China Merchants Securities Co.Ltd(600999)
About Shanghai Putailai New Energy Technology Co.Ltd(603659)
Summary report on continuous supervision and recommendation of non-public offering of shares in 2020
Shanghai Putailai New Energy Technology Co.Ltd(603659) (hereinafter referred to as ” Shanghai Putailai New Energy Technology Co.Ltd(603659) “, “issuer”, “listed company” and “company”) issued and listed A-Shares for the first time in November 2017. The company employs Sinolink Securities Co.Ltd(600109) as the sponsor of the initial public offering of shares, and the supervision period lasts until the remaining time of the year when the company’s A-Shares are listed and the expiration of the next two complete accounting years, i.e. as of December 31, 2019.
On March 11, 2019, the company held the second meeting of the second board of directors and the 2018 annual general meeting of shareholders on April 2, 2019, deliberated and passed the relevant proposals on the public issuance of convertible corporate bonds, and decided to hire China Securities Co.Ltd(601066) as the sponsor of this public offering, with a continuous supervision period for the remaining time of the year from the date of listing of convertible corporate bonds and the next full accounting year, That is, as of December 31, 2020.
On March 26, 2020, the company held the 13th meeting of the second board of directors and the 2019 annual general meeting of shareholders on April 16, 2020, deliberated and approved the proposal on the company’s non-public offering of a shares, and decided to employ China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” or “recommendation agency”) as the recommendation agency for the non-public offering of shares, The continuous supervision period is the remaining time of the current year from the date of securities listing and the subsequent full accounting year, i.e. as of December 31, 2021.
According to the relevant provisions of the measures for the administration of recommendation business for securities issuance and listing issued by the China Securities Regulatory Commission, the company shall terminate the recommendation agreement with the original recommendation institution if it employs another recommendation institution for re applying for securities issuance; The recommendation institution hired separately shall complete the continuous supervision work that the original recommendation institution has not completed. Therefore, China Merchants Securities Co.Ltd(600999) continues to perform the continuous supervision of the company’s initial public offering of shares and public issuance of convertible corporate bonds.
Up to now, the continuous supervision period of Shanghai Putailai New Energy Technology Co.Ltd(603659) initial public offering, public offering of convertible corporate bonds and non-public offering has expired. In accordance with the requirements of relevant regulations and normative documents such as the administrative measures for securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, the sponsor summarizes the work during the continuous supervision period as follows:
1、 Commitment of recommendation institution and recommendation representative
1. There are no false records, misleading statements or major omissions in the contents of the recommendation summary report, supporting documents and relevant materials, and the recommendation institution and the recommendation representative shall bear legal responsibility for its authenticity, accuracy and completeness.
2. The recommendation institution and the recommendation representative voluntarily accept any inquiry and investigation conducted by the CSRC on matters related to the recommendation summary report.
3. The recommendation institution and the recommendation representative voluntarily accept the regulatory measures taken by the CSRC in accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business.
2、 Basic information of the issuer
Project content
Company name Shanghai Putailai New Energy Technology Co.Ltd(603659)
Stock Code: Shanghai Putailai New Energy Technology Co.Ltd(603659) SH
Stock abbreviation Shanghai Putailai New Energy Technology Co.Ltd(603659)
The registered capital is 69438353900 yuan
Registered address: room 301-96, building 1, No. 400, Fangchun Road, China (Shanghai) pilot Free Trade Zone
Legal representative: Liang Feng
Secretary of the board of directors Han Zhongwei
Tel: 02161902930
The type of securities issuance is non-public issuance of a shares
The disclosure time of the annual report is March 29, 2022
3、 Basic information of the sponsor
Project content
Name of recommendation institution China Merchants Securities Co.Ltd(600999)
Registered address: No. 111, Fuhua 1st Road, Futian street, Futian District, Shenzhen
Legal representative: Huoda
Sponsor representatives Han Fenquan and LAN libing
Tel: 01050838968
Shanghai Putailai New Energy Technology Co.Ltd(603659) the A-share non-public offering in 2020 was listed on Shanghai Stock Exchange in December 2020, and the sponsor was China Merchants Securities Co.Ltd(600999) China Merchants Securities Co.Ltd(600999) appointed Han Fenquan and LAN libing as the sponsor representatives during the continuous supervision period of Shanghai Putailai New Energy Technology Co.Ltd(603659) 2020 non-public offering of a shares.
During the period of supervision, the sponsor has paid attention to the following business performance of the sponsor and relevant representatives of the issuer; Regularly supervise and verify the implementation of the issuer’s internal control system; Continue to pay attention to the use of funds raised by the issuer, the implementation plan of investment projects and other commitments; Assist the issuer in improving the relevant system of external guarantee and regularly check its implementation; Urge the issuer to improve and effectively implement the system to ensure the fairness and compliance of related party transactions; Regularly visit and check the issuer and supervise its effective implementation of the system to prevent major shareholders and other related parties from illegally occupying the issuer’s resources; Supervise and urge the issuer to fulfill relevant commitments according to relevant public commitments and agreements; Review the annual reports of the issuer during the supervision period. 5、 Major events and handling during the performance of recommendation duties
(I) change the implementation subject and location of some investment projects with raised funds
The listed company held the 22nd Meeting of the second board of directors and the 21st Meeting of the second board of supervisors on December 31, 2020, deliberated and adopted the proposal on changing the implementation subject and place of some raised investment projects respectively, and agreed to change the implementation subject and place of some raised investment projects this time. Change the implementation location of the “50000 ton / a high-performance lithium ion battery cathode material construction project” from Inner Mongolia to Sichuan, and the implementation subject from Inner Mongolia Zichen Technology Co., Ltd. to Sichuan Zichen Technology Co., Ltd; Change the implementation location of the raised investment project “lithium ion battery diaphragm project with an annual output of 249 million square meters” from Liyang, Jiangsu to Qionglai, Sichuan, and the implementation subject from Liyang Yuequan electric energy Co., Ltd. to Sichuan zhuoqin New Material Technology Co., Ltd; The implementation location of the raised investment project “lithium battery diaphragm high-speed line R & D project” was changed from Liyang, Jiangsu to Qionglai, Sichuan, and the implementation subject was changed from Jiangsu Zhuoxin Material Technology Co., Ltd. to Sichuan zhuoqin New Material Technology Co., Ltd.
After verification, the recommendation institution believes that:
“1. The change of the subject and place of implementation of some raised capital investment projects of the listed company has been deliberated and approved by the board of directors and the board of supervisors of the listed company. The independent directors have issued clear consent opinions and agreed to submit them to the general meeting of shareholders for deliberation, which is in line with the stock listing rules of Shanghai Stock Exchange and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies Provisions of relevant laws and regulations such as the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange;
2. The change of the implementation subject and location of some raised capital investment projects complies with the strategic planning and arrangement of the listed company and the relevant rules and regulations of the listed company, does not affect the normal progress of the raised capital investment plan, and does not change the investment direction of the raised capital in a disguised manner and damage the interests of shareholders. It conforms to the interests of all shareholders of the listed company and is conducive to the long-term development of the listed company.
To sum up, the sponsor has no objection to the change of the investment subject and the implementation place of the project. This matter needs to be submitted to the first extraordinary general meeting of shareholders in 2021 for deliberation. “
On January 20, 2021, the first extraordinary general meeting of shareholders in 2021 held by the listed company considered and approved the above matters.
6、 Explanation and evaluation of listed companies’ cooperation with sponsors
The listed company can timely send out the notice of the meeting of the board of directors, the board of supervisors and the general meeting of shareholders, and timely inform the sponsor representative; Respect the suggestions of sponsor representatives, improve various systems and decision-making procedures, and supplement and improve information disclosure materials; Actively cooperate with the recommendation institution and the recommendation representative in the supervision of on-site inspection and on-site training; Provide necessary convenience for the recommendation work. The listed companies cooperated well with the sponsors.
7、 Explanation and evaluation on the cooperation of securities service institutions with sponsors
During the period of continuous supervision, the intermediaries employed by the listed company can actively cooperate with the listed company and the sponsor to continuously supervise the relevant work, providing necessary support and convenience.
8、 Concluding comments on the review of information disclosure of listed companies
The recommendation institution continued to pay attention to the issuer’s information disclosure, reviewed its information disclosure documents and other documents submitted to the CSRC and the stock exchange, and found no violation of laws and regulations in the issuer’s information disclosure, or false records, misleading statements or major omissions during the supervision period. 9、 Concluding comments on the review of the use of raised funds of listed companies
The recommendation institution reviewed the deposit and use of the issuer’s raised funds and considered that the deposit and use of Shanghai Putailai New Energy Technology Co.Ltd(603659) three times of raised funds complied with the relevant provisions of the CSRC and the Shanghai Stock Exchange. The company has made special account storage and special use of the raised funds. The approval procedures for the use of the raised funds are legal and compliant, and there is no illegal use of the raised funds.
As of December 31, 2021, the funds raised from Shanghai Putailai New Energy Technology Co.Ltd(603659) IPO have been used up according to the disclosure plan.
As of December 31, 2021, the funds raised by Shanghai Putailai New Energy Technology Co.Ltd(603659) public issuance of convertible corporate bonds have been used up according to the disclosure plan.
As of December 31, 2021, Shanghai Putailai New Energy Technology Co.Ltd(603659) in 2020, the accumulated direct investment of the raised funds from the non-public offering of A-Shares was 2743676900 yuan, the balance of the raised funds not yet used was 1843319500 yuan, and the interest income and financial income of the special account for raised funds were 754997 million yuan, Therefore, the balance of the special account for raised funds is 1918819300 yuan (including the amount of financial products and the amount of temporary idle raised funds actually used by the company to temporarily supplement working capital).
The continuous supervision period of the sponsor on Shanghai Putailai New Energy Technology Co.Ltd(603659) has expired. However, in view of the fact that the funds raised by the listed company for non-public offering of A-Shares in 2020 have not been used up, the sponsor and the sponsor representative will continue to perform their supervision duties on the use of the raised funds until the raised funds are used up.
10、 Other declaration items required by the CSRC and the exchange
During the period when the recommendation institution performs its recommendation duties, there are no other matters required by the CSRC and the stock exchange except the above matters.
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