Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455)
Special report on the annual storage and use of raised funds
1、 Basic information of raised funds
（1） Actual amount of raised funds and arrival time of funds
1. Funds raised by non-public offering of shares in 2017
Approved by the reply on Approving the non-public development of shares of Wuxi Baichuan Chemical Co., Ltd. (zjxk [2017] No. 1368) of China Securities Regulatory Commission, the company issued 42857142 RMB ordinary shares (A shares) by non-public offering to specific investors on September 28, 2017, with a par value of 1 yuan per share and an issue price of 10.01 yuan per share, The total amount of raised funds is 4289999142 yuan. On September 29, 2017, the company received the subscription amount of non-public offering objects remitted by the lead underwriter Gf Securities Co.Ltd(000776) and deducted the unpaid underwriting fee and recommendation fee of 10725000 yuan. The total raised funds of 41827499142 yuan have been deposited into the RMB account opened by the company in Jiangyin sub branch business department of Shanghai Pudong Development Bank (Account No.: 92010788010 Ping An Bank Co.Ltd(000001) 25). In addition, after deducting the unpaid lawyer’s fees, accountant’s fees and other issuance expenses of RMB 1200000, the actual net amount of the raised funds is RMB 41707499142.
The availability of the above raised funds has been verified by Jiangsu notary Tianye Certified Public Accountants (special general partnership), and the capital verification report (Sugong w [2017] No. b142) has been issued.
2. Funds raised by issuing convertible corporate bonds in 2020
Approved by the reply on approving Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) public issuance of convertible corporate bonds (zjxk [2019] No. 2576) of China Securities Regulatory Commission, the company publicly issued 5.2 million convertible corporate bonds on January 3, 2020, with a face value of 100 yuan each and a total issuance amount of 520 million yuan. On January 9, 2020, the company received the subscription amount of 52000000000 yuan of convertible corporate bonds remitted by the lead underwriter Citic Securities Company Limited(600030) and the raised funds after deducting the underwriting and recommendation fee of 1000000000 yuan (including value-added tax), totaling 51000000000 yuan, which has been deposited into the bank account opened by the company in Bank Of Communications Co.Ltd(601328) Yinchuan Ningdong sub branch (Account No.: 641301104012100272). In addition, after deducting the lawyer’s fees, accountant’s fees and other issuance expenses of 226200000 yuan (including value-added tax), plus the deductible value-added tax of 69407547 yuan, the actual net amount of the raised funds is 50843207547 yuan.
The availability of the above raised funds has been verified by notary Tianye Certified Public Accountants (special general partnership), and the capital verification report (Sugong w [2020] No. B003) has been issued.
(II) use of raised funds
As of December 31, 2021, the use of the raised funds of the company:
Investment project amount of raised funds (RMB 10000)
Net proceeds 9255071
Replacement amount of raised funds (-) 3439504
The amount directly invested in the project with raised funds (-) 5729019
Permanent supplementary working capital (-) 195640
Income from purchasing bank financial products with idle raised funds (+) 346420
Bank deposit interest of special account for raised funds (+) 206.70
Handling charge expense of special account for raised funds (-) 2.46
The balance of the special account for raised funds is 257752
2、 Deposit and management of raised funds
1. Storage of raised funds in each bank account
In accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies The guidelines for the standardized operation of companies listed on the SME Board of Shenzhen Stock Exchange (revised in 2015) and other relevant regulations, as well as the relevant provisions of the company’s raised funds management system, implement a special account storage system for the raised funds and accept the supervision of the company’s sponsor at any time. After the raised funds are in place, the company has opened a special account for the raised funds. Subsequently, the company transferred the raised funds to Nantong Baichuan New Material Co., Ltd. (hereinafter referred to as “Nantong Baichuan”) or the company transferred the raised funds to Ningxia Baichuan New Material Co., Ltd. (hereinafter referred to as “Ningxia Baichuan”). In order to improve the use efficiency of the raised funds and better meet the needs of future development, the company decided to reduce the construction of some products of the original raised investment projects, and invested 242.1 million yuan of the balance of the raised funds of the original raised investment projects into the “project with an annual output of 5000 tons of graphite cathode materials (10000 tons of graphitization)”. The company’s change of some investment projects with raised funds has been deliberated and approved by the fourth session of the Fifth Board of directors of the company and the 2018 annual general meeting of shareholders. After the company opened a special account to raise funds for the project. Subsequently, Nantong Baichuan transferred the raised funds to Ningxia Baichuan of the sun company in the form of capital increase.
As of December 31, 2021, the deposit of the company’s special account for raised funds is as follows:
Nature of bank account of the company and amount of bank account (yuan)
Nantong Baichuan Shanghai Pudong Development Bank Co.Ltd(600000) current deposit 92010788019 Ping An Bank Co.Ltd(000001) 213418.65
Nantong Baichuan Shanghai Pudong Development Bank Co.Ltd(600000) current deposit 92010788019 Ping An Bank Co.Ltd(000001) 2314221467
Ningxia Baichuan Shanghai Pudong Development Bank Co.Ltd(600000) current deposit 92010788019 Csg Holding Co.Ltd(000012) 512562956356
Nature of bank account of the company and amount of bank account (yuan)
Total 2577519688
2. Signing of tripartite supervision agreement on special account for raised funds
In accordance with the company law, the securities law and the guidelines for the standardized operation of companies listed on the SME Board of Shenzhen Stock Exchange (revised in 2015), in October 2017, the company and its subsidiary Nantong Baichuan signed the tripartite supervision agreement on raised funds with Jiangyin sub branch of Shanghai Pudong Development Bank Co., Ltd. and the sponsor Gf Securities Co.Ltd(000776) .
In June 2019, due to the change of the sponsor and the fund-raising project, the company and its subsidiary Nantong Baichuan signed the four party supervision agreement on fund-raising with Jiangyin sub branch of Shanghai Pudong Development Bank Co., Ltd. and the sponsor Citic Securities Company Limited(600030) and the company and its subsidiary Nantong Baichuan Sunnyvale Ningxia Baichuan signed the five party supervision agreement on raised funds with Jiangyin branch of Shanghai Pudong Development Bank Co., Ltd. and Citic Securities Company Limited(600030) sponsor. In 2020, the company, Nantong Baichuan, a wholly-owned subsidiary of the company, Ningxia Baichuan, a wholly-owned subsidiary of the company, signed the five party supervision agreement on raised funds with Citic Securities Company Limited(600030) Co., Ltd. and Bank Of Communications Co.Ltd(601328) Ningxia Hui Autonomous Region Branch.
3、 Actual use of raised funds in 2021
(1) Purpose of the company’s raised funds:
According to the investment projects and use plans of the funds raised from the non-public offering of shares disclosed in the non-public development bank stock plan of the company, the funds raised from the non-public offering of shares are used for the technical transformation project of methyl acetate, the expansion project of bis trimethylolpropane and acrylate, the expansion project of insulating resin and by-product methanol, and the expansion project of trimellitic anhydride, trimellitic anhydride and trioctyl ester. If the actual amount of funds raised by the company this time is not enough to meet the investment needs of the above projects, the insufficient part will be raised by the company itself. According to the investment project and use plan of the raised funds from the issuance of convertible corporate bonds disclosed in the prospectus for the public issuance of convertible corporate bonds of the company, the convertible corporate bonds issued this time are used to invest in the project of needle coke with an annual output of 50000 tons in Baichuan, Ningxia. Before the funds raised from this public offering of convertible bonds are in place, the company will invest in advance with self raised funds according to the actual situation of the project progress, and replace them after the raised funds are in place. After deducting the issuance expenses, the net amount of funds actually raised in this issuance is lower than the total investment of the project, which will be solved by the company through its own funds and bank loans.
(2) Actual use of raised funds
Attached is the comparison table of the use of raised funds
(3) Changes in actual investment projects of raised funds
On April 23, 2019, the company held the fourth meeting of the Fifth Board of directors, which considered and approved the company’s change of some raised capital investment projects, including the “methyl acetate technical transformation project”, “bis trimethylolpropane and acrylate expansion project” and the invested 1.8421 million yuan of methyl acetate technical transformation project, Relevant expenditures are included in the “production expansion project of bis trimethylolpropane and acrylate”.
(4) Description of external transfer or replacement of investment projects with raised funds
During the reporting period, the company has no external transfer of investment projects with raised funds.
As of January 31, 2020, the company has invested in the raised capital investment project in advance with self raised funds, and the investment amount of the project with an annual output of 50000 tons of needle coke is 321841400 yuan. According to the resolution of the board of directors of the company, the replacement amount of raised funds is 271473800 yuan. Notarial Tianye Certified Public Accountants (special general partnership) issued the authentication report on Jiangsu Baichuan high tech new materials Co., Ltd. investing the raised funds in advance with self raised funds (Sugong w [2020] No. e1021).
(5) Description of temporary replenishment of working capital of the company with some idle raised funds
During the reporting period, the company did not use some idle raised funds to temporarily supplement the company’s working capital.
(6) Description of using some idle raised funds to purchase bank financial products
On April 23, 2021, the 13th meeting of the 5th board of directors of the company deliberated and adopted the proposal on cash management using some idle raised funds and self owned funds. In order to improve the use efficiency of raised funds, on the premise of ensuring that the construction of raised funds and the daily operation of the company are not affected, the company plans to use idle raised funds of no more than 100 million yuan (all raised funds from non-public offering of shares) and idle self owned funds of no more than 100 million yuan for cash management. The planned purchase has high safety and liquidity, and meets the capital preservation requirements Financial products with a single product investment period of no more than 12 months. During the reporting period, the accumulated amount of bank financial products purchased with idle raised funds was 660 million yuan, which had been fully recovered and generated income of 2026400 yuan at the end of the period.
4、 Change the use of funds for investment projects with raised funds
Attached is the change of investment projects of raised funds
5、 Problems in the use and disclosure of raised funds
The company does not disclose the use of raised funds in a timely, true, accurate and complete manner, and there are no violations in the management of raised funds.
Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) board of directors
February 25, 2022
Annex I
Comparison table of use of raised funds
Monetary unit: RMB 10000
The net amount of raised funds is 9255071, and the total amount of raised funds invested in this year is 1275586
Total amount of raised funds with changed purposes 24,21
