Special report on the deposit and actual use of raised funds in 2021
1、 Basic information of raised funds 1 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” or “Shangwei Shanghai”), 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, Your 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) . 2. Use and balance of raised funds
As of December 31, 2021, the balance of the company’s raised funds was 1980171998 yuan. See the following table for details:
Project amount (RMB)
Actually received raised funds 8775667917
Less: issuance expenses (other than underwriting expenses) 1571396114
Net proceeds 7204271803
Less: the cumulative amount of raised funds used in the reporting period (including the amount of replacement early investment) 5272277225
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
In accordance with the Listing Rules of Shanghai Stock Exchange on the Kechuang board, the guidelines for the application of self regulatory rules of listed companies on the Kechuang board of Shanghai Stock Exchange No. 1 – standardized operation, and the provisions of relevant documents of the CSRC, and in combination with the actual situation of the company, the company has 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.
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 deposit of the company’s raised funds in the account bank is as follows:
Unit: RMB
Balance of initial deposit amount of deposit bank account as of December 31, 2021
China Citic Bank Corporation Limited(601998) Shanghai Songjiang sub branch 811020101340123031528256679172263017
Bank Of Ningbo Co.Ltd(002142) Shanghai Songjiang sub branch 700401220004387425500 Ping An Bank Co.Ltd(000001) 118604
Bank Of Ningbo Co.Ltd(002142) Shanghai Songjiang sub branch 70040122000432440000 Fawer Automotive Parts Limited Company(000030) 77381
Fubon Huayi Bank Shanghai Xuhui sub branch 50 Wuxi Boton Technology Co.Ltd(300031) 30010 Shanxi Securities Co.Ltd(002500) 00 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 34294222
Taipei Fubang Commercial Bank Co., Ltd. 82120 Shenzhen Zhenye(Group)Co.Ltd(000006) 739 – 1161271065
Bank Of Ningbo Co.Ltd(002142) Shanghai Songjiang sub branch 70040122000450325 – 375489492
Taipei Fubon Bank 82120 China Vanke Co.Ltd(000002) 567 – 2658217
Total 87756679171980171998
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 directly sign the supervision agreement on raised funds with the company, Shangwei Xingye and Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor. 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. On December 31, 2021, Fubon Bank of Taipei, account No. 82120 Shenzhen Zhenye(Group)Co.Ltd(000006) 739, the account balance was NT $5040239000, equivalent to RMB 1161271065; Account No.: 82120 China Vanke Co.Ltd(000002) 567 account balance: USD 416815, equivalent to RMB 2658217.
3、 Actual use of raised funds 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 the attached table). In addition, the company did not use the raised funds for other purposes. 2. Early investment and replacement of raised investment projects
The company held the fourth meeting of the second board of directors on October 28, 2020, deliberated and passed the proposal on using raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses, and agreed to use the raised funds to replace the self raised funds invested in raised projects in advance by September 30, 2020 with RMB 1020944697, The raised funds are used to replace the self owned funds that have paid the issuance expenses of RMB 1046188567. KPMG Huazhen Certified Public Accountants (special general partnership) has issued KPMG Huazhen zhuanzi No. 2001004 authentication report of Swancor Advanced Materials Co.Ltd(688585) up to September 30, 2020 on the investment projects invested with raised funds in advance with self raised funds.
The proposal on the replacement of self raised funds raised by the company with a total amount of RMB 436997 has been considered and approved at the second meeting of the board of directors held on September 28, 2021. The total amount of self raised funds raised by the company has been invested in advance, of which the second meeting of the board of directors has been held on April 28, 2022, The proposed replacement amount is 755998566 yuan in total. KPMG Huazhen Certified Public Accountants (special general partnership) issued KPMG Huazhen zhuanzi No. 2100102 authentication report on the report on the investment of raised funds in advance with self raised funds.
As of December 31, 2021, the company has completed the above-mentioned replacement of 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. Use of surplus raised funds
In 2021, the company did not use the surplus raised funds.
4、 Adjust the fund allocation of raised investment projects
As 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 the investment projects with raised funds and improve the use efficiency of the 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. The company held the seventh meeting of the second board of directors and the fifth meeting of the second board of supervisors on March 9, 2021 to cancel some investment projects. 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、 Delay of raised investment 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, which 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, which is mainly affected by the epidemic situation in 2020. Due to the control measures implemented, the procurement and installation of some imported equipment required for the implementation of the project are delayed, Then it has a certain impact on the development of 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.
The company held the 14th meeting of the second board of directors and the 11th meeting of the second board of supervisors on December 29, 2021, and deliberated and adopted the proposal on the extension of some investment projects with raised funds. The “automation transformation project of Shangwei (Tianjin) wind power materials Co., Ltd.” was delayed due to the significant increase of summer rain in Tianjin in 2021 compared with previous years, and continuous rain; 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 will “automation of Shangwei (Tianjin) wind power materials Co., Ltd
