Citic Securities Company Limited(600030)
About TCL Technology Group Co., Ltd
Special verification report on the deposit and use of raised funds in 2021
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “independent financial consultant”) as the independent financial consultant of Tcl Technology Group Corporation(000100) (hereinafter referred to as “TCL technology”, “listed company” or “company”) for the project of issuing shares, convertible corporate bonds, paying cash to purchase assets and raising supporting funds (hereinafter referred to as “this reorganization” or “this transaction”), according to the company law of the people’s Republic of China The relevant provisions and requirements of laws and regulations such as the securities law of the people’s Republic of China, the guidelines on self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the guidelines on supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) have carefully verified the deposit and use of raised funds of TCL technology in 2021, The verification and opinions are as follows:
1、 Basic information of raised funds
According to the resolutions of the 26th meeting of the sixth board of directors held on April 28, 2020, the third extraordinary general meeting of shareholders held on June 15, 2020, the 29th meeting of the sixth board of directors held on August 27, 2020 The proposal on the company issuing shares and convertible corporate bonds to specific objects and paying cash to purchase assets and raise supporting funds adopted by the resolution of the fifth extraordinary general meeting of shareholders in 2020 held on September 14, 2020, and the agreement on issuing shares, convertible corporate bonds and paying cash to purchase assets signed by the company and Wuhan Optics Valley Industrial Investment Co., Ltd. (hereinafter referred to as “Wuhan industrial investment”), Tcl Technology Group Corporation(000100) group company plans to purchase 39.95% equity of Wuhan Huaxing Photoelectric Technology Co., Ltd. (hereinafter referred to as “Wuhan Huaxing photoelectric”) from Wuhan industrial investment. The price of this transaction is 4217 million yuan, of which the consideration paid by issuing RMB ordinary shares is 2 million yuan, the consideration paid by issuing convertible corporate bonds is 600 million yuan, and the consideration paid in cash is 1617 million yuan. The price of issuing RMB ordinary shares is 3.91 yuan / share, and the number of shares issued is 511508951. The price of issuing convertible corporate bonds is 100 yuan / piece, and the number of shares issued is 6 million.
On October 10, 2020, China Securities Regulatory Commission approved and issued the reply on approving TCL Technology Group Co., Ltd. to issue shares and convertible corporate bonds to Wuhan Optics Valley Industrial Investment Co., Ltd. to purchase assets and raise supporting funds (zjxk [2020] No. 2521), approving the company to issue shares and convertible corporate bonds to Wuhan Industrial Investment Co., Ltd. to purchase assets, The supporting funds raised by non-public issuance of convertible corporate bonds shall not exceed 2.6 billion yuan.
2、 Management of raised funds
In order to regulate the management and use of the raised funds and protect the rights and interests of investors, the company shall, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidance No. 1 of listed companies of Shenzhen Stock Exchange – standardized operation of listed companies on the main board 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 other laws and regulations have formulated the management system of raised funds of TCL Technology Group Co., Ltd. (hereinafter referred to as the “management system”) in combination with the actual situation of the company. The management system was deliberated and adopted by the 16th meeting of the 5th board of directors of the company in 2015, It was approved by the third extraordinary general meeting of shareholders in 2015.
In accordance with the requirements of the management system and in combination with the company’s business needs, the company signed the tripartite supervision agreement on raised funds with Industrial And Commercial Bank Of China Limited(601398) Huizhou Branch and Citic Securities Company Limited(600030) in 2020 to implement strict approval procedures for the use of supporting funds raised by non-public issuance of convertible corporate bonds, so as to ensure that the special funds are used for special purposes.
According to the verification report on the availability of Tcl Technology Group Corporation(000100) non-public Development Bank convertible corporate bonds subscription funds (Dahua Yan Zi [2020] No. Genimous Technology Co.Ltd(000676) ) issued by Dahua Certified Public Accountants (special general partnership) on November 23, 2020, as of November 20, 2020, the company had raised a total of 2600 million yuan (in words: RMB 2.6 billion yuan only) by issuing convertible corporate bonds, After deducting RMB 3.18 million (including RMB 2.58 million) of the underwriting fee, the uncollected capital (including RMB 2.58 million) is the underwriting fee. In accordance with the measures for the administration of securities issuance of listed companies, the company has opened a special account for the storage of raised funds in the following banks. The storage of raised funds is listed as follows:
Monetary unit: RMB
Bank name account number initial deposit amount storage method
China Industrial And Commercial Bank Of China Limited(601398) Huizhou Branch 2008021229200155246256880000000 current bank huitai sub branch
Total 256880000000
3、 Use of raised funds
In 2020, the company raised a total of 2568.8 million yuan of supporting funds from non-public issuance of convertible corporate bonds (excluding underwriting expenses), and 25682736 million yuan has been used in 2020, including 1617 million yuan of cash consideration paid in this transaction and 9512736 million yuan of debt repaid to listed companies, which is consistent with the purpose of the raised funds promised when issuing corporate bonds. As of December 31, 2020, the unused amount is 676000 yuan (including 149600 yuan after deducting handling fees from the accumulated interest income stored in the special account). In 2021, according to the use plan of raised funds, the company used all the unused funds of 676000 yuan of the previous year to repay the debts of listed companies and supplement working capital. As of December 31, 2021, the storage of raised funds is shown as follows:
Monetary unit: RMB
Bank name account number closing date balance storage method
China Industrial And Commercial Bank Of China Limited(601398) Huizhou Branch 2008021229200155246440.44 current bank huitai sub branch
Total 440.44
The raised funds have been used as planned, and the unused amount is 440.44 yuan, which is the accumulated interest income of depositors. See the annex “table of use of raised funds” for the actual use of raised funds.
4、 Change the use of funds of raised investment projects
The company’s non-public issuance of convertible corporate bonds does not change the raised investment projects.
5、 Verification opinions of independent financial advisor
The independent financial consultant consulted the bank statement of the company’s raised funds and the original vouchers for the use of large raised funds, and obtained the standing book for the use of the company’s raised funds; We consulted the relevant reports of intermediaries, relevant announcements and supporting documents on the use of raised funds, and interviewed relevant personnel.
After verification, the independent financial adviser believes that the deposit and use of the company’s raised funds comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board According to the requirements of relevant provisions 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 raised funds have been stored and used in a special account, and the relevant information disclosure obligations have been performed in time. The specific use of raised funds is consistent with that disclosed by the company, and there is no illegal use of raised funds. After the use of the raised funds, the tripartite supervision agreement signed by the company with the independent financial consultant and the Bank of deposit of the special account for raised funds shall be terminated accordingly.
Appendix: use of raised funds
Use of raised funds
Unit: RMB 10000
The total amount of raised funds is 25688000, and the total amount of raised funds invested in this year is 67.60
Total amount of raised funds with changed purposes during the reporting period—
Total amount of raised funds with accumulative change of purpose — the proportion of total amount of raised funds with accumulative change of purpose is 25689496—
Whether it has changed the total investment amount of the current year after the adjustment of the investment commitment of the raised funds of the Department (including the total investment amount of the current year (%) as of the end of the period) (3) = whether the availability is achieved or not, whether the raised funds are invested in sub change) total amount of capital (1) amount (2) (2) / (1) state benefits, and significant date changes in expected benefits
Committed investment projects
1. Acquisition of 39.95% equity of Wuhan Huaxing optoelectronics no 16170000 – 16170000 100.00 not applicable not applicable not applicable not applicable
2. Whether to repay the debts of the listed company 9518 Sinotruk Jinan Truck Co.Ltd(000951) 8000 67.609519496 100.00 not applicable not applicable not applicable not applicable and supplementary working capital
Subtotal of committed investment projects 256880 Shanghai Bairun Investment Holding Group Co.Ltd(002568) 8000 67.6025689496 100.00 n / a n / a n / a n / A
The investment direction of over raised funds is not applicable
Subtotal of investment of over raised funds ————
Total ————
