Securities code: Swancor Advanced Materials Co.Ltd(688585) securities abbreviation: Swancor Advanced Materials Co.Ltd(688585) Announcement No.: 2022009 Swancor Advanced Materials Co.Ltd(688585)
Special report on the deposit and actual use of raised funds in 2021
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law. 1、 Basic information of raised funds
(I) actual raised funds
According to the resolution of the 16th meeting of the first board of directors held on September 19, 2019 and the resolution of the third extraordinary general meeting of shareholders held on October 14, 2019 of Swancor Advanced Materials Co.Ltd(688585) (hereinafter referred to as “the company”), and approved by the reply on Approving the registration of Swancor Advanced Materials Co.Ltd(688585) initial public offering of shares (zjxk [2020] No. 2012) of China Securities Regulatory Commission on September 1, 2020, The company applies for an initial public offering of no more than 43200000 A shares. According to the issuance results, the company actually publicly issued 43.2 million A-Shares with a par value of 1.00 yuan per share, with an issuance price of 2.49 yuan per share, and the total amount of funds raised was 10756800000 yuan. After deducting the relevant listing and issuance expenses, the net amount of funds raised this time was 7204271803 yuan. The actually received raised funds have been transferred to the company’s special account for raised funds by the sponsor Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as ” Shenwan Hongyuan Group Co.Ltd(000166) “) on September 23, 2020, and have been verified by KPMG Huazhen Certified Public Accountants (special general partnership) and issued the capital verification report no. 2 Central China Land Media Co.Ltd(000719) .
(II) use and balance of raised funds
As of December 31, 2021, the balance of funds raised by the company was 1980171998 yuan, as shown in the table below:
Project amount (RMB)
Actually received raised funds 8775667917
Less: issuance expenses (other than underwriting expenses) 1571396114
Net proceeds 7204271803
Less: accumulated use amount of raised funds in the reporting period (including replacement of 5272277225 in advance)
Including: Shangwei Shanghai technical transformation phase I project 1668692525
Automation transformation project of Shangwei (Tianjin) wind power materials Co., Ltd. 176083000
Shangwei Xingye rectification project 3427501700
Plus: net amount of interest income of raised funds deducting handling charges 48177420
As of December 31, 2021, the balance of raised funds was 1980171998
2、 Management of raised funds
(I) management of raised funds
In accordance with the Listing Rules of Shanghai Stock Exchange and relevant documents of China Securities Regulatory Commission, and in combination with the actual situation of the company, the company formulated the management system of raised funds when listing. In accordance with the provisions of the raised funds management system, the company adopts a special account storage system for the raised funds and strictly performs the use approval procedures, so as to supervise the management and use of the raised funds and ensure that the special funds are used for special purposes.
(II) tripartite supervision agreement of raised funds
The company has signed the tripartite supervision agreement on the storage of special account for raised funds (hereinafter referred to as the “tripartite supervision agreement”) with the sponsor Shenwan Hongyuan Group Co.Ltd(000166) , China Citic Bank Corporation Limited(601998) Shanghai Songjiang sub branch, Bank Of Ningbo Co.Ltd(002142) Shanghai Songjiang sub branch and Fubang Huayi Bank Shanghai Xuhui sub Branch (hereinafter referred to as the “deposit bank”). In addition, the company and its subsidiaries Shangwei (Tianjin) wind power materials Co., Ltd., Shenwan Hongyuan Group Co.Ltd(000166) , Bank Of Ningbo Co.Ltd(002142) Shanghai Songjiang sub branch (together with the above-mentioned banks, referred to as the “deposit bank”) signed the four party supervision agreement on the storage of special account for raised funds (hereinafter referred to as the “Four Party Supervision agreement”). In 2021, the tripartite supervision agreement and the quadripartite supervision agreement were performed normally.
As of December 31, 2021, the funds raised by the company were deposited in the bank as follows:
Deposit method of bank account balance (RMB)
China Citic Bank Corporation Limited(601998) Shanghai Branch Songjiang sub branch 81102010134012303122630.17 bank deposit 5
Bank Of Ningbo Co.Ltd(002142) Shanghai Songjiang sub branch 7004012200043874211186.04 bank deposit
Bank Of Ningbo Co.Ltd(002142) Shanghai Songjiang sub branch 70040122000432430773.81 bank deposit
Fubon Huayi Bank Shanghai Xuhui sub branch 50 Wuxi Boton Technology Co.Ltd(300031) 30010 Zhejiang Wanliyang Co.Ltd(002434) 294222 bank deposit
Taipei Fubon Bank [note] 82120 Shenzhen Zhenye(Group)Co.Ltd(000006) 7391161271065 bank deposit
Bank Of Ningbo Co.Ltd(002142) Shanghai Songjiang sub branch 70040122000450325375489492 bank deposit
Taipei Fubon Bank 82120 China Vanke Co.Ltd(000002) 5672658217 bank deposit
Total 1980171998
Note: Taipei Fubang commercial bank Limited by Share Ltd (hereinafter referred to as “Fubang bank”) is a related agency of Fubon China Bank Limited in Taiwan, Taipei.
Due to the differences in banking laws and regulations between the two places, Fubon Bank of Taipei failed to sign a fund-raising supervision agreement directly with the company, Shangwei Xingye and Shenwan Hongyuan Group Co.Ltd(000166) directly. Therefore, the company and Shangwei Xingye, the implementation subject of the raised investment project, issued the situation statement, entrusted Taipei Fubang bank to provide Fubang Huayi Bank Co., Ltd. with the bank statement, which was transferred by Fubang Huayi Bank Co., Ltd. to Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor, It also promised to “consciously standardize the management of raised funds, protect the interests of investors, abide by relevant laws and regulations and the provisions of the measures for the management of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013), and abide by the bill law of the people’s Republic of China and the measures for the management of RMB bank settlement accounts in terms of the use and storage of raised funds And other laws, regulations and rules. Actively cooperate with the recommendation institution, recommendation representative or other staff to supervise the use of the company’s raised funds. ” Meanwhile, Fubang Huayi Bank Co., Ltd. issued a letter of explanation to confirm the above scheme. As of December 31, 2021, the account balance of Taipei Fubon Bank with account No. 82120 Shenzhen Zhenye(Group)Co.Ltd(000006) 739 was NT $5040239000, equivalent to RMB 1161271065; Account No.: 82120 China Vanke Co.Ltd(000002) 567 account balance: USD 416815, equivalent to RMB 2658217.
The company held the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors on October 28, 2020, deliberated and approved the proposal on increasing capital to wholly-owned subsidiaries with raised funds and implementing fund-raising investment projects by wholly-owned subsidiaries, and agreed that the company would use the raised funds to increase capital to wholly-owned subsidiaries Shangwei (Tianjin) wind power materials Co., Ltd. and wholly-owned subsidiary Shangwei Suzhou Xingye Materials Technology Co.Ltd(603928) Co., Ltd, To implement the “automation transformation project of Shangwei (Tianjin) wind power materials Co., Ltd.” and the “rectification project of Shangwei Xingye”. For details, see the announcement on increasing capital to wholly-owned subsidiaries with raised funds and implementing fund-raising projects by wholly-owned subsidiaries (2020004). 3、 Actual use of raised funds this year
（1） Use of funds for projects invested with raised funds (hereinafter referred to as “projects invested with raised funds”)
For the fund use of the company’s projects invested with raised funds in 2021, see the “comparison table of the use of raised funds” (see attached table 1). In addition, the company did not use the raised funds for other purposes.
（2） Advance investment and replacement of raised investment projects
On October 28, 2020, the fourth meeting of the second board of directors of the company deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the raised funds investment projects in advance and paid the issuance expenses, and agreed to use the raised funds to replace the self raised funds invested in the raised funds investment projects in advance of RMB 1020944697 and the raised funds to replace the self owned funds paid the issuance expenses of RMB 1046188567. The above investment was reviewed by KPMG Huazhen Certified Public Accountants (special general partnership) who issued the verification report on the report of Swancor Advanced Materials Co.Ltd(688585) using self raised funds to invest in the project of raising funds in advance and pay the issuance expenses (KPMG Huazhen zhuanzi No. 2001004).
As of December 31, 2020, the company has replaced the raised funds of 151336054 yuan with the self raised funds invested in the raised projects in advance, and the raised funds of 1046188567 yuan with the self owned funds paid for the issuance expenses. The remaining 869608643 yuan was replaced by Shangwei Xingye on February 8, 2021.
On March 9, 2021, the seventh meeting of the second board of directors of the company deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the raised investment projects in advance, confirmed that the replacement of RMB 755998566 of Shangwei Xingye rectification project had not been completed as of February 28, 2021, and agreed to use the raised funds to replace this part of the self owned funds invested in advance, Among them, the amount invested in 2020 is 279353419 yuan. The above investment was reviewed by KPMG Huazhen Certified Public Accountants (special general partnership) who issued the verification report on the report on Swancor Advanced Materials Co.Ltd(688585) pre investment of raised funds in investment projects with self raised funds (KPMG Huazhen zhuanzi No. 2100102). As of December 31, 2021, the company has completed the replacement of the above raised funds.
（3） Temporary replenishment of working capital with idle raised funds
In 2021, the company did not temporarily supplement working capital with idle raised funds.
（4） Cash management of idle raised funds and investment in related products
In 2021, the company did not use idle raised funds to invest in products.
（5） Use of over raised funds for projects under construction and new projects (including acquisition of assets, etc.)
The company does not use the over raised funds for projects under construction and new projects (including the acquisition of assets, etc.).
（6） Utilization of surplus raised funds
There was no use of surplus raised funds in 2021.
（7） Delay of raised projects
On September 7, 2021, the company held the 12th meeting of the second board of directors and the 9th meeting of the second board of supervisors, deliberated and adopted the proposal on the extension of some investment projects with raised funds. The planned construction period of the “Shangwei Xingye rectification project” is 11 months. The reason for this extension is mainly the control measures implemented due to the impact of the overseas epidemic in 2020, The procurement and installation of some imported equipment required for the implementation of the project were delayed, which had a certain impact on the specific work of the project. After comprehensive evaluation and analysis, based on the principle of prudence, under the condition that the investment purpose and investment scale of the raised funds are not changed, the company plans to adjust the time for the “Shangwei Xingye rectification project” to reach the expected usable state to June 2022.
On December 29, 2021, Swancor Advanced Materials Co.Ltd(688585) held the 14th meeting of the second board of directors and the 11th meeting of the second board of supervisors, deliberated and adopted the proposal on the extension of some investment projects with raised funds. The reason for this extension is that the summer rainfall in Tianjin in 2021 is significantly higher than that in previous years, and the continuous rainfall leads to the delay of the construction period; After the rainy season, the government imposed certain restrictions on the construction of enterprise reconstruction and expansion projects, which affected the construction of the project. The company adjusted the time for the “automation transformation project of Shangwei (Tianjin) wind power materials Co., Ltd.” to reach the scheduled usable state to July 2022. 4、 Adjust the fund allocation of raised investment projects
Since the net amount of funds actually raised in this public offering is 7204271803 yuan, which is less than the amount of funds to be invested 21550000000 yuan, in order to ensure the smooth implementation of investment projects with raised funds and improve the use efficiency of raised funds, combined with the actual situation of the company, the company held the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors on October 28, 2020, Adjust the amount of raised funds used by each raised investment project. 5、 Change the use of funds of raised investment projects
In 2021, the company did not change the use of funds for raised investment projects. 6、 Problems in the use and disclosure of raised funds
In 2021, the company has
