Shenzhen Clou Electronics Co.Ltd(002121)
Verification report on the use of the previously raised funds
Dahuhezi [2022] No. 0010078
Dahua Certified Public Accountants (special general partnership)
DaHuaCertifiedPublicAccountants（SpecialGeneralPartnership）
Shenzhen Clou Electronics Co.Ltd(002121)
Verification report on the use of the previously raised funds
(as of March 31, 2022)
Table of contents page 1. Verification report on the use of previously raised funds 1-2 II. Special report on the use of Shenzhen Clou Electronics Co.Ltd(002121) previously raised funds 1-6
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 use of the previously raised funds
Dahuhezi [2022] No. 0010078 Shenzhen Clou Electronics Co.Ltd(002121) all shareholders:
We have reviewed the attached special report on the use of previously raised funds prepared by Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as Shenzhen Clou Electronics Co.Ltd(002121) ) as of March 31, 2022.
1、 Responsibilities of the board of directors
Shenzhen Clou Electronics Co.Ltd(002121) the responsibility of the board of directors is to prepare the special report on the use of previously raised funds in accordance with the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the China Securities Regulatory Commission, and ensure that its content is true, accurate and complete without false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to give assurance opinions on Shenzhen Clou Electronics Co.Ltd(002121) “special report on the use of previously raised funds” based on the implementation of assurance work. 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. The standard requires us to plan and implement assurance work to obtain reasonable assurance on whether there is no material misstatement in the special report on the use of Shenzhen Clou Electronics Co.Ltd(002121) previously raised funds.
In the assurance process, we have implemented procedures including understanding, inquiry, inspection, recalculation and other procedures that we deem necessary. We believe that our assurance work provides a reasonable basis for expressing opinions.
3、 Assurance conclusion
We believe that the special report on the use of the previously raised funds prepared by Shenzhen Clou Electronics Co.Ltd(002121) board of directors complies with the provisions of the CSRC on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500), and fairly reflects the use of the previously raised funds of Kelu electronics as of March 31, 2022 in all major aspects.
4、 Restrictions on the users and purposes of the report
It should be noted that this assurance report is only for the purpose of Shenzhen Clou Electronics Co.Ltd(002121) applying for the issuance of securities and shall not be used for any other purpose. We agree to take this assurance report as an essential part of Shenzhen Clou Electronics Co.Ltd(002121) securities issuance application document and submit it together with other application materials. Dahua Certified Public Accountants (special general partnership) Chinese certified public accountant:
Zhang Chaocheng, Beijing, China Certified Public Accountant:
Zheng Han
May 22, 2002 Shenzhen Clou Electronics Co.Ltd(002121)
As of March 31, 2022
Special report on the use of previously raised funds
Shenzhen Clou Electronics Co.Ltd(002121)
Previous special fund use report
According to the provisions of the China Securities Regulatory Commission on the report on the use of the previously raised funds (zjfz [2007] No. 500), Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as “the company”) will report the use of the previously raised funds as of March 31, 2022 as follows:
1、 Basic information of the previously raised funds
With the approval of the reply on approving Shenzhen Clou Electronics Co.Ltd(002121) non-public offering of shares issued by China Securities Regulatory Commission (zjxk [2016] No. 3229) and the consent of Shenzhen Stock Exchange, the company’s lead underwriter China Industrial Securities Co.Ltd(601377) issues RMB common shares (A shares) to specific investors in the form of non-public offering of shares, with no more than 22311821600 shares. The issue price is 8.52 yuan per share. As of March 9, 2017, the company has actually issued 21309943500 RMB ordinary shares (A shares) to specific investors, with a total raised capital of 181560720000 yuan. After deducting underwriting fees, recommendation fees and other issuance expenses, the net amount of raised funds is RMB 180415208178.
Since the VAT is a non price tax, the VAT input tax of RMB 64840291 can be deducted, and the recorded amount of the company’s raised funds should be RMB 180480048469.
As of March 9, 2017, all the funds raised by the above issuance of the company have been in place, which has been verified and confirmed by the capital verification report “Dahua Yan Zi [2017] No. 000148” issued by Dahua Certified Public Accountants (special general partnership).
As of March 31, 2022, the company has invested 37723515320 yuan in non-public offering fund-raising projects. The amount of raised funds used in 2017 was 22991517070 yuan, the amount of raised funds used in 2018 was 17608298857 yuan, and the amount of raised funds used in 2019 was 93699393 yuan. Due to the cancellation of the contract in 2019, the company returned 2970000000 yuan of prepaid battery purchase money in 2018. The cumulative amount of the company terminating the implementation of some raised investment projects and permanently replenishing the remaining raised funds with working capital is 143497662951 yuan, of which, the company terminated the implementation of some raised investment projects in 2018 and permanently replenished the remaining raised funds with working capital of 33257244642 yuan, terminated the implementation of some raised investment projects in 2019 and permanently replenished the remaining raised funds with working capital of 110240418309 yuan. As of March 31, 2022, the raised funds have been used up. The accumulated interest amount of the current deposit account of the raised funds is 741129802 yuan.
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. As of March 31, 2022, the storage of raised funds is listed as follows:
Monetary unit: RMB
Bank name account number initial deposit amount deadline balance storage method
China Zheshang Bank Co.Ltd(601916) Shenzhen 5840 Ping An Bank Co.Ltd(000001) 012010033878128001440000 —- branch
Shenzhen Clou Electronics Co.Ltd(002121)
As of March 31, 2022
Previous special fund use report
Bank name account number initial deposit amount deadline balance storage method
Bank Of Shanghai Co.Ltd(601229) Shenzhen 003903180 Hangzhou Sunrise Technology Co.Ltd(300360) 0229 —- Fulian sub branch
China Construction Bank Corporation(601939) 44250100 Shenzhen Zhenye(Group)Co.Ltd(000006) 8345927440000 —- Shenzhen Nanshan sub branch
China Construction Bank Corporation(601939) 442501 Shenzhen Fountain Corporation(000005) China Baoan Group Co.Ltd(000009) 07 —- Shenzhen Nanshan sub branch
China Zheshang Bank Co.Ltd(601916) Shenzhen 5840 Ping An Bank Co.Ltd(000001) 012010033851969731200000 —- branch
Bank Of Shanghai Co.Ltd(601229) Shenzhen 003929340 Qtone Education Group(Guangdong) Co.Ltd(300359) 3947 —- Science Park sub branch
China Zheshang Bank Co.Ltd(601916) Shenzhen 5840 Ping An Bank Co.Ltd(000001) 012010034711836819968469 —- branch
Total — 180480048469 —-
Note: as of March 31, 2022, the above account has been closed.
2、 Actual use of the previously raised funds
(I) use of funds raised last time
See attached table 1.
(II) changes in the actual investment projects of the previously raised funds
1. From 2015 to 2017, the national development and Reform Commission lowered the on grid price three times. In the future, the on grid price of photovoltaic power generation is tentatively adjusted once a year, and there is still a risk of further decline. The actual on grid price of “110MW ground photovoltaic power generation project” in the future will be lower than the expected on grid price when the project is planned to invest, and the investment income may not meet the expectation. In order to further realize the strategic focus and highlight the main business, the company plans to terminate the implementation of the “110MW ground photovoltaic power generation project” after fully considering the local policies, supporting grid connection conditions and power consumption of the photovoltaic power station project, permanently supplement the working capital with the remaining raised funds of the project, invest the limited resources in energy storage, batteries and other core businesses, and further optimize the asset structure and resource allocation, Enhance the profitability of the company and maximize the interests of the company and shareholders.
On May 9, 2018, the 42nd (Interim) meeting of the sixth board of directors of the company considered and approved the proposal on terminating the implementation of some raised investment projects and permanently replenishing the remaining raised funds with working capital, and agreed to terminate the implementation of the non-public raised investment project “110MW ground photovoltaic power generation project”, And permanently replenish the working capital with the remaining raised capital of 33152842570 yuan (including interest income, and the specific amount shall be subject to the fund balance in the special account of the project at the time of actual carry forward). The proposal was deliberated and approved at the fifth extraordinary general meeting of shareholders in 2018 on May 25, 2018.
2. For the “intelligent energy storage, microgrid and active distribution network industrialization project”, considering that the company has basically completed the construction of the main content of the fund-raising investment project, which can meet the business needs of local energy storage business, and the rapid development of ACG frequency modulation business in thermal power field in recent years, the company has a large demand for funds. In order to better grasp the industry direction and develop energy storage business, The company plans to terminate the “industrialization project of smart energy storage, microgrid and active distribution network” and permanently supplement the remaining raised funds of the project with working capital.
Shenzhen Clou Electronics Co.Ltd(002121)
As of March 31, 2022
Previous special fund use report
For the “new energy vehicle and charging network construction and operation project”, due to the slow arrival of raised funds, in order to seize the market opportunity and layout the new energy vehicle operation and charging station operation business in advance, the parent company has invested with its own funds first. After the raised funds are in place, Nanchang Kelu Smart Grid Technology Co., Ltd., a wholly-owned subsidiary of the company, will further invest in the project. In view of the relevant platforms, new energy vehicles and
