Dongxing Securities Corporation Limited(601198)
About Shenzhen Jame Technology Corp.Ltd(300868)
Special verification opinions on the deposit and use of raised funds in 2021
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as " Dongxing Securities Corporation Limited(601198) " or "sponsor") as a sponsor of Shenzhen Jame Technology Corp.Ltd(300868) (hereinafter referred to as "company", "listed company" or " Shenzhen Jame Technology Corp.Ltd(300868) ") from August 2020, In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem (revised in 2020), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, the deposit and use of raised funds in Shenzhen Jame Technology Corp.Ltd(300868) 2021 were verified, and the following verification opinions were issued:
1、 Basic information of raised funds
(I) the actual amount of funds raised and the arrival time of funds after deducting the issuance expenses
The registration of Shenzhen Jame Technology Corp.Ltd(300868) initial public offering shares was approved by the reply on Approving the registration of Shenzhen Jame Technology Corp.Ltd(300868) initial public offering shares (zjxk [2020] No. 1585) of China Securities Regulatory Commission, and the notice on the listing of Shenzhen Jame Technology Corp.Ltd(300868) RMB common shares on GEM (SZS [2020] No. 743) of Shenzhen Stock Exchange agreed that Shenzhen Jame Technology Corp.Ltd(300868) issued 32 million RMB common shares (A shares) to the public, The issue price is 41.26 yuan per share, and the total amount of funds raised is 132032000000 yuan. After deducting 13061690566 yuan of underwriting fees, recommendation fees, audit, capital verification and evaluation fees, lawyer fees, information disclosure and other issuance fees, the actual net amount of funds raised is 118970309434 yuan. The availability of the above funds has been verified by Daxin Certified Public Accountants (special general partnership) and a capital verification report of "Daxin Yan Zi [2020] No. 500017" has been issued.
(II) use and balance of raised funds
Project amount (10000 yuan)
Net raised funds 11897031
Plus: the net amount of bank deposit interest and wealth management income received in 2020 after deducting bank handling charges is 112632
Less: amount used in previous years 0
Less: total amount of raised funds invested (including replacement amount, see Note 1 for details) 1362232
Plus: the net amount of bank deposit interest and wealth management income received in the current period minus bank handling charges is 189252
Less: cash management transfer out amount 10680000
As of December 31, 2021, the balance of the special account for raised funds was 156682
Note 1: after the deliberation and approval of the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors held on January 12, 2021, it is agreed that the company will use the raised funds to replace the self owned funds invested in the raised funds investment projects in advance, and the replacement amount is 227804 million yuan. The independent directors of the company have issued explicit consent opinions, and the recommendation institution has issued special verification opinions.
2、 Deposit and 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 Shenzhen Jame Technology Corp.Ltd(300868) raised funds management system (hereinafter referred to as the "management system") in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and other documents of the CSRC and in combination with the actual situation of the company, The management system was revised and adopted at the third meeting of the third board of directors held on December 11, 2020 and the fourth extraordinary general meeting of shareholders held on December 29, 2020. Meanwhile, the company has signed the tripartite supervision agreement on raised funds with the sponsor, Bank Of Communications Co.Ltd(601328) Shenzhen Branch and China Merchants Bank Co.Ltd(600036) Longhua sub branch on August 31, 2020.
On January 12, 2021, the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors deliberated and approved the proposal on using the raised funds to increase capital to wholly-owned subsidiaries for the implementation of raised investment projects, and the fourth meeting of the third board of directors deliberated and approved the proposal on opening a special account for raised funds for wholly-owned subsidiaries and authorizing the signing of a four party supervision agreement for raised funds, It is agreed that the company will use the raised capital of 662370300 yuan to increase the capital of Dongguan jiezhiyang Plastic Industry Co., Ltd. (hereinafter referred to as "jiezhiyang") to implement the "production expansion project of mobile intelligent terminal accessories", and use the raised capital of 100 million yuan to increase the capital of Shenzhen Zhongchuang excellence Technology Co., Ltd. (hereinafter referred to as "Zhongchuang excellence") to implement the "brand construction and marketing network upgrading project". On February 7, 2021, jiezhiyang opened a special account for raised funds and signed the four party supervision agreement for raised funds with the company, Bank Of China Limited(601988) Shenzhen Buji sub branch, Dongxing Securities Corporation Limited(601198) Shenzhen Buji sub branch; On February 1, 2021, Zhongchuang excellence opened a special account for raised funds and signed the four party supervision agreement for raised funds with the company, Hua Xia Bank Co.Limited(600015) Shenzhen Zhuzilin sub branch, Dongxing Securities Corporation Limited(601198) Shenzhen Zhuzilin sub branch.
There is no significant difference between the raised funds supervision agreement signed by the company and its subsidiaries and the model supervision agreement. At present, the supervision agreement is under normal implementation.
As of December 31, 2021, the deposits of raised funds in bank accounts are as follows:
Account name opening bank account number closing balance (yuan)
Shenzhen Jame Technology Corp.Ltd(300868) China Merchants Bank Co.Ltd(600036) Shenzhen Longhua sub branch 755919298310807487085294
Shenzhen Jame Technology Corp.Ltd(300868) China Merchants Bank Co.Ltd(600036) Shenzhen Longhua sub branch 755919298382001524000000000
Shenzhen Jame Technology Corp.Ltd(300868) Bank Of Communications Co.Ltd(601328) Shenzhen Xiangzhou sub branch 443066065013 Zhejiang East Crystal Electronic Co.Ltd(002199) 578222429022
Shenzhen Jame Technology Corp.Ltd(300868) Bank Of Communications Co.Ltd(601328) Shenzhen Xiangzhou sub branch 443066065013 Zhejiang East Crystal Electronic Co.Ltd(002199) 57815400000000
Shenzhen Jame Technology Corp.Ltd(300868) Bank Of Communications Co.Ltd(601328) Shenzhen Xiangzhou sub branch 443066065013 Zhejiang East Crystal Electronic Co.Ltd(002199) 57815400000000
Shenzhen Zhongchuang Zhuoyue Technology Co., Ltd. Hua Xia Bank Co.Limited(600015) Zhuzilin sub branch 1085400 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 27039160976348
Shenzhen Zhongchuang Zhuoyue Technology Co., Ltd. Hua Xia Bank Co.Limited(600015) Zhuzilin sub branch 1085400 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 279365000000000
Shenzhen Zhongchuang Zhuoyue Technology Co., Ltd. Hua Xia Bank Co.Limited(600015) Zhuzilin sub branch 1085400 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 311141000000000
Dongguan jiezhiyang Plastic Industry Co., Ltd. Bank Of China Limited(601988) Shenzhen Bantian sub branch 760174561387696332350
Dongguan jiezhiyang Plastic Industry Co., Ltd. Bank Of China Limited(601988) Shenzhen Bantian sub branch 7601747358444 Shanghai Pudong Development Bank Co.Ltd(600000) 0000
Dongguan jiezhiyang Plastic Industry Co., Ltd. Bank Of China Limited(601988) Shenzhen Bantian sub branch 7471754699255000000000
Dongguan jiezhiyang Plastic Industry Co., Ltd. Bank Of China Limited(601988) Shenzhen Bantian sub branch 7536754 China Eastern Airlines Corporation Limited(600115) 000000000
Dongguan jiezhiyang Plastic Industry Co., Ltd. Bank Of China Limited(601988) Shenzhen Bantian sub branch 7666754647905000000000
Dongguan jiezhiyang Plastic Industry Co., Ltd. Bank Of China Limited(601988) Shenzhen Bantian sub branch 7484754651495000000000
Total 108366823014
Note: Bank Of China Limited(601988) Shenzhen Buji sub branch signed the four party supervision agreement on raised funds with jiezhiyang, and the actual deposit bank is Bank Of China Limited(601988) Shenzhen Bantian sub branch.
3、 Actual use of raised funds this year
(I) use of funds for investment projects with raised funds
As of December 31, 2021, the actual use of the company's raised funds is shown in the attached table comparison table of the use of raised funds.
(II) changes in the place and mode of implementation of the project invested with raised funds
During the reporting period, in view of the supporting facilities and overall scale around Nicheng Xiehe Park, Gaofeng community, Dalang street, Longhua District, Shenzhen are more conducive to the implementation of the construction project of the R & D center, the proposal on changing the implementation location of some investment projects with raised funds was considered and adopted at the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors held on January 12, 2021, It is agreed that the company will change the implementation location of the "technology R & D center construction project" from tongfuyu Industrial Park, Longhua District, Shenzhen to Richeng Xiehe Park, Gaofeng community, Dalang street, Longhua District, Shenzhen. The independent directors of the company have issued explicit consent opinions, and the recommendation institution has issued special verification opinions. For details, please refer to the announcement on changing the implementation location of some raised capital investment projects (Announcement No.: 2021005) disclosed by the company on cninfo.com on January 13, 2021.
(III) advance investment and replacement of investment projects with raised funds
During the reporting period, the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors held on January 12, 2021 deliberated and approved the proposal on using raised funds to replace the self owned funds invested in projects invested with raised funds in advance, and agreed that the company would replace the self owned funds invested in projects invested with raised funds in advance with raised funds, totaling RMB 227804 million. The independent directors of the company have issued explicit consent opinions, and the recommendation institution has issued special verification opinions. For details, please refer to the announcement on using the raised funds to replace the self owned funds of the raised investment projects in advance (Announcement No.: 2021006) disclosed by the company on cninfo.com on January 13, 2021. (IV) temporary replenishment of working capital with idle raised funds
The company did not temporarily supplement working capital with idle raised funds in this year.
(V) cash management of idle raised funds
As the construction of the project invested by the raised funds has a certain period, some of the raised funds are temporarily idle at this stage. At the 21st Meeting of the second board of directors and the 9th meeting of the second board of supervisors held on September 1, 2020, the company deliberated and approved the proposal on using idle raised funds for cash management, and agreed that the company should use idle raised funds of no more than 1.16 billion yuan for cash management. The validity period of the resolution is valid within 12 months from the date of deliberation and approval by the board of directors. Within the above limit, the funds can be recycled and rolled. The independent directors of the company have issued explicit consent opinions, and the recommendation institution has issued special verification opinions.
The third meeting of the third board of directors and the third meeting of the third board of supervisors held on December 11, 2020 and the fourth extraordinary general meeting of shareholders held on December 29, 2020 considered and approved the proposal on adjusting the amount and validity period of cash management and investment and wealth management of idle raised funds and idle self owned funds, and agreed to use idle raised funds of no more than RMB 1.12 billion for cash management The period of validity of the resolution is adjusted to be valid within 12 months from the date of deliberation and adoption of the fourth extraordinary general meeting of shareholders in 2020. The independent directors of the company have issued explicit consent opinions, and the recommendation institution has issued special verification opinions.
The 12th meeting of the third board of directors and the 10th meeting of the third board of supervisors held on December 29, 2021 and the first extraordinary general meeting of 2022 held on January 18, 2022 considered and approved the proposal on cash management with idle raised funds and the investment and wealth management limit and validity period of idle self owned funds, It is agreed that the company will invest and finance the raised funds without affecting the construction of investment projects and the normal operation of the company. The validity period is 12 months from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. The independent directors of the company have issued explicit consent opinions, and the recommendation institution has issued special verification opinions. by
