TCL Technology Group Co., Ltd
Verification report on the deposit and use of raised funds
Dahuhezi [2022] No. 007647
Dahua Certified Public Accountants (special general partnership)
DaHuaCertifiedPublicAccountants（SpecialGeneralPartnership）
TCL Technology Group Co., Ltd
Verification report on the deposit and use of raised funds
(2021)
Table of contents page 1. Verification report on the deposit and use of raised funds 1-2. Special report on the deposit and use of raised funds 1-4 of TCL Technology Group Co., Ltd. in 2021
Dahua Certified Public Accountants (special general partnership) 12 / F, building 7, No. 16 courtyard, Middle West Fourth Ring Road, Haidian District, Beijing [100039] Tel: 86 (10) 58350011 Fax: 86 (10) 58350006 www.dahua-cpa com. Verification report on the deposit and use of raised funds
Dahuhezi [2022] No. 007647 Tcl Technology Group Corporation(000100) all shareholders:
We have reviewed the attached special report on the deposit and use of raised funds in 2021 (hereinafter referred to as the "special report on raised funds") of TCL Technology Group Co., Ltd. (hereinafter referred to as "TCL technology").
1、 Responsibilities of the board of directors
The board of directors of TCL technology is responsible for preparing the special report on 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) of China Securities Regulatory Commission, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board issued by Shenzhen Stock Exchange and relevant format guidelines, And ensure that its contents are true, accurate and complete, and there are no false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
It is the responsibility of TCL to express opinions on the implementation of the special assurance report on the raised funds. We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 - assurance business other than audit or review of historical financial information. Whether there is a major mistake in obtaining the special work report of TCL to ensure that the special work report of TCL is not reasonable.
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.
According to the requirements of the administrative measures for the use of raised funds, 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 strictly approve 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 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.
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, 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 for accumulative change of purpose -- the proportion of total amount of raised funds invested in accumulative change of purpose 25689496--
Whether the project has reached the project feasibility commitment investment project and over raised capital investment change project by the end of the period. The total adjusted investment amount of the raised capital commitment investment (1) the investment amount of the current year by the end of the period
