China Merchants Securities Co.Ltd(600999)
About Guangdong Ellington Electronics Technology Co.Ltd(603328)
Special verification report on the deposit and use of raised funds in 2021
As a sponsor of the initial public offering of Guangdong Ellington Electronics Technology Co.Ltd(603328) (hereinafter referred to as ” Guangdong Ellington Electronics Technology Co.Ltd(603328) ,” company “or” issuer “), in accordance with the relevant provisions of the measures for the administration of securities issuance and listing sponsorship business, the stock listing rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, China Merchants Securities Co.Ltd(600999) (hereinafter referred to as “China Merchants Securities” or “sponsor”) checked the deposit and use of the raised funds in 2021 of Guangdong Ellington Electronics Technology Co.Ltd(603328) initial public offering of shares, as follows:
1、 Basic information and use progress of the company’s raised funds
(I) availability of funds raised by the company
Approved by the reply on approving Guangdong Ellington Electronics Technology Co.Ltd(603328) initial public offering of shares (zjxk [2014] No. 577) of China Securities Regulatory Commission and approved by Shanghai Stock Exchange, Guangdong Ellington Electronics Technology Co.Ltd(603328) publicly issued 90 million RMB common shares (A shares) to the public, with an issue price of 15.31 yuan per share and a total raised capital of 137790000000 yuan. The raised capital after deducting the underwriting fee and recommendation fee of 5749390000 yuan is 132040610000 yuan, which has been deposited by the lead underwriter China Merchants Securities Co.Ltd(600999) into the company’s raised capital supervision accounts opened at China Citic Bank Corporation Limited(601998) Zhongshan branch and Bank Of China Limited(601988) Zhongshan triangle sub branch on June 24, 2014; After deducting other issuance expenses of RMB 1283350000, the net amount of raised funds is RMB 130757260000. All the net funds raised above will be used for the “multi-layer printed circuit board project with an annual output of 1.1 million square meters” and “HDI printed circuit board project with an annual output of 450000 square meters”. The availability of the above raised funds was verified and confirmed by Dahua Certified Public Accountants (special general partnership), which issued the capital verification report “Dahua Yan Zi [2014] No. 000233”.
The initial storage of the raised funds account is as follows:
Unit: 10000 yuan
Purpose of initial deposit amount in special account bank account
China Citic Bank Corporation Limited(601998) Zhongshan branch 744 Ningbo Zhoushan Port Company Limited(601018) 260004699167038.69 annual 450000 square meter HDI printed circuit board project
Bank Of China Limited(601988) Zhongshan triangle sub branch 64836364172565001.92 multi-layer printed circuit board project with an annual output of 1.1 million square meters
Total – 13204061-
(II) use and balance of raised funds
The total investment of the project raised by the company is 13080212 million yuan, and the net amount of funds actually raised is 13075726 million yuan. The company has used 8146932 million yuan of raised funds in previous years, and the total amount of raised funds used by the company in 2021 was 263408 million yuan. As of December 31, 2021, the company has used 10781012 million yuan of raised funds, and the net amount of accumulated bank deposit interest received after deducting bank handling charges was 1741667 million yuan, deducting 203300 yuan of interest transferred out before the special account for raised funds of Bank Of China Limited(601988) Zhongshan triangle sub branch was closed, The balance of the company’s special account for raised funds totaled 403434800 yuan (including interest of 1457459 million yuan).
2、 Management of raised funds
In order to standardize the management and use of raised funds and protect the rights and interests of investors, the company has formulated the management system for the special storage and use of Guangdong Ellington Electronics Technology Co.Ltd(603328) raised funds (hereinafter referred to as the “management system”) in accordance with the company law, the securities law and other laws and regulations and in combination with the actual situation of the company. The management system was deliberated and adopted at the second meeting of the second board of directors of the company, It was approved by the resolution of the company’s 2010 annual general meeting of shareholders.
According to the requirements of the management system and in combination with the company’s business needs, the company establishes a special account storage system for raised funds, and implements strict approval procedures for the use of raised funds to ensure that the special funds are used for special purposes; The authorized sponsor representative can inquire the information of the special account for raised funds at the bank that opens the special account for raised funds at any time; The commercial bank shall issue a statement of account to the company every month and send a copy to the recommendation institution; If the total amount of funds raised by the bank reaches RMB Shanghai Pudong Development Bank Co.Ltd(600000) within three months after signing the list of funds to be raised by the bank or the total amount of funds to be provided by the bank on behalf of the company by fax, and the total amount of funds to be withdrawn from the issuer within three months after signing the list of funds to be raised by the bank shall be deducted in a timely manner; At the same time, the recommendation representative can inquire the information of the special account for raised funds at the commercial bank that has opened the special account for raised funds at any time as needed. There is no significant difference between the tripartite supervision agreement signed between the company, China Merchants Securities Co.Ltd(600999) and the bank and the model tripartite supervision agreement of Shanghai Stock Exchange. As of December 31, 2021, all parties to the agreement have performed relevant responsibilities in accordance with the provisions of the agreement.
In order to further improve the use efficiency of raised funds, broaden financing channels and establish a good bank enterprise cooperation relationship, the company opened a new special fund-raising account for the “700000 square meter annual multi-layer printed circuit board project” in Industrial Bank Co.Ltd(601166) Zhongshan Development Zone Science and technology branch in 2019, Transfer part of the raised funds originally deposited in China Citic Bank Corporation Limited(601998) Zhongshan branch for the “multi-layer printed circuit board project with an annual output of 700000 square meters” into the newly opened special account for raised funds.
As of December 31, 2021, the storage of the company’s raised funds is listed as follows:
Unit: 10000 yuan
Initial deposit amount of special account bank account nature balance of raised funds deposit account
China Citic Bank Corporation Limited(601998) Zhongshan branch 744 Ningbo Zhoushan Port Company Limited(601018) 260004699167038.69 16.73 current and fixed
Industrial Bank Co.Ltd(601166) Zhongshan development 396050100072486 – 4032675 current and Dingqu science and technology sub branch phase I
Bank Of China Limited(601988) Zhongshan triangle 64836364172565001.92 – current and fixed sub branches
Total – 132040614034348-
Note: Bank Of China Limited(601988) Zhongshan triangle sub branch’s bank account with account number 648363641725 was closed on June 27, 2018. The interest of 20325635 yuan generated before the closing of the special account for raised funds has been transferred to the company’s own fund account for permanent replenishment of working capital.
3、 Actual use of raised funds in 2021
The actual use of the company’s raised funds in 2021 is shown in the attached table “comparison table of the use of raised funds”. 4、 Change the use of funds of raised investment projects
In view of the slowdown in the growth of HDI industry in recent years, fierce market competition, the decline in the price of HDI products and the unsatisfactory profitability, in order to improve the efficiency of the use of raised funds, concentrate resources to develop the company’s advantageous business, combined with the company’s development needs, after careful research, the company held the 9th meeting of the Fourth Board of directors on April 23, 2018 and considered and adopted the proposal on changing the investment projects of raised funds, It is agreed to change the “annual output of 450000 square meters of HDI printed circuit board project” to “annual output of 700000 square meters of multi-layer printed circuit board project”. The above-mentioned changes to the investment projects of raised funds were reviewed and approved by the 2017 annual general meeting of shareholders of the company on June 25, 2018.
In addition to the above circumstances, the company has no other circumstances to change the investment projects of raised funds.
The sponsor has drawn the company’s attention to the slow progress of the investment project with raised funds after the change; If the company needs to adjust the fund-raising projects in the future, the company needs to timely perform relevant procedures in accordance with the requirements of relevant laws and regulations.
5、 Problems in the use and disclosure of raised funds
In 2021, the company managed the special account of raised funds in strict accordance with the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the management system for the special storage and use of raised funds. The use and management of the company’s raised funds are legal and effective, and the obligation of information disclosure has been strictly fulfilled. There is no untimely, untrue, inaccurate and incomplete disclosure of the use information of the raised funds, and there is no violation of the management of the raised funds.
6、 Concluding observations of the assurance report issued by the accounting firm on the deposit and use of the company’s annual raised funds
Dahua Certified Public Accountants (special general partnership) verified the deposit and use of the company’s raised funds in 2021 and issued the verification report on the deposit and use of Guangdong Ellington Electronics Technology Co.Ltd(603328) raised funds (dahuahe Zi [2022] No. Zynp Corporation(002448) ).
Dahua Certified Public Accountants (special general partnership) believes that the special report of Guangdong Ellington Electronics Technology Co.Ltd(603328) raised funds is prepared in accordance 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) of China Securities Regulatory Commission, the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and relevant format guidelines, It fairly reflects the deposit and use of raised funds in Guangdong Ellington Electronics Technology Co.Ltd(603328) 2021 in all major aspects.
7、 Concluding comments on the special verification report issued by the recommendation institution on the deposit and use of the company’s annual raised funds
After verification, the recommendation institution believes that the deposit and use of the company’s raised funds in 2021 comply with the provisions of the administrative measures for the recommendation business of securities issuance and listing, the stock listing rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the management system for the special storage and use of Guangdong Ellington Electronics Technology Co.Ltd(603328) raised funds, There is no violation of the purpose of the raised funds and the use of the funds in the special account, and there is no damage to the interests of the shareholders.
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(there is no text on this page, which is the signature and seal page of China Merchants Securities Co.Ltd(600999) special verification report on the deposit and use of raised funds in Guangdong Ellington Electronics Technology Co.Ltd(603328) 2021) sponsor representative: Liu Xingde, Xiao Weichuan
China Merchants Securities Co.Ltd(600999) April 2022
Schedule 1:
Comparison table of use of raised funds
Unit: 10000 yuan
Net amount of raised funds 13075726 total amount of raised funds invested in this year
