TCL Technology Group Co., Ltd
Special report on the deposit and use of raised funds in 2021
1、 Basic information of raised funds
According to the resolutions of the 26th meeting of the 6th board of directors held on April 28, 2020, the 3rd extraordinary general meeting of shareholders held on June 15, 2020, the 2nd 19th meeting of the 6th 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 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.
The company’s purchase of assets by issuing shares and convertible bonds to Wuhan industrial investment does not involve the actual inflow of raised funds, and there is no time for the arrival of funds and the deposit of funds in the special account. The management and use of supporting funds raised by non-public issuance of convertible corporate bonds are described as follows.
2、 Management of raised funds
In order to regulate the management and use of raised funds and protect the rights and interests of investors, the company, 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, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and other laws and regulations, and in combination with the actual situation of the company, The management measures for the use of raised funds of TCL Technology Group Co., Ltd. (hereinafter referred to as the “management measures for the use of raised funds”) was formulated, which was deliberated and adopted by the 32nd meeting of the sixth board of directors of the company in 2020.
In accordance with the requirements of the administrative measures for the use of raised funds 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 examination and 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 exclusively. According to the verification report on the availability of subscription funds for non-public Development Bank convertible corporate bonds of TCL Technology Group Co., Ltd. (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: two billion six hundred million yuan only) from the issuance of 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 provisions of 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 yuan
Bank name account number initial deposit amount storage method China Industrial And Commercial Bank Of China Limited(601398) Huizhou Branch huitai sub branch 2008021229200155246256880000000 current account
Total 256880000000
3、 Use of raised funds in 2021
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 listed as follows: amount unit: RMB
Bank name account No. deadline: December 2021 storage method
Balance as of December 31
China Industrial And Commercial Bank Of China Limited(601398) Huizhou Branch huitai sub branch 2008021229200155246440.44 current account
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 the depositor.
The actual use of raised funds is shown in the following “attached table: table of use of raised funds”.
4、 Change the use of funds for investment projects with raised funds
The company’s non-public issuance of convertible corporate bonds does not change the raised investment projects.
5、 Problems in the use and disclosure of raised funds
The information about the use of raised funds disclosed by the company is timely, true, accurate and complete, and there are no violations in the use and management of raised funds.
(there is no text on this page, which is the seal page of the special report on the deposit and use of raised funds of TCL Technology Group Co., Ltd. in 2021.)
TCL Technology Group Co., Ltd. (seal) April 27, 2002
Schedule
Use of raised funds
Prepared by: TCL Technology Group Co., Ltd
Monetary unit: RMB 10000
The total amount of raised funds is 25688000. The total amount of raised funds invested in this year is 67.60. The total amount of raised funds with changed purposes during the reporting period–
Total amount of raised funds for accumulative change of purpose — the proportion of total amount of raised funds invested in accumulative change of purpose 25689496–
Whether it has changed. By the end of the period, the project has reached the project feasibility commitment investment project and the total adjusted investment of the raised capital commitment investment project. (1) the investment amount of the current year has been invested by the end of the period, and the investment progress is scheduled to make whether the current year has reached the target or not (including part of the amount (2) (%) (3) the current benefit is expected to be great
Change) = (2) / (1) date change commitment investment project–
1. Acquisition of Wuhan Huaxing optoelectronics 39.95% no 1617 Konka Group Co.Ltd(000016) 170000 — 16170000 100.00 n / a n / a n / a n / a n / A
stock right
2. Repayment and supplement of debts of listed companies 9518 Sinotruk Jinan Truck Co.Ltd(000951) 8000 67.609519496 100.00 n / a n / a n / a n / a n / A
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
There is no over raised capital invested in the company
Subtotal of investment of over raised funds ————————– total ————————– circumstances and reasons for not reaching the planned progress or expected income (not applicable to specific raised investment items) in case of major changes in the feasibility of the project, explain the amount, purpose and use progress of the over raised funds
Changes in the implementation location of projects invested with raised funds are not applicable, and adjustments in the implementation mode of projects invested with raised funds are not applicable
Advance investment of investment projects with raised funds 202
