzhen Stock Exchange shall prepare the special report on raised funds in accordance with the provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board of Shenzhen Stock Exchange and the relevant format guidelines, and ensure that its content is true, accurate and complete without false records, misleading statements or major omissions.
3、 Responsibilities of Certified Public Accountants
Our responsibility is to put forward the assurance conclusion of the above special report on raised funds prepared by the board of directors of Suzhou Anjie Technology Co.Ltd(002635) on the basis of the implementation of the assurance work.
4、 Job overview
We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 - assurance business other than audit or review of historical financial information. The standard requires us to plan and implement assurance work to obtain reasonable assurance on whether the information of the assurance object is free from material misstatement. In the process of assurance, we conducted prudent investigation and implemented procedures that we considered necessary, including checking accounting records. We believe that our assurance work provides a reasonable basis for expressing opinions.
5、 Assurance conclusion
We believe that the 2021 special report on raised funds prepared by Suzhou Anjie Technology Co.Ltd(002635) board of directors complies 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 relevant format guidelines, It truthfully reflects the actual deposit and use of Suzhou Anjie Technology Co.Ltd(002635) raised funds in 2021 in all major aspects.
Notary Tianye certified public accountants Ding Chunrong, Chinese certified public accountant
(special general partnership) (project partner)
Chinese certified public accountant Wang Shuren
Wuxi, China April 6, 2022
Suzhou Anjie Technology Co.Ltd(002635)
Special report on the deposit and actual use of raised funds in 2021
According to the China Securities Regulatory Commission's "guidelines on the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022)", Shenzhen Stock Exchange's "guidelines on the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of Companies listed on the main board" and relevant format guidelines, The deposit and actual use of the raised funds of Suzhou Anjie Technology Co.Ltd(002635) (hereinafter referred to as " Suzhou Anjie Technology Co.Ltd(002635) " or "the company") in 2021 are described as follows:
1、 Basic information of raised funds
1. 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.
On August 31, 2018, the proposal on changing the main body of Weibo precision metal Investment Co., Ltd. into a wholly-owned subsidiary of Weibo Technology Co., Ltd. was reviewed and approved at the 31st meeting of the board of directors of Weibo precision metal Investment Co., Ltd. (hereinafter referred to as "the third meeting of the board of directors of Weibo precision metal Investment Co., Ltd."), The original planned leased plant and plant reconstruction were changed to the land purchased by Weibo metal and the plant was built for the use of the project.
On September 18, 2018, the company held the 33rd meeting of the third board of directors, 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 "consumer electronics metal precision" of 19696510872 yuan and paid in registered capital of 280 million yuan, the company, Weibo metal and the sponsor underwriter Anxin Securities Co., Ltd. (hereinafter referred to as "Anxin securities") Ping An Bank Co.Ltd(000001) Huizhou Branch has signed the four party supervision agreement on raised funds, 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 change of the special account for raised funds, some special accounts for raised funds will no longer be used. In order to facilitate bank account management, the company has completed the account cancellation procedures of Ping An Bank Co.Ltd(000001) Huizhou Branch's special account for raised funds on June 24, 2021. The account cancellation information is as follows: account name Weibo precision, account number 15464499740021; 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. Basic information of funds raised by non-public offering in 2020
With the approval of the reply on approving Suzhou Anjie Technology Co.Ltd(002635) non-public shares issued by the China Securities Regulatory Commission (zjxk [2020] No. 1958), the company issued 67183558 RMB ordinary shares (A shares) to 19 specific investors at an issue price of 15.09 yuan per share, raising a total of 101379989022 yuan, deducting the issuance expenses of 894866291 yuan, The net amount of funds actually raised was 100485122731 yuan. On December 21, 2020, all the above raised funds have been in place, which has been verified by notary Tianye Certified Public Accountants (special general partnership) and issued the capital verification report "Sugong w [2020] No. b143".
On January 13, 2021, the company held the 21st Meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the amount of raised funds to be invested in the investment project of non-public development bank stock raised funds in 2020. Since the net amount of non-public funds actually raised is less than the funds to be invested, the company is now based on the actual net amount of funds raised, According to the priorities of the project, the actual amount of raised funds invested in the project invested by raised funds shall be adjusted. The company signed the tripartite supervision agreement on raised funds with the sponsor China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) ") and Bank Of Suzhou Co.Ltd(002966) Suzhou Branch, with account numbers of 5161830 Nanning Sugar Industry Co.Ltd(000911) and 515980 China Baoan Group Co.Ltd(000009) 20 respectively. The raised and invested projects are "intelligent terminal parts and components expansion project" and "headquarters R & D center construction project" respectively; The company and its wholly-owned subsidiary Shixin Technology (Suzhou) Co., Ltd. (hereinafter referred to as "Shixin technology") signed the tripartite supervision agreement on raised funds with the sponsor China Securities Co.Ltd(601066) , Bank Of Ningbo Co.Ltd(002142) Suzhou Branch, with an account number of 75070122000452910, and the raised investment project is "production expansion project of new energy vehicles and information storage equipment components".
The company held the 21st Meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors on January 13, 2021, and deliberated and adopted the proposal on using raised funds to replace self raised funds for pre invested projects and paid issuance expenses, The board of directors of the company agreed to use the raised funds of 17816944230 yuan (including 17687209931 yuan of raised investment projects and 129734299 yuan of issuance expenses) to replace the self raised funds invested in raised investment projects in advance and paid issuance expenses.
The company was established on January 1, 2021
