Dongxing Securities Corporation Limited(601198)
About the closing of Sunwoda Electronic Co.Ltd(300207) raised funds investment project
And permanently replenish the working capital with the surplus raised funds
Verification opinions
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) “, “recommendation institution” and “joint lead underwriter”) as a recommendation institution for Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) ” and “company”) to publicly issue convertible corporate bonds and stocks to specific objects, in accordance with the measures for the administration of securities issuance and listing recommendation business Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (hereinafter referred to as the “Listing Rules”), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies (hereinafter referred to as “Shenzhen Stock Exchange self regulatory guidelines No. 2”) and other relevant provisions, Check the closing of Sunwoda Electronic Co.Ltd(300207) raised funds investment projects and permanently supplement the surplus raised funds with working capital. The details are 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 joint lead underwriters will transfer the balance of 1106037735.85 yuan of the total raised funds after deducting the recommendation fee and some issuance related expenses 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 measures for the administration of securities issuance and registration of companies listed on the gem, the self regulatory guidelines of Shenzhen Stock Exchange No. 2, the regulatory guidelines of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and the relevant provisions of the company’s measures for the Administration of raised funds, 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
Total invested amount of the project
1 consumer lithium ion cell expansion project 82350.00 78400.00 66575.60
2. 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 the capital of the wholly-owned subsidiary 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 specific conditions of adjusting the use of the raised funds 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 Sunwoda Electronic Co.Ltd(300207) Dongpo Avenue, Yuanzhou Town, BOLUO County Sunwoda Electronic Co.Ltd(300207) Dongpo Avenue, Yuanzhou Town, BOLUO County
No. 4, No. 5, No. 6 and No. 4, No. 5 and No. 6 of Industrial Park 17
Building 1-4, building 18
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, in accordance with the listing rules, the self regulatory guidelines of Shenzhen Stock Exchange No. 2, the regulatory guidelines of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other relevant provisions, The company plans to permanently replenish the working 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) from the surplus raised funds of the above-mentioned raised investment projects 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 the listing rules, the self regulatory guidance No. 2 of Shenzhen Stock Exchange and the regulatory guidance No. 2 of listed companies – 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, the self regulatory guidelines of Shenzhen Stock Exchange 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.
The closing of the company’s “consumer lithium-ion cell production expansion project” and the permanent replenishment of working capital from the surplus raised funds need to be submitted to the general meeting of shareholders for deliberation and approval.
7、 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.
(there is no text on this page, which is the signature and seal page of Dongxing Securities Corporation Limited(601198) verification opinions on closing Sunwoda Electronic Co.Ltd(300207) raised funds investment projects and permanently replenishing the surplus raised funds with working capital)
Sponsor representative:
Zou Xiaoping, Yang Zhi
Dongxing Securities Corporation Limited(601198) mm / DD / yy
