Securities code: Shenzhen Senior Technology Material Co.Ltd(300568) securities abbreviation: Shenzhen Senior Technology Material Co.Ltd(300568) Announcement No.: 2022032
Shenzhen Senior Technology Material Co.Ltd(300568)
Special report of the board of directors on the deposit and use of raised funds in 2021
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.
In accordance with 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 gem of Shenzhen Stock Exchange and other relevant provisions, the deposit and use of raised funds of Shenzhen Xingyuan Material Technology Co., Ltd. (hereinafter referred to as the “company”) in 2021 are described as follows:
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
1. Funds raised from IPO in 2016 (“funds raised from IPO”)
With the approval of zjxk [2016] No. 2534 document of China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, Shenzhen Senior Technology Material Co.Ltd(300568) (hereinafter referred to as “the company”) publicly issued 30 million ordinary shares (A shares) to the public, with a par value of RMB 1.00 per share, an issue price of RMB 21.65 per share and a total raised capital of RMB 64950000000, After deducting the issuance expenses of RMB 4525037736, the net amount of funds actually raised was RMB 60424962264. The above-mentioned raised funds have been fully paid on November 25, 2016.
The above net amount of raised funds has been verified in the capital verification report (gkyz [2016] No. g140 Souyute Group Co.Ltd(002503) 90) of Guangdong Zhengzhong Zhujiang Certified Public Accountants (special general partnership).
2. Funds raised through public issuance of convertible corporate bonds in 2018 (“funds raised through issuance of convertible bonds”)
With the approval of zjxk [2017] No. 2417 document of China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, the company publicly issues 480 million yuan of convertible corporate bonds to the public, deducting the issuance expenses
731655000 yuan (including tax amount), and the net amount of actually raised funds is 47268345000 yuan. The above raised funds have been fully paid on March 15, 2018.
The above net amount of raised funds has been verified in the capital verification report (ghyz [2018] No. g18000360028) of Guangdong Zhengzhong Zhujiang Certified Public Accountants (special general partnership).
3. Funds raised by non-public offering of shares in 2019 (“funds raised by non-public offering”)
With the approval of zjxk [2019] No. 261 document of China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, the company privately issued 38.4 million RMB ordinary shares (A shares) to specific objects, with a par value of RMB 1.00 per share, an issue price of RMB 22.37 per share and a total raised capital of RMB 85900800000, After deducting the issuance expenses of RMB 1633221132 (excluding tax), the net amount of funds actually raised is RMB 84267578868. The above raised funds have been fully paid on August 1, 2019. The above net amount of raised funds has been verified in the capital verification report (gkyz [2019] No. g18035720120) of Guangdong Zhengzhong Zhujiang Certified Public Accountants (special general partnership).
4. Funds raised through public issuance of convertible corporate bonds in 2021 (“funds raised through issuance of convertible bonds in 2021”)
With the approval of zjxxjxk [2020] No. 3426 document of China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, the company publicly issued 1 billion yuan of convertible corporate bonds to the public. After deducting the issuance expenses of 902323686 yuan (excluding tax), the net amount of funds actually raised was 99097676314 yuan. The above raised funds have been fully paid on January 26, 2021.
The above net amount of raised funds has been verified in the capital verification report (ztyz (2021) No. 440c Tianma Microelectronics Co.Ltd(000050) ) of Grant Thornton Certified Public Accountants (special general partnership).
(II) amount used in previous years, amount used in current year and current balance
1. Amount used in previous years
(1) Funds raised from initial public offering in 2016
As of December 31, 2020, the company has used 60638970592 yuan of raised funds in total, the raised funds have been used up, and the special account for raised funds has been closed.
(2) Funds raised by issuing convertible bonds in 2018
As of December 31, 2020, the company has invested 47407856901 yuan in projects invested with raised funds, the raised funds have been put into use, and the special account for the raised funds has been closed.
(3) Funds raised from non-public offering in 2019
As of December 31, 2020, the accumulated investment of the raised funds in the projects invested by the raised funds was 83373468699 yuan, and the unused amount was 1331633846 yuan (including the net amount of 22402357 yuan after deducting the handling fee from the interest stored in the special account).
2. Amount used and current balance in the current year
(1) Funds raised from initial public offering in 2016
As of December 31, 2021, the special account for raised funds has been closed.
(2) Funds raised by issuing convertible bonds in 2018
As of December 31, 2021, the special account for raised funds has been closed.
(3) Funds raised from non-public offering in 2019
In 2021, the company directly invested 1327078600 yuan in projects invested with raised funds and permanently supplemented 4694354 yuan of working capital.
As of December 31, 2021, the raised funds have invested 84700547299 yuan in the projects invested with raised funds (including 40591505028 yuan of self raised funds invested in the projects invested with raised funds in advance) and 4694354 yuan of working capital has been permanently supplemented. The raised funds have been put into use, and the special account for the raised funds has been closed.
(4) Funds raised by issuing convertible bonds in 2021
In 2021, the company directly invested 21916206259 yuan in the projects invested with raised funds, permanently supplemented 29103118631 yuan of working capital, temporarily supplemented 300 million.00 yuan of working capital, and purchased 35 million.00 yuan of financial products with temporarily idle raised funds.
As of December 31, 2021, the company has used a total of 84519324890 yuan of raised funds, including 21916206259 yuan of funds directly invested in raised projects, 29103118631 yuan of permanent supplementary working capital, 300 million.00 yuan of temporary supplementary working capital, and 35 million.00 yuan of financial products purchased with temporarily idle raised funds, The unused amount is 1570334610 yuan (including 1124983186 yuan net of handling charges deducted from the interest stored in the special account), and 0 yuan has not been invested in the raised investment projects replaced from the special account for raised funds.
2、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds and protect the rights and interests of investors to the greatest extent, The company shall comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of initial public offering and listing on the gem, the Interim Measures for the administration of securities issuance of companies listed on the gem, the provisions on the report on the use of the previously raised funds, and the Listing Rules of Shenzhen Stock Exchange on the gem In combination with the actual situation of the company, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the memorandum of business for information disclosure on the gem No. 1 – use of over raised funds and idle raised funds, and the articles of association, The Shenzhen Senior Technology Material Co.Ltd(300568) raised funds management system (hereinafter referred to as “raised funds management system”) has been formulated.
1. Management of funds raised from initial public offering
According to the requirements of the raised funds management system and in combination with the production and operation needs of the company, the company adopts a special account storage system for the raised funds. On November 18, 2016, the 17th meeting of the third board of directors of the company deliberated and adopted the proposal on establishing a special account for raised funds. According to the above proposal, the company and Hengtai Changcai Securities Co., Ltd. (hereinafter referred to as “Hengtai Changcai securities”) signed the tripartite supervision agreement on raised funds with Industrial And Commercial Bank Of China Limited(601398) Shenzhen Yantian sub branch, Bohai Bank Co., Ltd. Shenzhen Branch, China Minsheng Banking Corp.Ltd(600016) Shenzhen Bao’an sub branch and China Citic Bank Corporation Limited(601998) Shenzhen branch respectively. In order to improve the use efficiency of raised funds and maximize the interests of shareholders, the proposal on changing the purpose of raised funds was deliberated and adopted at the 23rd Meeting of the third board of directors held on May 19, 2017 and the second extraordinary general meeting of shareholders held on June 6, 2017, The original fund-raising project “expansion project of the third generation high-performance power lithium ion battery diaphragm production line” implemented by the company in the existing plant of South China base (phase I) will be changed to the project implemented by Changzhou Xingyuan new energy materials Co., Ltd. (hereinafter referred to as “Changzhou Xingyuan”), a wholly-owned subsidiary of the company, in Changzhou Economic Development Zone, Jiangsu Province “Wet diaphragm and coated diaphragm project of lithium ion battery with an annual output of 360 million square meters”. According to the above proposal, the company, Changzhou Xingyuan, Changzhou Economic Development Zone sub branch of China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. and Hengtai Changcai securities signed the four party supervision agreement on raised funds. The 25th meeting of the third board of directors held on August 8, 2017 and the third extraordinary general meeting of shareholders held on August 25, 2017 considered and approved the relevant proposals on the public issuance of convertible corporate bonds. The company hired Tianfeng Securities Co.Ltd(601162) (hereinafter referred to as ” Tianfeng Securities Co.Ltd(601162) “) as the sponsor of the public offering of convertible corporate bonds, and signed relevant sponsor agreements with Tianfeng Securities Co.Ltd(601162) Tianfeng Securities Co.Ltd(601162) continuous supervision period refers to the remaining time of the year when the convertible corporate bonds issued by the company are listed and the next two complete fiscal years. If the recommendation period needs to be extended, it shall be implemented in accordance with the relevant provisions of China Securities Regulatory Commission. According to the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the company shall terminate the recommendation agreement with the original recommendation institution if it hires another recommendation institution for re applying for securities issuance, and the additional recommendation institution shall complete the continuous supervision work that the original recommendation institution has not completed. In view of this, Hengtai Changcai securities has fulfilled the relevant procedures and signed the termination agreement of the sponsorship agreement with the company. The unfinished continuous supervision of Hengtai Changcai securities on the initial public offering of the company will be undertaken by Tianfeng Securities Co.Ltd(601162) company. In order to regulate the management of the remaining funds raised by the company’s initial public offering and protect the rights and interests of investors, the company Tianfeng Securities Co.Ltd(601162) and Shenzhen Branch of Bohai Bank Co., Ltd. signed the tripartite supervision agreement on the raised funds of initial public offering, and the company, Changzhou Xingyuan and Tianfeng Securities Co.Ltd(601162) and Industrial And Commercial Bank Of China Limited(601398) Changzhou Economic Development Zone Branch signed the Quartet supervision agreement on the raised funds of initial public offering.
2. Management of funds raised by issuing convertible bonds
The 25th meeting of the third board of directors held on August 8, 2017 and the third extraordinary general meeting of shareholders held on August 25, 2017 considered and approved the relevant proposals on the public issuance of convertible corporate bonds. The company hired Tianfeng Securities Co.Ltd(601162) as the sponsor of the public offering of convertible corporate bonds, and signed relevant sponsor agreements with Tianfeng Securities Co.Ltd(601162) as well. According to the above proposal, on March 2, 2018, Shenzhen Senior Technology Material Co.Ltd(300568) the fourth meeting of the Fourth Board of directors deliberated and approved the proposal on determining the special account for raised funds, and approved Changzhou Xingyuan, a wholly-owned subsidiary of the company, to issue convertible corporate bonds in Industrial And Commercial Bank Of China Limited(601398) Shenzhen Yantian sub branch China Minsheng Banking Corp.Ltd(600016) Shenzhen Bao’an sub branch and Bank Of China Limited(601988) Changzhou Wujin sub branch opened special accounts for raised funds.
In order to standardize the management of the company’s raised funds and protect the rights and interests of investors, in accordance with the Shenzhen Stock Exchange GEM Listing Rules, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other relevant laws and regulations, as well as the management system of raised funds, the company Changzhou Xingyuan and Tianfeng Securities Co.Ltd(601162) signed the four party supervision agreement on raising funds for public issuance of convertible corporate bonds with Industrial And Commercial Bank Of China Limited(601398) Shenzhen Yantian sub branch, Bank Of China Limited(601988) Changzhou Wujin sub branch and China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch of China respectively. 3. Management of funds raised by non-public offering
In order to standardize the management and use of raised funds and protect the interests of investors, In accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the management system of Shenzhen Senior Technology Material Co.Ltd(300568) raised funds, After deliberation at the 16th meeting of the 4th board of directors of the company, it is agreed that the company will be established in China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch, Bank Of China Limited(601988) Shenzhen Branch, Industrial And Commercial Bank Of China Limited(601398) Shenzhen Yantian sub branch, China Merchants Bank Co.Ltd(600036) Shenzhen OCT sub branch, Bank Of Ningbo Co.Ltd(002142) Shenzhen Branch, Jiangsu Xingyuan New Material Technology Co., Ltd. (hereinafter referred to as “Jiangsu Xingyuan”), a wholly-owned subsidiary of the company, is approved to set up a special account for raised funds in China Construction Bank Corporation(601939) Changzhou Economic Development Zone sub branch for the storage and management of all raised funds. Signed by the company, Jiangsu Xingyuan, sponsor Tianfeng Securities Co.Ltd(601162) and relevant deposit banks
