Securities code: 300207 securities abbreviation: Sunwoda Electronic Co.Ltd(300207) Announcement No.: 2022-030 Sunwoda Electronic Co.Ltd(300207)
Closing of investment projects with raised funds and raising surplus funds
Announcement of permanent replenishment of working capital
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) ” or “the company”) held the 25th meeting of the Fifth Board of directors on February 11, 2022, deliberated and adopted the proposal on closing the investment projects with raised funds and permanently replenishing the surplus raised funds with working capital, The company will publicly issue convertible corporate bonds (hereinafter referred to as “convertible bonds”) to close the investment project “production expansion project of consumer lithium-ion batteries”, and permanently supplement the working capital with the remaining raised capital of 129.6821 million yuan (including the unpaid project balance, financial income, deposit interest, etc., and the final amount shall be subject to the bank interest settlement balance on the day of fund transfer out).
In accordance with relevant laws and regulations such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as “self regulatory guidelines No. 2”), the “production expansion project of consumer lithium ion batteries” is concluded and the surplus raised funds are permanently supplemented with working capital, It needs to be submitted to the general meeting of shareholders for deliberation and approval. Relevant matters are hereby announced as follows:
1、 Basic information of raised funds
Approved by the reply on approving Sunwoda Electronic Co.Ltd(300207) public issuance of convertible corporate bonds (zjxk [2020] No. 528) of the China Securities Regulatory Commission, the company publicly issued 11.2 million convertible corporate bonds on July 14, 2020, with a face value of 100 yuan each and a term of 6 years, with a total raised capital of 112 million yuan, After deducting the issuance expenses of 18170018.58 yuan, the net amount of funds actually raised was 1101829981.42 yuan. The lead underwriter will transfer the balance of 1106037735.85 yuan after deducting the recommendation fee and some issuance related expenses from the total raised funds to the special account for raised funds opened by the company. Lixin Certified Public Accountants (special general partnership) verified the availability of the raised funds and issued the verification report on the total amount of subscription funds for Sunwoda Electronic Co.Ltd(300207) public issuance of convertible corporate bonds (hereinafter referred to as the verification report) No. [2020] zi10518. In accordance with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the gem, the self regulatory guidelines No. 2, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and the measures for the administration of raised funds of the company, the company establishes a special account for the management of raised funds for special purposes.
The investment projects of the company’s convertible bond raised funds after deducting the issuance expenses and the cumulative amount of raised funds invested as of December 31, 2021 are as follows:
Unit: 10000 yuan
No. project name project total committed raised funds accumulated used amount investment amount
1 consumer lithium ion cell expansion project 82350.00 78400.00 66575.60
3. Supplementary working capital 33600.00 31783.00 31783.00
Total 115950.00 110183.00 98358.60
2、 Explanation on the adjustment of the use arrangement of raised funds, capital increase with raised funds and the implementation location of new raised investment projects
(I) description of the adjustment of the use arrangement of raised funds
According to the proposal on adjusting the use arrangement of the raised funds of convertible bonds and using the raised funds to increase capital to wholly-owned subsidiaries to implement the raised investment project, which was deliberated and adopted at the 37th meeting of the Fourth Board of directors and the 35th meeting of the Fourth Board of supervisors on August 5, 2020, The details of the use of raised funds in this adjustment are as follows: unit: 10000 yuan
No. project name total investment amount of the project amount of raised funds to be invested
1. Production expansion project of consumer lithium ion batteries 82350.00 78400.00
2. Supplementary working capital 33600.00 31783.00
Total 115950.00 110183.00
(II) description of capital increase with raised funds
According to the proposal on adjusting the use arrangement of the raised funds of convertible bonds and using the raised funds to increase capital to wholly-owned subsidiaries to implement the raised investment project, which was deliberated and adopted at the 37th meeting of the Fourth Board of directors and the 35th meeting of the Fourth Board of supervisors on August 5, 2020, The details of the capital increase with the raised funds are as follows: the company used part of the raised funds of 784 million yuan to increase the capital to Huizhou Liwei New Energy Technology Co., Ltd. (hereinafter referred to as “Huizhou Liwei new energy”). After the capital increase, the registered capital of Huizhou Liwei new energy increased from 250 million yuan to 1034 million yuan.
(III) description of the implementation location of the new raised investment project
According to the proposal on the implementation place of some new raised investment projects deliberated and adopted at the first meeting of the Fifth Board of directors and the first meeting of the Fifth Board of supervisors on September 4, 2020, the specific conditions of the implementation place of the new project of “consumer lithium ion cell expansion project” are as follows:
According to the actual production, operation and management needs, Huizhou Liwei new energy will add buildings 1-4 and 18 of No. 17 plant in Sunwoda Electronic Co.Ltd(300207) Industrial Park, Dongpo Avenue, Yuanzhou Town, BOLUO County as the implementation sites, as follows:
Before and after change
Change of registered address of Xinwangda Industrial Park, Dongpo Avenue, Yuanzhou Town, BOLUO County
3、 Use and savings of raised funds
As of December 31, 2021, the “production expansion project of consumer lithium ion batteries” has been basically completed.
The total investment of the promised raised funds of the project is 1101.83 million yuan, and the actual construction investment is 983.586 million yuan, accounting for 89.27% of the total investment of the promised raised funds of the project. The remaining raised funds are 129.6821 million yuan (including the unpaid project balance, financial income, deposit interest, etc., and the final amount is subject to the bank interest settlement balance on the day of fund transfer out), Accounting for 11.77% of the total investment of the project.
4、 Reasons for savings of raised funds
1. The surplus amount of the raised investment project includes the unpaid balance of the equipment procurement contract of the “consumer lithium ion battery cell expansion project”. Because the payment period of the balance of such contract is long, the surplus amount will be supplemented with working capital for the company’s daily production and operation, which is conducive to improving the efficiency of capital use and avoiding long-term idle of funds. The company promises that when the balance payment meets the payment conditions, it will pay with self raised funds in accordance with the relevant contracts.
2. During the implementation of the raised investment project, the company used the raised funds carefully in strict accordance with the relevant provisions on the management of the raised funds, and combined with the actual market conditions, under the premise of ensuring the overall objectives and quality of the raised investment project, the company strictly managed, reasonably allocated resources, reduced the construction cost of the project and saved part of the expenditure of the raised funds.
3. According to relevant regulations, the company manages the idle raised funds according to law, improves the use efficiency of idle raised funds, and obtains certain financial management income and interest income.
4. Part of the issuance expenses of the raised investment project are paid by the company with its own funds, which correspondingly reduces the expenses of the raised funds.
5、 Plan and arrangement for permanent replenishment of working capital with surplus raised funds
Since the company’s “production expansion project of consumer lithium-ion batteries” has been basically completed, in order to improve the utilization efficiency of funds, according to the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020) (hereinafter referred to as the “Listing Rules”) and the self regulatory guidance No. 2 According to the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the company plans to permanently supplement the working capital with the surplus raised funds of 129.6821 million yuan (including the unpaid project balance, financial income, deposit interest, etc., and the final amount shall be subject to the bank interest settlement balance on the day of fund transfer out), For daily production and operation. After the surplus raised funds are transferred out, the above-mentioned special account for raised funds will no longer be used, and the company will go through the account cancellation procedures.
6、 Relevant approval and review procedures
1. Deliberations of the board of directors
The 25th meeting of the 5th board of directors of the company deliberated and approved the proposal on closing the investment projects with raised funds and permanently replenishing the working capital with the surplus raised funds, and agreed to close the “production expansion project of consumer lithium ion batteries” and permanently replenish the working capital with the surplus raised funds.
2. Deliberation of the board of supervisors
The 25th meeting of the 5th board of supervisors of the company deliberated and approved the proposal on closing the investment projects with raised funds and permanently replenishing the surplus raised funds with working capital. After verification, the board of supervisors held that the company’s “production expansion project of consumer lithium ion batteries” has been basically completed, The company’s permanent replenishment of working capital from the surplus raised funds of the project complies with the provisions of relevant laws and regulations such as listing rules, self regulatory guidelines No. 2 and regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, which is conducive to improving the efficiency of the use of funds of the company, There is no case of changing the investment direction of the raised funds in a disguised form or damaging the interests of the company and minority shareholders.
3. Opinions of independent directors
The closing of the company’s “consumer lithium-ion cell production expansion project” and the permanent replenishment of working capital with the surplus raised funds are in line with the actual situation of the company’s development, and the necessary examination and approval procedures have been performed. The contents and deliberation procedures are in line with the provisions of the listing rules, self regulatory guidelines No. 2, the company’s measures for the administration of raised funds and other relevant documents, which are legal and effective; It is conducive to improving the use efficiency of the raised funds, reducing the financial cost, and will not have an adverse impact on the normal operation of the company. There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of the shareholders of the company, especially the rights and interests of minority shareholders. Therefore, we agree to the closing of the company’s investment projects with raised funds, and permanently supplement the working capital with the surplus raised funds.
4. Verification opinions of the recommendation institution
After verification, the sponsor believes that the closing of the company’s investment projects with raised funds and the permanent supplement of the surplus raised funds to the working capital have been deliberated and adopted at the 25th meeting of the Fifth Board of directors and the 25th meeting of the Fifth Board of supervisors. The independent directors of the company have expressed their independent opinions with explicit consent and fulfilled the necessary decision-making procedures. The closing of the company’s investment projects with raised funds and the permanent replenishment of working capital with the surplus raised funds can be implemented only after being deliberated and approved by the general meeting of shareholders. The above-mentioned acts and matters do not change the purpose of the raised funds in a disguised manner and damage the interests of shareholders, and comply with the provisions of the listing rules, the self regulatory guidance No. 2 of Shenzhen Stock Exchange, the regulatory guidance No. 2 of listed companies – regulatory requirements for the management and use of the raised funds of listed companies, as well as the laws, regulations and normative documents related to the use of the raised funds.
The recommendation institution has no objection to the closing of the company’s investment projects with raised funds and the permanent supplement of the surplus raised funds to the working capital.
7、 Documents for future reference
1. Resolution of the 25th meeting of the 5th board of directors.
2. Resolution of the 25th meeting of the 5th board of supervisors.
3. Independent directors’ independent opinions on matters related to the 25th meeting of the Fifth Board of directors.
4. Verification opinions of Dongxing Securities Corporation Limited(601198) on the closing of Sunwoda Electronic Co.Ltd(300207) raised funds investment projects and permanently replenishing the surplus raised funds with working capital.
It is hereby announced.
Sunwoda Electronic Co.Ltd(300207) board of directors
February 11, 2022
