China Merchants Securities Co.Ltd(600999)
Verification opinions on the special report on the deposit and use of raised funds in Shanghai Putailai New Energy Technology Co.Ltd(603659) 2021
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” or “sponsor”) has continued the continuous supervision of the company’s previous public offering of convertible bonds since Shanghai Putailai New Energy Technology Co.Ltd(603659) (hereinafter referred to as “company”, “listed company”) disclosed the announcement on changing the sponsor and sponsor representative on April 30, 2020. On December 4, 2020, after the company’s non-public offering of A-Shares in 2020 was listed, as the sponsor of this non-public offering, the company continued to perform the obligation of continuous supervision. In accordance with the relevant provisions of the measures for the administration of 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, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, Carefully and prudently checked the deposit and use of raised funds in Shanghai Putailai New Energy Technology Co.Ltd(603659) 2021. The details of the verification are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
1. Shanghai Putailai New Energy Technology Co.Ltd(603659) (hereinafter referred to as “the company” or “the company”) was approved by the CSRC’s zjxk [2017] No. 1823 document, and the lead underwriter Sinolink Securities Co.Ltd(600109) issued 63702900 ordinary shares (A shares) to the public through the Shanghai stock exchange system through the combination of inquiry and placement of offline investors and online subscription and fixed price issuance according to market value, with an issue price of RMB 16.53 per share, The total amount of funds raised is 1053089 million yuan, after deducting the underwriting Commission and recommendation fee of 447032 million yuan (excluding tax), The lead underwriter Sinolink Securities Co.Ltd(600109) remitted 7993287 million yuan into the company’s raised funds supervision account, Ningde branch account of Fujian strait bank Co., Ltd. (Account No.: 1 Ningxia Western Venture Industrial Co.Ltd(000557) 012 Ningbo Shuanglin Auto Parts Co.Ltd(300100) 7) and 20897700 yuan into Shanghai Branch of Ningbo Tongshang Bank Co., Ltd. (Account No.: 1100084655 China Vanke Co.Ltd(000002) ) on October 30, 2017. In addition, after deducting the additional external expenses related to the issuance of equity securities such as audit fees, lawyer fees and issuance handling fees of RMB 9.1944 million (excluding tax), the net amount of funds raised by the company this time is RMB 9991863 million. The availability of the above raised funds was verified by Zhonghui Certified Public Accountants (special general partnership), and the capital verification report (Zhonghui Keyan [2017] No. 4956) was issued on October 30, 2017.
2. The company has approved the public issuance of convertible corporate bonds of RMB 870 million with the approval of the China Securities Regulatory Commission (CSRC) zjxk [2019] No. 2318 document. After the convertible corporate bonds issued by the company are closed on the equity registration date (December 31, 2019), the original shareholders of the company registered in China depository and Clearing Co., Ltd. Shanghai branch have priority in placing, and the balance after the priority placement of the original shareholders (including the part abandoned by the original shareholders) is issued to the public investors through the trading system of Shanghai stock exchange online, China Securities Co.Ltd(601066) as the recommendation institution for the issuance of convertible bonds. The company publicly issued convertible corporate bonds with a face value of RMB 100 each, issued 8.7 million pieces, issued at a price of RMB 100 each, and raised a total of RMB 870 million. After deducting the underwriting and recommendation expenses including tax of RMB 4.5 million and other issuance expenses including tax of RMB 966000 from the total amount of convertible corporate bonds issued to the public, the actual net amount of funds raised is RMB 864534 million (RMB 864534 million). The above funds raised have been verified by Ernst & Young certified Public Accountants (special general partnership), The verification report (Ernst & Young Huaming [2020] Yan Zi No. 61453494b01) was issued on January 8, 2020.
3. According to the reply on approving Shanghai Putailai New Energy Technology Co.Ltd(603659) non-public Development Bank shares (zjxk [2020] No. 2226 document of China Securities Regulatory Commission), the company issued 50706791 ordinary shares in the form of non-public offering, with a par value of RMB 1.00 per share. The price of this issuance is 90.55 yuan / share, and the total amount of issuance is 45914999 million yuan. After deducting the issuance cost of 4.536 million yuan, the net amount of funds actually raised is 45869964 million yuan. The above funds were in place on November 25, 2020, verified by Ernst & Young Huaming Certified Public Accountants (special general partnership), and the capital verification report of Ernst & Young Huaming (2020) Yan Zi No. 61453494b03 was issued on November 25, 2020.
(II) use and savings of raised amount
1. Funds raised from initial public offering
As of December 31, 2020, the balance of surplus funds raised from the company’s initial public offering of shares (the amount is the interest and cash management income generated from the raised funds) was 379034 million yuan.
In 2021, the company actually used 38.341 million yuan of raised funds for the initial public offering of shares. Among them, 38 million yuan will be used for the “capacity expansion and R & D center construction project of 20000 tons of high-performance lithium-ion battery cathode materials per year”; The construction project of “high safety lithium ion battery functional coating diaphragm production base and R & D center” uses 341000 yuan. In 2021, the net interest income and financial income generated from the raised funds were 452400 yuan. As of December 31, 2021, all the projects raised and invested in the company’s initial public offering of shares have been closed. The company has transferred the balance of 14800 yuan of raised funds to the general account, and the balance of the raised funds account is 0 yuan. See Annex 1 of this report for the details of the surplus funds.
2. Funds raised by public issuance of convertible corporate bonds
As of December 31, 2020, the balance of surplus funds raised from the public issuance of convertible bonds (including net interest income and wealth management income) of the company was 17817889 million yuan.
In 2021, the company publicly issued convertible corporate bonds and actually used 1826689 million yuan of raised funds for investment projects. Of which, 1420608 million yuan was used for the “construction project of functional coating diaphragm production base for high safety lithium ion battery”; 406082 million yuan will be used in the project of “30000 tons of high-performance lithium-ion battery cathode materials (carbonization and other main processes) per year”.
In 2021, the net interest income and financial management income generated from the raised funds were 4.769 million yuan. As of December 31, 2021, all the projects raised and invested by the company’s public issuance of convertible corporate bonds have been closed. The company has transferred the balance of 216900 yuan of raised funds to the general account, and the balance of the raised funds account is 0.01 yuan. See Annex 1 of this report for the details of the surplus funds.
3. Funds raised by non-public offering of shares
As of December 31, 2020, the balance of surplus raised funds (including net interest income and outstanding issuance expenses) from non-public offering of common shares of the company was 3417745600 yuan.
In 2021, the company paid 660400 yuan for non-public offering and 15 Jiangsu Sinopep-Allsino Biopharmaceutical Co.Ltd(688076) 00 yuan was actually raised for non-public offering projects. Of which, 224203 million yuan was used for the “construction project of cathode materials for high-performance lithium ion batteries with an annual output of 50000 tons”; 1028584 million yuan was used for the project of “acquiring 49% equity of Shandong Xingfeng”; “Graphitization project of cathode materials for lithium ion batteries with an annual output of 50000 tons” uses 428021700 yuan; “Lithium ion battery diaphragm project with an annual output of 249 million square meters” uses 466015500 yuan; 2977298 million yuan will be used for the “project with an annual output of 500 million square meters of new coated diaphragm for high safety power battery”; The “supplementary working capital project” used 251761900 yuan. As of December 31, 2021, the balance of the raised fund account is 1590954100 yuan (including the net interest income and financial income of the current year).
2、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use and protect the interests of investors,
In accordance with the provisions of the company law, the securities law and other relevant laws, regulations and normative documents, the company combines
According to the actual situation of the company, the company has formulated the management of Shanghai Putailai New Energy Technology Co.Ltd(603659) raised funds
System (hereinafter referred to as “management system”). According to the management system, the company adopts
Special account storage system, set up a special account for raised funds in the bank, and China Merchants Securities Co.Ltd(600999) shares of the company and the sponsor
Ltd. and Ningde branch of Fujian strait bank Co., Ltd. and Ningbo Tongshang Bank Co., Ltd
Division Shanghai Branch, China Merchants Bank Co.Ltd(600036) Dongguan Nancheng sub branch, Industrial Bank Co.Ltd(601166) Ningde
Branch, China Minsheng Banking Corp.Ltd(600016) Shanghai Branch, China Merchants Bank Co.Ltd(600036) Shanghai Lianyang branch
Bank of China, China Merchants Bank Co.Ltd(600036) Shanghai Branch, Bank Of Ningbo Co.Ltd(002142) Shanghai Yangpu sub branch, Wenzhou Branch
Bank of Xuzhou Co., Ltd. Shanghai Xuhui sub branch, China Merchants Bank Co.Ltd(600036) Dongguan branch, China Citic Bank Corporation Limited(601998)
Shanghai Branch of Co., Ltd. signed the tripartite supervision agreement on the storage of special account for raised funds, which defined the parties
Rights and obligations. The company has strictly complied with the use of the raised funds to facilitate the use of the raised funds
Manage and use and supervise its use to ensure that the special fund is used for a specific purpose.
(II) special account storage of raised funds
As of December 31, 2021, the company has opened a special account for the initial public offering of funds
The situation is as follows:
No. unit account no. of deposit bank name of raised investment project account balance (yuan)
Fujian strait bank Co., Ltd. has an annual output of 20000 tons of high-performance lithium-ion electricity
1 Shanghai Putailai New Energy Technology Co.Ltd(603659) Co., Ltd. Ningde branch 1 Ningxia Western Venture Industrial Co.Ltd(000557) 012 Ningbo Shuanglin Auto Parts Co.Ltd(300100) 7 pool cathode material capacity expansion and R & D 0 center construction project, coating equipment production
Construction of production base and R & D Center
Shanghai Putailai New Energy Technology Co.Ltd(603659) Ningbo Tongshang Bank Co., Ltd. has purpose and high safety lithium ion battery power
Construction project of 1100084655 China Vanke Co.Ltd(000002) coating diaphragm production base and R & D 0 center of Shanghai Branch of 2 Co., Ltd
Jiangxi Zichen Fujian strait bank Co., Ltd
Ningde branch 1 5I5J Holding Group Co.Ltd(000560) 36890010002 of 3 Co., Ltd. has an annual output of 20000 tons of high-performance lithium ion battery 0 cell cathode material capacity expansion and R & D
Liyang Zichen Fujian strait bank Co., Ltd. joint stock center construction project
4 Limited Company Ningde branch 1 Shanxi Fenghuo Electronics Co.Ltd(000561) 289700100010
Jiangxi Jiatuo Ningbo Tongshang Bank Co., Ltd. has a coating equipment production base and is under research and development
5. Shanghai Branch 1100177555 Ping An Bank Co.Ltd(000001) core construction project 0
No. unit account no. of deposit bank name of raised investment project account balance (yuan)
Jiangsu Jiatuo China Merchants Bank Co.Ltd(600036) Co., Ltd
Division 6 Dongguan Nancheng sub branch 7699065184105880
Industrial Bank Co.Ltd(601166) Co., Ltd. high safety lithium ion battery functional coating
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