Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About Gcl System Integration Technology Co.Ltd(002506)
Verification opinions on changing the purpose of raised funds
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as " Shenwan Hongyuan Group Co.Ltd(000166) " or "recommendation institution")
As a sponsor of Gcl System Integration Technology Co.Ltd(002506) (hereinafter referred to as " Gcl System Integration Technology Co.Ltd(002506) " or "the company")
In accordance with the measures for the administration of securities issuance and recommendation business, the Listing Rules of Shenzhen Stock Exchange and the Shenzhen
The guidelines for the standardized operation of Listed Companies in stock exchanges and other relevant provisions are hereby formulated for the Gcl System Integration Technology Co.Ltd(002506) Fifth Board of directors
The matters on changing the purpose of the raised funds considered at the 12th meeting were carefully verified as follows: I. Basic information of the funds raised by non-public offering of shares in Gcl System Integration Technology Co.Ltd(002506) 2020
(i) Receipt of raised funds
Approved by China Securities Regulatory Commission on Gcl System Integration Technology Co.Ltd(002506) non-public offering of shares
The company was approved to issue RMB common shares (A shares) with the approval of the reply to the bill (zjxk [2020] No. 1763)
773230764 shares, the issue price is RMB 3.25 per share, and the total amount of raised funds is
2512999983.00 yuan, after deducting the issuance expenses, the net amount of raised funds is 2491617907.65 yuan. above
The availability of raised funds has been verified by Suya Jincheng Certified Public Accountants (special general partnership) and will be released in 2021
Suyayan [2021] No. 2 capital verification report was issued on January 6, 2004.
2、 Amount and balance of raised funds
As of December 27, 2021, the use of the company's raised funds is as follows:
Unit: 10000 yuan
Project name planned amount of raised funds accumulated amount of raised funds
Large size recycled wafer semiconductor project 73161.7935000 (temporary replenishment of working capital)
Hefei Gcl System Integration Technology Co.Ltd(002506) 2.5gw laminated tile assembly project 12.0012.00
Hefei Gcl System Integration Technology Co.Ltd(002506) 15gw photovoltaic module project 49988.0025997.86
Supplementary working capital 126000126000
The total amount of raised funds is 249161.79187009.86
As of December 27, 2021, the company has used the raised funds of 1870098600 yuan and is idle
The raised funds temporarily supplemented the working capital of 350 million yuan, and the balance of the special storage account of the raised funds was 624.4612 million yuan (including the accumulated bank deposit interest received).
3、 The purpose of some raised funds changed this time
Facing the rapid growth opportunity of the photovoltaic industry market, the company focuses on resources, gives full play to its competitive advantages, improves the use efficiency of the raised funds, and plans to change the purpose of the raised funds of the "large-scale renewable wafer semiconductor project" (including the idle raised funds of RMB 350 million that have not been returned as temporary supplementary working funds, and the net amount of interest income from bank deposits after deducting bank charges), RMB 500 million will be invested in the construction of "Hefei Gcl System Integration Technology Co.Ltd(002506) 15gw photovoltaic module project", and the rest will be invested in the construction of "Leshan Gcl System Integration Technology Co.Ltd(002506) 10GW high-efficiency TOPCON photovoltaic cell production base (phase I 5GW) project".
The proportion of the amount of funds raised in this change in the net amount of funds raised is 29.36%.
4、 Reasons for changing the investment project of raised funds
(i) Original project plan and actual investment
The "large scale recycled wafer semiconductor project" (hereinafter referred to as the "original raised investment project") is implemented by Hefei Gcl System Integration Technology Co.Ltd(002506) Photoelectric Technology Co., Ltd., with a total investment of 2876.82 million yuan. As of December 27, 2021, the project has invested 0 million yuan of raised funds, temporarily replenished 350 million yuan of working capital with idle raised funds, and the balance of unused raised funds is 382396400 yuan (including the accumulated interest on bank deposits). （2） Reasons for terminating the original raised investment project
In March 2020, the company launched the investment and construction of 60GW components and supporting industrial base project in Feidong County, Hefei, with the goal of "210mm" new component products and full compatibility with sizes below "210mm", so as to take into account existing products and fill the supply gap of large-size products in the future.
At present, the photovoltaic industry has entered a period of vigorous development and strong market demand. The company's No. 1 plant of Hefei Gcl System Integration Technology Co.Ltd(002506) phase I 15gw project has started mass production. It is expected that by the end of 2022, the company will have a capacity of more than 20GW large-size components. In order to ensure the safety of the supply chain and improve the independent capacity of battery cells, the company also needs to speed up the construction of large-scale and high-efficiency battery cell capacity and improve the capacity matching of module battery cells. Therefore, after detailed discussion, the company plans to concentrate resources to accelerate the investment in Hefei module large-scale base project and Leshan Gcl System Integration Technology Co.Ltd(002506) high-efficiency TOPCON photovoltaic cell project. It plans to give priority to the funds raised from the "large-scale renewable wafer semiconductor project" to invest in the construction of the above projects.
The "large-size recycled wafer semiconductor project" will be implemented with its own funds in combination with industry conditions, market conditions and company funds.
5、 New raised investment projects
(i) Hefei Gcl System Integration Technology Co.Ltd(002506) 15gw photovoltaic module project
1. Basic information and investment plan of the project
The total investment of "Hefei Gcl System Integration Technology Co.Ltd(002506) 15gw photovoltaic module project" is 210.31 million yuan, including 146 million yuan in fixed assets and 640.31 million yuan in initial working capital. All the raised funds will be used for the capital expenditure of the project, and the rest will be solved through bank loans and self raised funds. The construction period of the project is 12 months. At present, 5GW of plant 1 of Hefei Gcl System Integration Technology Co.Ltd(002506) phase I 15gw project has been put into operation, plant construction and equipment bidding have been completed for plant 2, and the construction of plant 3 is progressing steadily. It is expected that it will be put into operation in 2022.
2. Project feasibility analysis
(1) High efficiency and large size components have broad development prospects
Due to the increasing size of silicon wafers in the past few years, although the high-efficiency component packaging technology is relatively mature, the corresponding battery size can not be determined. In the next few years, there is a huge demand for the component capacity to produce large-size battery wafers (166mm-210mm), and the current market share of large-size components is still low, This brings an unprecedented window of opportunity to the implementation of this project.
(2) Scale advantage
According to the latest analysis on the scale advantage of component links, the scale advantage will be less obvious when the scale of component single link monomer exceeds 10-15gw, but it will decline exponentially. Take full advantage of the critical scale of Hefei 50gw project to obtain the lowest cost {0026}; At the same time, by selecting large-size component equipment, increasing the annual output of single machine, reducing component manufacturing cost and equipment depreciation per watt, we can effectively control the single link manufacturing cost and obtain competitive advantage.
(3) Location advantage
The project is located in the circular economy demonstration park in Feidong County, Hefei. As a city for science and education, the project has sufficient talent supply and has China's leading photovoltaic industry chain foundation. Compared with Jiangsu and Zhejiang, the labor cost can be 30% lower. The photovoltaic glass supply in Fengyang, Hefei and Bengbu can provide raw material guarantee for the project. At the same time, with the JIT warehouse inventory management established by GCL Hefei component project, the input logistics cost of core auxiliary materials in component manufacturing can be greatly reduced, so as to reduce the comprehensive manufacturing cost of components.
3. Economic benefit analysis of the project
After calculation, the project is expected to achieve an annual operating income of 9026.19 million yuan, a sales profit margin of 11.3%, a full investment internal rate of return (after tax) of 14% and an investment payback period of 6.28 years. The project has good economic benefits.
（2） Leshan Gcl System Integration Technology Co.Ltd(002506) 10gw high efficiency TOPCON photovoltaic cell production base (phase I 5GW) project
1. Basic information and investment plan of the project
The total investment of "Leshan Gcl System Integration Technology Co.Ltd(002506) 10GW high efficiency TOPCON photovoltaic cell production base (phase I 5GW) project" is 1867.32 million yuan, including 164.117 million yuan of engineering construction investment and 226.15 million yuan of initial working capital. All the raised funds will be used for the capital expenditure of the project, and the rest will be solved through bank loans and self raised funds.
2. Project feasibility analysis
(1) The technical route is in line with the future development trend
In recent years, with the development of diamond wire cutting and perc technology, p-type monocrystalline silicon battery has become more economical and belongs to the current mainstream battery technology; The more efficient n-type monocrystalline silicon battery belongs to the next generation battery technology. At present, the market share is relatively small, but the technology is developing rapidly and is expected to accelerate its application in the industry. Among them, n-type TOPCON battery technology has the advantages of excellent contact passivation characteristics, high VOC and strong multi electron transport capacity. With the gradual improvement of process maturity and cost economy, it is expected to become the mainstream high-efficiency battery technology in the next three years.
Figure: average conversion efficiency of various batteries from 2019 to 2025
Data source: China Photovoltaic Industry Association
(2) Industrial chain advantages of large-size components and high-efficiency batteries
The target of the project is TOPCON and other high-efficiency large-size batteries, which will all be used to supplement the production capacity of the company's large-size high-efficiency batteries, give full play to the leading advantages of n-type TOPCON battery technology, and meet the production capacity supporting needs of Hefei Gcl System Integration Technology Co.Ltd(002506) component base. After the completion of the project, the company will have the independent production capacity of TOPCON battery, improve the overall gross profit margin level of the industrial chain, alleviate supplier risks, and help the company enhance profitability and market competitiveness.
(3) Location advantage
The project is located in Leshan Trinity headquarters economic gathering area. In July 2019, the CPC Leshan Municipal Committee and Leshan Municipal People's government issued the implementation opinions on accelerating the construction of "3 + 1" modern industrial system - promoting high-quality industrial development, focusing on building the whole photovoltaic industry chain of "silicon cutting cell module system integration". With the help of Leshan's unique hydropower resources and industrial silicon foundation, the company can quickly build a high-efficiency battery production base with competitive advantages in cost, efficiency and quality by virtue of its long-term accumulated technical resources.
3. Economic benefit analysis of the project
It is estimated that the average annual after tax profit of the project in the calculation period is 325.45 million yuan, the pre tax internal rate of return is 23.89%, the after tax internal rate of return is 19.85%, the pre tax investment payback period is 4.85 years, and the after tax investment payback period is 5.39 years (including the construction period). The project has good economic benefits.
6、 The impact of the proposed change in the investment project of raised funds on the company
The investment projects of raised funds involved in this change will help the company seize the development opportunities of photovoltaic market, improve the company's market competitiveness and profitability, and improve the use efficiency of raised funds, without damaging the interests of shareholders. The company will strictly abide by the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the company's measures for the management of raised funds, strengthen the internal and external supervision on the use of raised funds, and ensure the legal and effective use of raised funds. After the proposal is considered and approved by the board of directors, it can be implemented only after it is considered and approved by the general meeting of shareholders of the company.
7、 Special opinions of independent directors and board of supervisors
(i) Opinions of independent directors
The company's investment in the construction of Hefei Gcl System Integration Technology Co.Ltd(002506) 15gw photovoltaic module project and Leshan Gcl System Integration Technology Co.Ltd(002506) 10GW high-efficiency TOPCON photovoltaic cell production base (phase I 5GW) project by changing the purpose of part of the raised funds is a timely adjustment based on market opportunities and industry changes, which is conducive to improving the use efficiency of the raised funds, enhancing the profitability of the company and in line with the interests of the company and all shareholders. The change of the purpose of some raised funds has fulfilled the necessary legal procedures and complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange. Therefore, the independent directors agreed to change the purpose of some raised funds.
（2） Opinions of the board of supervisors
After deliberation, the adjustment of the company is in line with the actual situation of the use of Gcl System Integration Technology Co.Ltd(002506) raised funds, and there is no damage to the interests of shareholders; Comply with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the company's measures for the administration of raised funds. Therefore, the board of supervisors agreed to the above adjustments.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Gcl System Integration Technology Co.Ltd(002506) the change of the purpose of the raised funds has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their consent opinions, which need to be submitted to the general meeting of shareholders for deliberation, and the company has fulfilled the relevant deliberation procedures and complied with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions, The recommendation institution has no objection to the change of the purpose of the raised funds.
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Sponsor representative:
Hou Haitao, Xu Yafen
