Securities code: Jiangsu Etern Company Limited(600105) securities abbreviation: Jiangsu Etern Company Limited(600105) Announcement No.: pro 2022017 bond Code: 110058 bond abbreviation: Yongding convertible bond
Jiangsu Etern Company Limited(600105)
Report on the use of previously raised funds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
In accordance with the provisions of the China Securities Regulatory Commission on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500), Jiangsu Etern Company Limited(600105) (hereinafter referred to as “the company”) will report the use of the previously raised funds as of December 31, 2021 as follows:
1、 Basic information of previously raised funds
（1） The amount of funds raised last time and the time of receipt of funds
With the approval of the reply on approving Jiangsu Etern Company Limited(600105) public issuance of convertible corporate bonds (zjxk [2019] No. 312) issued by the China Securities Regulatory Commission, the company issued 9.8 million convertible corporate bonds to the public by the lead underwriter Huaxi Securities Co.Ltd(002926) through public issuance, with a face value of 100 yuan each, raising a total of 98 million yuan, After deducting the underwriting and recommendation fee of 13.5 million yuan (including tax, the underwriting and recommendation fee excluding tax this time is 14.151 million yuan, and the company has prepaid the non tax recommendation fee of 1.4151 million yuan from the non raised fund account in 2018), the raised fund is 966.5 million yuan, It has been remitted by the lead underwriter Huaxi Securities Co.Ltd(002926) to the raised funds supervision account of the company on April 22, 2019. In addition, after deducting the online issuance fee, prospectus printing fee, reporting accountant fee, lawyer fee, evaluation fee and other new external expenses directly related to the issuance of equity securities of RMB 2610900 (excluding tax), the net capital raised by the company this time is RMB 963238100. The availability of the above raised funds has been verified by Tianjian Certified Public Accountants (special general partnership), who issued the capital verification report (Tianjian Yan [2019] No. 6-17).
（2） Deposit of the previously raised funds in the special account
As of December 31, 2021, the deposit of the company’s raised funds in the bank account is as follows:
Unit: RMB
December 31, 2021 remarks deposit bank account number initial deposit amount daily balance
Bank Of China Limited(601988) Co., Ltd. 535273114514200000 Ping An Bank Co.Ltd(000001) 899485
Company: Wujiang Luxu sub branch
China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd
Ltd. Wujiang FenHu 1102022629006041881206500 Shenzhen Fountain Corporation(000005) 590350
Jiangsu Suzhou rural commercial sub branch
Bank Co., Ltd. 0706678081120100313136200000 China Baoan Group Co.Ltd(000009) 11692241
Luxu Sub Branch China Agricultural Bank Of China Limited(601288) Co., Ltd
Ltd. Wujiang FenHu 1054370104 Guizhou Bailing Group Pharmaceutical Co.Ltd(002424) 9200000 Ping An Bank Co.Ltd(000001) 852640
Sub branch
Bank Of Jiangsu Co.Ltd(600919) Co., Ltd. 30450188 Sichuan Lutianhua Company Limited(000912) 7316000 China Vanke Co.Ltd(000002) 58063297
Company: Wujiang FenHu sub branch
Subtotal 966500 Ping An Bank Co.Ltd(000001) 179098013
2、 Use of previously raised funds
See Annex 1 of this report for the comparison table of the use of the previously raised funds.
3、 Change of previous raised funds
On December 10, 2021, the proposal on terminating the investment projects with raised funds and permanently replenishing the remaining raised funds into working capital was deliberated and adopted at the 12th extraordinary meeting of the ninth board of directors in 2021, the ninth extraordinary meeting of the ninth board of supervisors in 2021, the fifth extraordinary general meeting of shareholders in 2021 and the first bondholders’ meeting in 2021.
Due to market changes and other reasons, the second phase of the 600 ton / year optical fiber preform project (300 ton optical fiber preform project) and the 10 million core km / year optical fiber project have not yet started construction, the relevant products have been overcapacity in the market, and the future market prospect is not optimistic. According to the research and decision of relevant departments and decision-makers of the company, the implementation of the above two projects was terminated.
4、 Contents and reasons for the difference between the actual total investment of the previous fund-raising project and the commitment
(I) the difference between the actual total investment and the commitment of the project raised funds in the previous time
The difference between the actual total investment and the commitment of the project raised funds in the previous time can be seen in Annex 1.
(II) reasons for the difference between the actual total investment of the project raised in the previous time and the commitment
1. The reasons for the termination of the 600 t / a optical fiber preform project (phase II 300 t optical fiber preform project) are as follows: in 2021, the price of optical fiber is far lower than expected, and the price of optical fiber preform is seriously restricted; The raw materials of optical fiber preform increased significantly, and the material cost increased; China has excess capacity of optical fiber preforms. Under the current situation of oversupply of optical fiber preform in the whole market, if the phase II 300 ton optical rod project is continued, the company will have excess production capacity of optical rod.
2. The reasons for the termination of the optical fiber project with an annual output of 10 million core kilometers are as follows:
As the design capacity of the expansion of the optical fiber project matches the capacity of the optical rod project, the 300 ton optical rod project in phase I has met the capacity demand of the optical fiber company after its completion. Affected by the global epidemic, the demand of the international optical fiber market has decreased year-on-year, and the price of centralized optical fiber procurement of Chinese operators has further fallen. For the new or expanded optical fiber manufacturers, It is difficult to achieve breakeven in the short term.
5、 Description of the external transfer or replacement of the investment project of the previously raised funds
The company has no external transfer or replacement of the investment projects of the previously raised funds.
6、 Description of the benefits achieved by the investment project of the previously raised funds
（1） Comparison table of realized benefits of investment projects with previously raised funds
See Annex 2 of this report for the benefits achieved by the investment projects with the funds raised last time. The calculation caliber and method of realized benefits in the comparison table are consistent with those of promised benefits.
1. Optical fiber preform project with an annual output of 600 tons
As of December 31, 2021, the first phase of the 600 ton optical fiber preform project invested by the company with raised funds is still in the process commissioning stage and has not produced economic benefits.
Due to market changes and other reasons, the construction of phase II of the project has not started and has been terminated, resulting in no economic benefits. 2. Optical fiber project with an annual output of 10 million core kilometers
Due to market changes and other reasons, the project has not yet started construction and has been terminated, resulting in no economic benefits.
（2） Description of the situation that the benefits of the investment project with the previously raised funds cannot be calculated separately
The company does not have the situation that the benefits of the investment projects with the previously raised funds cannot be calculated separately.
（3） Description of the situation that the cumulative realized income of the investment project invested by the previously raised funds is less than 20% (including 20%) of the commitment
The company does not have the situation that the cumulative realized income of the investment project with the previously raised funds is less than 20% (including 20%) of the commitment.
7、 Description of the operation of the assets used to subscribe for shares in the previously raised funds
The company’s previously raised funds were not used to subscribe for shares.
8、 Use of idle raised funds
（1） Temporary replenishment of working capital with idle raised funds
On September 16, 2019, the company held the first interim meeting of the ninth board of directors in 2019 and the first interim meeting of the ninth board of supervisors in 2019, deliberated and approved the proposal on the company’s use of some idle raised funds to temporarily supplement working capital, and agreed to use the raised funds of no more than 45 million yuan (including 45 million yuan) to temporarily supplement working capital, The time limit shall not exceed 12 months from the date of deliberation and approval by the board of directors. As of August 20, 2020, the company has returned all the raised funds of RMB 45 million for temporary replenishment of working capital to the special account for raised funds.
The company held the sixth meeting of the ninth board of directors on August 26, 2020, deliberated and passed the proposal on the company to continue to use some idle raised funds to temporarily supplement working capital, and decided to continue to use the raised funds of no more than 45 million yuan (including 45 million yuan) to temporarily supplement working capital, The time limit shall not exceed 12 months from the date of deliberation and approval by the board of directors. As of August 3, 2021, the company has returned all the raised funds of RMB 45 million for temporary replenishment of working capital to the special account for raised funds.
On August 3, 2021, the sixth extraordinary meeting of the ninth board of directors in 2021 and the fourth extraordinary meeting of the ninth board of supervisors in 2021 respectively deliberated and approved the proposal on the company’s continued use of some idle raised funds to temporarily supplement working capital, and decided to continue to use the raised funds of no more than 45 million yuan (including 45 million yuan) to temporarily supplement working capital, The time limit shall not exceed 12 months from the date of deliberation and approval by the board of directors.
On December 10, 2021, the proposal on terminating the investment projects with raised funds and permanently replenishing the remaining raised funds into working capital was deliberated and adopted at the 12th extraordinary meeting of the ninth board of directors in 2021, the ninth extraordinary meeting of the ninth board of supervisors in 2021, the fifth extraordinary general meeting of shareholders in 2021 and the first bondholders’ meeting in 2021. As of the date of issuance of the report, since the raised funds of RMB 45 million that have been used to temporarily replenish liquidity funds in the early stage have not been returned to the raised funds account, the subsequent company will make permanent replenishment of liquidity after the raised funds of RMB 45 million have been returned to the raised funds account.
（2） Cash management with idle raised funds
The 12th meeting of the 8th board of directors of the company deliberated and adopted the proposal on using some idle raised funds and self owned funds to purchase financial products. It is agreed that the company can use some idle raised funds for cash management within the limit of no more than 700 million yuan without affecting the use of raised funds and its own funds in the process of construction, production and operation of raised funds, and the funds can be used on a rolling basis.
As of December 31, 2021, the company used idle raised funds for cash management, and the balance was 0 yuan. In 2019, 2020 and 2021, the principal of financial products purchased by the company with idle raised funds has been fully redeemed.
9、 Balance of previous raised funds and use of surplus raised funds
As of December 31, 2021, the balance of unused raised funds of the company was 461791 million yuan (including the net amount of accumulated bank deposit interest minus bank handling charges of 112669 million yuan). Among them, the balance of the special account for raised funds was 11.791 million yuan, and the idle raised funds were used to temporarily supplement the working capital of 45 million yuan. The net amount of funds actually raised by the company was 963238100 yuan, and the unused amount accounted for 47.94% of the total amount of funds raised in the previous time. The remaining raised funds will be used to supplement working capital.
10、 Description of other differences
There is no difference between the actual use of the company’s previously raised funds and the contents disclosed in the company’s annual periodic reports and other information disclosure documents.
Annex: 1 Comparison table of the use of the previously raised funds
2. Comparison table of realized benefits of investment projects invested with previously raised funds
Jiangsu Etern Company Limited(600105) board of directors March 8, 2022 Annex 1:
Comparison table of the use of the previously raised funds
As of December 31, 2021
Prepared by: Jiangsu Etern Company Limited(600105) unit: RMB 10000
Total raised funds: 9632381 total used raised funds: 5158010
Raised funds used in each year
