Securities code: 002851 securities abbreviation: Shenzhen Megmeet Electrical Co.Ltd(002851) Announcement No.: 2022-009
Shenzhen Megmeet Electrical Co.Ltd(002851)
Report on the use of the previously raised funds
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
According to the provisions on the report on the use of previously raised funds (zjfz [2007] No. 500) issued by the China Securities Regulatory Commission, Shenzhen Megmeet Electrical Co.Ltd(002851) (hereinafter referred to as “the company” or “the company”) has prepared the report on the use of previously raised funds as of September 30, 2021 (hereinafter referred to as the deadline):
1、 Basic information of previously raised funds
（1） Funds raised from initial public offering in 2017
1. Amount of funds raised in the previous time and time of arrival
The company has issued 44.5 million RMB common shares (A shares) to the public for the first time with the approval of the CSRC zjfz [2017] No. 197 document. The issue price is 12.17 yuan per share, and the total amount of funds raised is 54.1565 million yuan, After deducting the underwriting Commission and recommendation fee of 34.1078 million yuan (the total underwriting Commission and recommendation fee is 36.3078 million yuan, and 2.2 million yuan has been paid in the early stage), the lead underwriter Chinalin Securities Co.Ltd(002945) remitted 507.4572 million yuan to the company’s raised funds supervision account China Minsheng Banking Corp.Ltd(600016) Shenzhen Bao’an sub branch account (Account No.: 611566866) on February 28, 2017. In addition, after deducting the additional external expenses related to the issuance of equity securities such as prospectus printing fee, audit fee, lawyer’s fee, evaluation fee and online issuance service fee of RMB 14.9877 million, the net capital raised by the company this time is RMB 490269500. The availability of the above raised funds was verified by Zhonghui Certified Public Accountants (special general partnership), who issued the capital verification report (Zhonghui Keyan [2017] No. 0382) on February 28, 2017.
2. Deposit of the previously raised funds in the special account
As of September 30, 2021, the company has 7 special accounts for raised funds, and the storage of raised funds is as follows (unit: RMB):
Deposit bank account number initial deposit amount deposit balance remarks Bank Of Communications Co.Ltd(601328) Shenzhen Jintian sub branch 44306630201702210175 20000000.00 6479539.54 [note] Bank Of Ningbo Co.Ltd(002142) Shenzhen Branch 73110122000053388 20000000.00 112554.01 [note]
Deposit bank account number initial deposit amount deposit balance remarks China Minsheng Banking Corp.Ltd(600016) Shenzhen Bao’an 611880066 95000000.00 0.37 [note] sub branch
China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch 606866008 86738200.00 – account closed
Bank Of China Limited(601988) Shenzhen Shekou sub branch 760168564080 230581300.00 – account closed
China Merchants Bank Co.Ltd(600036) Shenzhen Golden home 755907135310306 20000000.00 – sold sub branch account
China Citic Bank Corporation Limited(601998) Shenzhen Branch 8110301013200176138 17950000.00 – account closed
Total 490269500.00 6592093.92
[note] the balance of raised funds is 6592093.92 yuan, all of which are stored in a special account. The details are as follows:
Bank Of Communications Co.Ltd(601328) the balance of raised funds in the account of Shenzhen Jintian sub branch (44306630201702210175) is 6479539.54 yuan, all of which are stored in a special account;
Bank Of Ningbo Co.Ltd(002142) the balance of raised funds in the account of Shenzhen Branch (73110122000053388) is 112554.01 yuan, all of which are stored in a special account.
China Minsheng Banking Corp.Ltd(600016) the balance of raised funds in the account of Shenzhen Bao’an sub branch (611880066) is 0.37 yuan, all of which are stored in a special account.
（2） In 2018, the company issued shares and paid cash to purchase assets
1. Counterparty and transaction object
The company was approved by the China Securities Regulatory Commission on July 26, 2018 with the reply on approving Shenzhen Megmeet Electrical Co.Ltd(002851) issuing shares to purchase assets from Lin Pugen and others (zjxk [2018] No. 1183). In September 2018, the company purchased Wang Jianfang, Liao Haiping, Li Ming, Dong Biao, Huang Guozhen, Gong Chunwen, Li Jian, Jiang Jinsheng, Liu Xiaoyuan, Zhu Di Guo Ling, Kuang Xiaocai, Cai Hao, Huang Shun, Zhang yueyun, ye shuihuan, Cao Jiewei, Guan Chaowang, Wang Yanrong, Shen Yue, Gao Feng, Wen Bo, Tan Guodong, Cai Baoyu, Wang Zhiwen, Peng shizai and other 26 natural person shareholders jointly hold 58.7% equity of Shenzhen Shenzhen Megmeet Electrical Co.Ltd(002851) drive Technology Co., Ltd. (hereinafter referred to as Shenzhen drive company); Lin Pugen, Wang Xuefen, Chen Fanglin, Zeng Zhaoyuan, Chen Zhihua and Luo Yimin jointly hold 34% equity of Zhejiang Yihe Sanitary Ware Co., Ltd. (hereinafter referred to as Yihe sanitary ware company) and Lin Xiaoge, long Siling, Gu Peng, song Mingquan, Liu Dong, Chen Jiming, Zhu Yufu, Zhu Jian, Qiu Shanshan, Luo Zanyun Shenzhen Shenzhen Megmeet Electrical Co.Ltd(002851) Control Technology Co., Ltd. (hereinafter referred to as Shenzhen control company) 46% equity held by 12 natural person shareholders including Wanli and Zhang Jie.
2. Pricing of transaction object
According to the appraisal report Dongzhou Ping Bao Zi [2018] No. 0165 issued by Shanghai Dongzhou Assets Appraisal Co., Ltd., as of the benchmark date of December 31, 2017, the appraisal value of the net assets of Shenzhen drive company was 79 million yuan. After negotiation by all parties to the transaction, the transaction price of 58.7% equity of Shenzhen drive company, the subject of this transaction, was determined to be 463.73 million yuan;
According to the appraisal report Dongzhou Ping Bao Zi [2018] No. 0167 issued by Shanghai Dongzhou Assets Appraisal Co., Ltd., as of the benchmark date of December 31, 2017, the appraisal value of the net assets of Jardine’s sanitary ware company was 998 million yuan. After negotiation by all parties to the transaction, the transaction price of 34% equity of Jardine’s bathroom company, the subject of this transaction, was determined to be 334.829 million yuan;
According to the appraisal report No. [2018] 0182 issued by Shanghai Dongzhou Assets Appraisal Co., Ltd., as of the benchmark date of December 31, 2017, the net assets appraisal value of Shenzhen control company was 215 million yuan. After negotiation between the parties to the transaction, the transaction price of 46% equity of Shenzhen control company, the subject of this transaction, was determined to be 97.739 million yuan.
3. Payment method of consideration
The total consideration of this transaction is 896298000 yuan. Among them, 98.53% of the total transaction consideration was paid by issuing shares, totaling 883.11 million yuan. Based on the issuance price of 21.04 yuan per share, a total of 41972884 shares were issued; 1.47% of the total transaction consideration was paid in cash, totaling 13.188 million yuan.
4. Delivery and transfer of underlying assets
On August 21, 2018, Shenzhen drive company completed the industrial and commercial change registration;
On August 20, 2018, Jardine’s sanitary ware company completed the industrial and commercial change registration;
On August 21, 2018, Shenzhen control company completed the industrial and commercial change registration.
The issuance of shares and the payment of cash to purchase the equity of the target company did not arrange supporting financing, did not involve the actual investment of raised funds, and there was no time for the arrival of funds and the deposit of funds in the special account.
（3） Funds raised through public issuance of convertible corporate bonds in 2019
1. Amount of funds raised in the previous time and time of arrival
With the approval of the China Securities Regulatory Commission in the reply on approving Shenzhen Megmeet Electrical Co.Ltd(002851) public issuance of convertible corporate bonds (zjxk [2019] No. 2280), the company publicly issued 6550000 convertible corporate bonds on December 26, 2019, with a face value of 100 yuan each and a total issuance amount of 655 million yuan. The convertible bonds issued in this public offering shall be placed preferentially to the original shareholders. The balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) shall be placed offline to institutional investors and online to public investors through the trading system of Shenzhen Stock Exchange. The company shall raise a total amount of 655 million yuan, after deducting the issuance fee of 6.5524 million yuan, The net amount of the raised funds was 648447600 yuan. All the above funds were in place on January 2, 2020, verified by Zhonghui Certified Public Accountants (special general partnership) and issued the verification report (Zhonghui Keyan [2020] No. 0006).
2. Deposit of the previously raised funds in the special account
As of September 30, 2021, the company has 6 special accounts for raised funds, and the storage of raised funds is as follows (unit: RMB):
Deposit bank account number initial deposit amount deposit balance remarks Bank Of China Limited(601988) Qianhai Shekou branch 762773155199 100000000.00 40036026.51 [note]
Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen 79200078801400001059 80288200.00 84249308.44 [note] Shenzhen Henggang sub branch
Bank Of Ningbo Co.Ltd(002142) Shenzhen fortune harbor 73110122000152382 131709800.00 137758865.15 [note] sub branch
China Minsheng Banking Corp.Ltd(600016) Shenzhen Bao 622866008 80000000.00 32075837.04 [note] an sub branch
Bank Of China Limited(601988) Qianhai Shekou branch 752373165016 151001642.00 – closed account China Everbright Bank Company Limited Co.Ltd(601818) Shenzhen long39110188000126013 105448000.00 – Xiaogang sub branch account total 648447642.00 294120037.14
[note] the balance of raised funds is 294120037.14 yuan, of which 44120037.14 yuan is stored in the special account, and the remaining 250000000.00 yuan is used to purchase financial products. Details are as follows:
Bank Of China Limited(601988) the balance of raised funds in the account of Qianhai Shekou branch (762773155199) is 40036026.51 yuan, of which 35000000.00 yuan has not expired for the purchase of financial products, and the rest is stored in a special account;
Shanghai Pudong Development Bank Co.Ltd(600000) the balance of raised funds in the account of Shenzhen Henggang sub branch (79200078801400001059) is 84249308.44 yuan, of which 80000000.00 yuan has not expired for the purchase of financial products, and the rest is stored in a special account;
Bank Of Ningbo Co.Ltd(002142) Shenzhen fuxingang sub branch (73110122000152)
