China Securities Co.Ltd(601066)
About Suzhou Anjie Technology Co.Ltd(002635)
Special verification opinions on the deposit and use of raised funds in 2021
China Securities Co.Ltd(601066) (hereinafter referred to as “sponsor” and ” China Securities Co.Ltd(601066) “) as the sponsor of Suzhou Anjie Technology Co.Ltd(002635) (hereinafter referred to as ” Suzhou Anjie Technology Co.Ltd(002635) ” and “company”) non-public offering of shares in 2020, checked the deposit and use of raised funds in Suzhou Anjie Technology Co.Ltd(002635) “2021 in accordance with the administrative measures for securities issuance and listing sponsor business, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions, And issued the following verification opinions:
1、 Basic information of raised funds
With the approval of the reply on approving Suzhou Anjie Technology Co.Ltd(002635) non-public Development Bank shares (zjxk [2020] No. 1958) issued by the China Securities Regulatory Commission, 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. After 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 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 this time is less than the funds to be invested, the company is based on the actual net amount of funds raised and the priorities of the project, Adjust the actual amount of funds raised for investment projects with raised funds. 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 for 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 “new energy vehicles and information storage equipment group”
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 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 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 The board of supervisors agreed to add Suzhou gefan hardware and plastic industry Co., Ltd. (hereinafter referred to as “gefan hardware”) as the implementation subject of the raised investment project “new energy vehicle and information storage equipment parts and components expansion project”, and use 182 million yuan to raise funds to provide loans to Shixin Technology and gefan hardware to implement the raised investment project. The company signed the tripartite supervision agreement on raised funds with the recommendation institutions China Securities Co.Ltd(601066) , Bank Of Ningbo Co.Ltd(002142) Suzhou Branch, with an account number of 75070122000461641.
On September 29, 2021, the company held the 31st meeting of the 4th board of directors and the 24th Meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting the investment amount between different implementation entities of the same raised investment project and adjusting the loan amount of using the raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects, The board of directors of the company agreed to adjust the investment amount between different implementation entities of the same raised investment project of the raised investment project “new energy vehicle and information storage equipment parts and components expansion project”. The company plans to change the implementation entity of the raised fund of the raised investment project “new energy vehicle and information storage equipment parts and components expansion project” from standard hardware to new technology, The company uses the raised funds to provide loans to the wholly-owned subsidiaries of Shixin technology and gefan hardware to implement the raised investment projects, and the amount of the investment amount distribution and loan amount of the raised funds after adjustment are respectively Shixin Technology: 130 million yuan; Gefan Hardware: 52 million yuan.
On September 29, 2021, the company held the 31st meeting of the 4th board of directors and the 24th Meeting of the 4th board of supervisors, deliberated and approved the proposal on increasing the implementation subject of some raised investment projects and using the raised funds to provide loans to wholly-owned subsidiaries to implement raised investment projects. The board of directors of the company agreed to increase the implementation subject of the raised investment project “headquarters R & D center construction project” to new technology, At the same time, the company used 25 million yuan of raised funds to provide loans to Shixin technology, a wholly-owned subsidiary, to implement raised investment projects. The company has signed the fund raising agreement with Wu Jianyi and the supervision institution of the company.
On November 23, 2021, the company held the 33rd meeting of the 4th board of directors and approved the proposal on changing part of the special account for raised funds. The board of directors of the company agreed to change the special account for raised funds of the wholly-owned subsidiary Shixin technology for the “headquarters R & D center construction project” from Jiangsu Suzhou Rural Commercial Bank Co.Ltd(603323) Wuzhong sub branch to Bank Of Suzhou Co.Ltd(002966) Suzhou Branch. The company, Shixin technology and the sponsor China Securities Co.Ltd(601066) , Bank Of Suzhou Co.Ltd(002966) Suzhou Branch signed the tripartite supervision agreement for raised funds, with an account number of 516321 Shenzhen Ecobeauty Co.Ltd(000010) 66. In view of the change of the special account for raised funds, some special accounts for raised funds are no longer used. In order to facilitate bank account management, the company has completed the cancellation procedures of the special account for raised funds of Jiangsu Suzhou Rural Commercial Bank Co.Ltd(603323) Wuzhong sub branch on December 7, 2021. The cancellation information is as follows: the account name is suitable for Xinke technology, the account number is 070667826120100115269, and the relevant tripartite supervision agreement for raised funds is terminated accordingly.
As of December 31, 2021, Suzhou Anjie Technology Co.Ltd(002635) “intelligent terminal parts and components expansion project” has raised fund account balance of 22235411341 yuan, including bank deposit balance of 203490773 yuan (including deposit interest income) and financial balance of 20200503611 yuan. The special account is only used for the storage and use of the funds raised by the “intelligent terminal parts and components expansion project”, and shall not be used for other purposes.
As of December 31, 2021, Suzhou Anjie Technology Co.Ltd(002635) “headquarters R & D center construction project” raised fund account balance is 3081799369 yuan, including bank deposit balance of 81799369 yuan (including deposit interest income) and financial management balance of 3000000000 yuan. The special account is only used for the storage and use of the funds raised by the “headquarters R & D center construction project”, and shall not be used for other purposes.
As of December 31, 2021, the balance of the special fund-raising account of “headquarters R & D center construction project” of Shixin technology is 4.56 yuan, including 4.56 yuan of bank deposit balance (including deposit interest income) and 0.00 yuan of financial balance. The special account is only used for the storage and use of the funds raised by the “headquarters R & D center construction project”, and shall not be used for other purposes.
As of December 31, 2021, the balance of the special fund-raising account of “new energy vehicle and information storage equipment parts and components expansion project” of Shixin technology is 1183586921 yuan, including 43586921 yuan of bank deposit balance (including deposit interest income) and 1140000000 yuan of financial balance. The special account is only used for the storage and use of the funds raised by the “new energy vehicle and information storage equipment parts and components expansion project”, and shall not be used for other purposes.
As of December 31, 2021, the balance of the special fund-raising account of gefan hardware “new energy vehicle and information storage equipment parts and components expansion project” is 906797801 yuan, including 6797801 yuan of bank deposit balance (including deposit interest income) and 900000000 yuan of financial balance. The special account is only used for the storage and use of the funds raised by the “new energy vehicle and information storage equipment parts and components expansion 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 business needs, the company stores the raised funds in a special account, signs a tripartite supervision agreement on raised funds with the special account bank and China Securities Co.Ltd(601066) bank, and strictly approves the use of raised funds to ensure that the special funds are used for a specific purpose. 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.
3、 Actual use of raised funds this year
(I) comparison table of use of raised funds
See the Annex: comparison table of the use of raised funds for details.
(II) reasons and conditions for the inability to calculate the benefits of investment projects with raised funds separately
The “headquarters R & D center construction project” does not directly generate profits and cannot calculate the benefits separately. However, after the completion of the project, the company’s R & D capacity will be further improved, which is conducive to developing new products, creating new profit growth points and improving the company’s overall core competitiveness.
(III) cash management of idle raised funds
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 cash management with temporarily idle raised funds. The board of directors agreed that the company and its subsidiaries should use new technology and standard hardware for no more than 600 million people
Mincoin temporarily idle the raised funds for cash management to ensure cash management without affecting the progress of the investment projects invested by the raised funds, 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 valid within 12 months from the date of deliberation and approval at the 21st Meeting of the Fourth Board of directors of the company, Within the above use period 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 and the 27th meeting of the 4th board of supervisors, which deliberated and approved the proposal on using some temporarily idle raised funds for cash management. The board of directors of the company agreed that the company and its subsidiaries should use no more than 350 million yuan of temporarily idle raised funds for cash management. Ensure that the investment project of raised funds is not 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 limit, funds can be used on a rolling basis.
As of the date of issuance of this verification opinion, the specific information of the special settlement account for financial products of raised funds opened by the company is as follows:
No. account opening institution account opening name account opening time status
Jiangsu Rural Commercial Bank Co., Ltd. Wu Yuzhong sub branch, may 20205
3. Jiangsu Suzhou rural commercial bank gefan hardware 070667826120100113708 cancelled Wuzhong sub branch of Co., Ltd. in September 2021
(IV) description of abnormal conditions in the project invested by raised funds
There is no abnormality in the investment project of raised funds.
4、 Change the use of funds for investment projects with raised funds
During the reporting period, the company did not change the investment projects of raised funds.
5、 Problems in the use and disclosure of raised funds
During the reporting period, the company did not have the problem of improper use and disclosure of raised funds.
During the reporting period, the company strictly followed the national laws and regulations and the requirements of the securities regulatory authorities, followed the company’s measures for the management of raised funds, the tripartite supervision agreement on 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 raised funds in Suzhou Anjie Technology Co.Ltd(002635) 2021
Notarial Tianye Certified Public Accountants (special general partnership) verified Suzhou Anjie Technology Co.Ltd(002635) the special report on the deposit and actual use of raised funds in 2021 and issued the verification report. It is considered that ” Suzhou Anjie Technology Co.Ltd(002635) the special report on the annual deposit and actual use of raised funds in 2021 prepared by the management of Suzhou Anjie Technology Co.Ltd(002635) is in line with Shenzhen
