Shenzhen Clou Electronics Co.Ltd(002121)
Special report on the use of previously raised funds
According to the provisions on the report on the use of the previously raised funds (zjfz [2007] No. 500) of the China Securities Regulatory Commission, Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as the “company”) will report the use of the previously raised funds as of September 30, 2021 as follows:
1、 Basic information of the previously raised funds
With the approval of China Securities Regulatory Commission on approving Shenzhen Clou Electronics Co.Ltd(002121) non-public offering of shares (zjxk [2016] No. 3229) and the consent of Shenzhen Stock Exchange, the company’s lead underwriter China Industrial Securities Co.Ltd(601377) issues RMB common shares to specific investors by means of non-public offering of shares (A shares) no more than 223118216.00 shares. The issue price is RMB 8.52 per share. As of March 9, 2017, the company has actually issued RMB ordinary shares to specific investors (A shares) 213099435.00 shares, and the total amount of raised funds is 1815607200.00 yuan. After deducting underwriting fees, recommendation fees and other issuance expenses, the net amount of raised funds is 1804152081.78 yuan. Since value-added tax is a non price tax, the input tax of value-added tax of 648402.91 yuan can be deducted, and the recorded amount of raised funds of the company should be 1804800484.69 yuan.
As of March 9, 2017, all the funds raised by the above issuance of the company have been in place, which has been verified and confirmed by the capital verification report “Dahua Yan Zi [2017] No. 000148” issued by Dahua Certified Public Accountants (special general partnership).
As of September 30, 2021, the company has invested 377235153.20 yuan in non-public offering fund-raising projects, the amount of raised funds used in 2017 was 229915170.70 yuan, the amount of raised funds used in 2018 was 176082988.57 yuan, and the amount of raised funds used in 2019 was 936993.93 yuan. Due to the cancellation of the contract in 2019, Return the prepaid battery purchase payment of 29700000.00 yuan in 2018. The company terminated the implementation of some raised investment projects and permanently supplemented the remaining raised funds with working capital by 1434976629.51 yuan, of which, in 2018, the company terminated the implementation of some raised investment projects and permanently supplemented the remaining raised funds with working capital by 332572446.42 yuan, In 2019, the implementation of some raised investment projects was terminated and the remaining raised funds were permanently supplemented with working capital of RMB 1102404183.09. As of September 30, 2021, the raised funds have been used up. The accumulated interest generated in the current deposit account of raised funds is RMB 7411298.02.
In accordance with the measures for the administration of securities issuance of listed companies, the company has opened a special account for the storage of raised funds in the following banks. As of September 30, 2021, the storage of raised funds is listed as follows:
Monetary unit: RMB
Bank name account number initial deposit amount due date balance storage method China Zheshang Bank Co.Ltd(601916) Co., Ltd. 58400000010120100338781280014400.00 —- Shenzhen Branch
Bank Of Shanghai Co.Ltd(601229) Co., Ltd. 0039031803003600229 —— Shenzhen Fulian sub branch
China China Construction Bank Corporation(601939) Co., Ltd. has 44250100000050000683459274400.00 — Shenzhen Nanshan sub branch
China China Construction Bank Corporation(601939) Co., Ltd. has 44250100000050000907 —— Shenzhen Nanshan sub branch
China Zheshang Bank Co.Ltd(601916) Co., Ltd. 58400000010120100338519697312000.00 —- Shenzhen Branch
Bank Of Shanghai Co.Ltd(601229) Co., Ltd. 0039293403003593947 —— Shenzhen Science and Technology Park sub branch
China Zheshang Bank Co.Ltd(601916) Co., Ltd. 58400000100100347118368199684.69 —- Shenzhen Branch
Total — 1804800484.69—-
Note: as of September 30, 2021, the above account has been closed.
2、 Actual use of previously raised funds
(i) Use of previously raised funds
See attached table 1.
（2） Changes in the actual investment projects of the previously raised funds
1. From 2015 to 2017, the national development and Reform Commission lowered the on grid price three times. In the future, the on grid price of photovoltaic power generation is tentatively adjusted once a year, and there is still a risk of further decline. The actual feed in price of “110MW ground photovoltaic power generation project” in the future will be lower than the expected feed in price when the project is planned to invest, and the investment income may not meet the expectation. In order to further realize the strategic focus and highlight the main business, the company plans to terminate the implementation of the “110MW ground photovoltaic power generation project” after fully considering the policies, supporting grid connection conditions and power consumption of the construction site of the photovoltaic power station project, permanently supplement the working capital with the remaining raised funds of the project, and invest the limited resources in energy storage, batteries and other core businesses, Further optimize the asset structure and resource allocation, enhance the profitability of the company and maximize the interests of the company and shareholders.
On May 9, 2018, the 42nd (Interim) meeting of the sixth board of directors of the company considered and approved the proposal on terminating the implementation of some raised investment projects and permanently replenishing the remaining raised funds with working capital, agreed that the company would terminate the implementation of the non-public raised investment project “110MW ground photovoltaic power generation project”, and the remaining raised funds of the project would be 331528425.70 yuan (including interest income, the specific amount shall be subject to the fund balance in the special account of the project at the time of actual carry forward) permanently replenish working capital. The proposal was deliberated and adopted at the fifth extraordinary general meeting of shareholders in 2018 on May 25, 2018.
2. For the “industrialization project of smart energy energy storage, microgrid and active distribution network”, considering that the company has basically completed the construction of the main content of the fund-raising investment project, which can meet the business needs of local energy storage business, and the rapid development of ACG frequency modulation business in thermal power field in recent years, the company has a large demand for funds, in order to better grasp the industry direction, To develop energy storage business, the company plans to terminate the “industrialization project of smart energy storage, microgrid and active distribution network” and permanently supplement the remaining raised funds of the project with working capital.
For the “new energy vehicle and charging network construction and operation project”, due to the slow availability of raised funds, the parent company has invested in advance with its own funds in order to seize the market opportunity and layout the new energy vehicle operation and charging station operation business in advance, After the raised funds are in place, Nanchang Kelu Smart Grid Technology Co., Ltd., a wholly-owned subsidiary of the company, will further invest in the project. In view of the fact that the relevant platforms, new energy vehicles and relevant equipment in the charging station can basically meet the operation needs, and the company’s liquidity is tight, the company plans to terminate the “new energy vehicle and charging network construction and operation project”, and permanently replenish the working capital with the remaining raised funds of the project, so as to alleviate the capital cost pressure caused by the company’s large investment in the early stage, Improve the business performance of new energy business.
In recent years, with the delay in the issuance of national new energy power generation subsidies, the reduction of subsidies themselves, and the widespread phenomenon of abandoning light and wind, the new energy power generation industry is facing the dilemma of overcapacity. With the gradual stripping of the company’s photovoltaic projects, in order to make rational use of the raised funds and ensure the expected income, the company plans to terminate the “smart energy system platform project” aimed at building a supporting system to serve the company’s new energy power generation projects, and use the remaining raised funds to supplement working capital, alleviate the company’s capital pressure and ensure the steady development of the company’s smart grid and other core businesses. On June 12, 2019, the sixth (Interim) meeting of the seventh board of directors of the company considered and approved the proposal on terminating some investment projects with raised funds and permanently replenishing the remaining raised funds with working capital, and agreed to terminate the “industrialization project of smart energy storage, microgrid and active distribution network” and “construction and operation project of new energy vehicles and charging network” The “smart energy system platform project” has three raised investment projects, and the remaining raised funds of the above-mentioned raised funds investment projects totaling 1072559832.64 yuan (including interest income, and the specific amount shall be subject to the fund balance in the special account of the project at the time of actual carry forward) will be permanently supplemented with working capital. The proposal was deliberated and adopted at the fourth extraordinary general meeting of shareholders in 2019 on June 28, 2019.
（3） External transfer or replacement of investment projects with previously raised funds
On April 11, 2017, the 21st (Interim) meeting of the sixth board of directors of the company deliberated and approved the proposal on the company replacing the self raised funds of the investment projects invested with the raised funds in advance with the raised funds , it is agreed that the company will use the raised funds to replace the self raised funds of RMB 50787464.02 for the pre invested raised projects. The proposal was deliberated and passed at the third extraordinary general meeting of the company in 2017 on April 28, 2017. （4） Use of idle raised funds
1. On April 11, 2017, the 21st (Interim) meeting of the sixth board of directors of the company deliberated and adopted the company’s proposal on temporarily replenishing working capital with some idle raised funds It is agreed that on the premise of ensuring the funds required for the construction and investment of the raised funds and in combination with the company’s financial situation and production and operation needs, the company and its wholly-owned subsidiaries intend to temporarily supplement the working capital with idle raised funds of no more than RMB 120 million for the production and operation related to the main business of the company, The service life shall not exceed twelve months (calculated from the date of approval by the general meeting of shareholders of the company) and returned to the special account for raised funds before expiration. The proposal was deliberated and approved by the third extraordinary general meeting of shareholders of the company in 2017 on April 28, 2017. On April 28, 2018, the company has returned all the raised funds used to supplement working capital totaling 120 million yuan to the corresponding special account for raised funds of the company on schedule.
2. On May 9, 2018, the 42nd (Interim) meeting of the sixth board of directors of the company deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital , it is agreed that the company will use the idle raised funds of no more than RMB 60 million to temporarily supplement the working capital for the production and operation related to the company’s main business, and the service life shall not exceed 12 months from the date of deliberation and approval by the general meeting of shareholders. The proposal was deliberated and passed at the fifth extraordinary general meeting of shareholders in 2018 on May 25, 2018. On June 1, 2018, the 44th (Interim) meeting of the sixth board of directors of the company deliberated and adopted the proposal on adjusting the plan of using some idle raised funds to temporarily supplement working capital , it is agreed that the company will adjust the plan to use some idle raised funds to supplement working capital temporarily, and the use limit will be adjusted from no more than RMB 600 million to no more than RMB 90 million, and the service life will not exceed 12 months from the date of deliberation and approval by the general meeting of shareholders. The proposal was deliberated and passed at the seventh extraordinary general meeting of shareholders in 2018 on June 19, 2018.
3. On December 5, 2018, the 51st (Interim) meeting of the sixth board of directors of the company deliberated and adopted the proposal on adjusting the plan of using some idle raised funds to temporarily supplement working capital , it is agreed that the company will adjust the plan to use some idle raised funds to supplement working capital temporarily, and the use limit will be adjusted from no more than RMB 90 million to no more than RMB 107 million, The service life shall not exceed 12 months from the date of deliberation and approval by the corresponding general meeting of shareholders (among them, RMB 90 million of the raised funds will be returned to the corresponding special account for raised funds before June 19, 2019, and RMB 17 million of the newly added temporary working capital will be returned to the corresponding special account for raised funds within 12 months after the deliberation and approval of the general meeting of shareholders). The proposal was approved by the company on December 21, 2018 It was deliberated and adopted at an extraordinary general meeting of shareholders. On June 12, 2019, the company has returned all the raised funds used to supplement working capital totaling 1070 million yuan to the corresponding special account for raised funds of the company as scheduled.
（5） Comparison between the use of the previously raised funds and the company’s regular reports
1. The comparison between the actual cumulative investment amount of investment projects funded by non-public offering in 2017 and the relevant contents of periodic reports and other information disclosure is as follows:
Unit: RMB 10000
Whether there is any difference in the disclosure of the annual report / semi annual report on the actual use of investment project time? 2017 5863.415863.41 no
