Securities code: Shenzhen Cotran New Material Co.Ltd(300731) securities abbreviation: Shenzhen Cotran New Material Co.Ltd(300731) Announcement No.: 2022011 Shenzhen Cotran New Material Co.Ltd(300731)
Special report of the board of directors on the deposit and actual use of raised funds in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
According to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) (CSRC announcement [2022] No. 15) issued by the China Securities Regulatory Commission and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem issued by the Shenzhen Stock Exchange The board of directors of Shenzhen Cotran New Material Co.Ltd(300731) (hereinafter referred to as “the company” or “the company”) has prepared a special report on the deposit and actual use of raised funds as of December 31, 2021.
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
According to the reply on the approval of Shenzhen Cotran New Material Co.Ltd(300731) initial public offering (IPO) issued by CSRC [2017] 2041, the company publicly issued 22000000 ordinary shares (A shares), with a par value of 1 yuan per share and an issue price of 13.24 yuan per share, and the total amount of raised funds was 29128000000 yuan, After deducting the underwriting and recommendation expenses of RMB 2912800000 and other issuance expenses of RMB 1314000000, the net amount of funds actually raised is RMB 24901200000. All the raised funds were in place on December 5, 2017. The above raised funds have been verified by Ruihua Certified Public Accountants (special general partnership) and issued a capital verification report (rhyz [2017] No. 48080009).
(II) amount used in previous years, amount used in current year and current balance
The amount of funds raised by the company in previous years was 22404472256 yuan, and the amount of funds raised by the company in this year was 3172526599 yuan. As of December 31, 2021, the balance of the company’s special account for raised funds has been fully used.
2、 Deposit and management of raised funds
In accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other laws and regulations, and in combination with the actual situation of the company, the company has formulated the measures for the management of raised funds, established a special account for the storage of raised funds, and strictly performed the examination and approval procedures, Supervise the management and use of the raised funds to ensure that the special funds are used for special purposes.
On December 20, 2017, the company and the sponsor Everbright Securities Company Limited(601788) signed the tripartite supervision agreement on raised funds with China Everbright Bank Company Limited Co.Ltd(601818) Shenzhen fortune sub branch, China Merchants Bank Co.Ltd(600036) Shenzhen Science and Technology Park sub branch and Hua Xia Bank Co.Limited(600015) Shenzhen Nanyuan sub branch respectively, and the company opened a special account to deposit the raised funds in the above banks.
On September 21, 2018, the company held the first meeting of the second board of directors, deliberated and approved the proposal on changing some raised investment projects, and the company decided to adjust the implementation location, implementation subject and implementation method of the raised capital investment projects. On October 25, 2018, the company held the third meeting of the second board of directors, deliberated and approved the proposal on changing the special account for raised funds, and decided that Huizhou Shenzhen Cotran New Material Co.Ltd(300731) new materials Co., Ltd., a wholly-owned subsidiary, would set up a new special account for raised funds in Shenzhen Binhai sub branch of Guangdong Development Bank Co., Ltd, It is used for the storage and use of funds raised by the “production base construction sub project” in the “construction project of high-performance special rubber sealing materials”.
On January 9, 2019, the company and its wholly-owned subsidiary Huizhou Shenzhen Cotran New Material Co.Ltd(300731) new materials Co., Ltd., sponsor Everbright Securities Company Limited(601788) and Shenzhen Binhai Branch of Guangdong Development Bank Co., Ltd. signed the four party supervision agreement on raised funds, and Huizhou Shenzhen Cotran New Material Co.Ltd(300731) new materials Co., Ltd. opened a special account to store the raised funds in the above banks; The company signed the supplementary agreement to the tripartite supervision agreement of raised funds and the supplementary agreement to the tripartite supervision agreement of raised funds (II) with Hua Xia Bank Co.Limited(600015) Shenzhen Nanyuan sub branch and Everbright Securities Company Limited(601788) Shenzhen Nanyuan sub branch.
On May 30, 2019, the company held the 10th meeting of the second board of directors, deliberated and approved the proposal on changing the use of some raised funds and terminating some raised investment projects. The company changed the “production expansion sub project” of the “high-performance special rubber sealing material construction project” to the “acquisition of part of the equity project of Wuxi Kuncheng New Material Technology Co., Ltd”; Terminate the follow-up investment of the “production base construction sub project” of the “high performance special rubber sealing material construction project”.
The company signed the supplementary agreement (III) to the tripartite supervision agreement on raised funds with Hua Xia Bank Co.Limited(600015) Shenzhen Nanyuan sub branch and Everbright Securities Company Limited(601788) Everbright Securities Company Limited(601788) . The special account for raised funds is only used for the storage and use of the raised funds of the company’s “acquisition of part of the equity project of Wuxi Kuncheng New Material Technology Co., Ltd.”. On July 11, 2019, the company has completed the payment of “acquisition of part of the equity of Wuxi Kuncheng New Material Technology Co., Ltd.”. The funds of the special account for raised funds have been used up according to the specified purposes, the company has gone through the cancellation procedures of the special account for raised funds, and the tripartite supervision agreement for raised funds and relevant supplementary agreements signed by the company with Everbright Securities Company Limited(601788) and Hua Xia Bank Co.Limited(600015) Shenzhen Nanyuan sub branch have been terminated accordingly.
On June 28, 2019, the company held the 11th meeting of the second board of directors to consider and approve the proposal on changing the special account for raised funds. The company established a new special account for raised funds in Shenzhen Binhai sub branch of Guangdong Development Bank Co., Ltd. for the storage and use of the funds raised by the terminated original “production base construction sub project of high-performance special rubber sealing material construction project”. After the company signed the tripartite supervision agreement on the storage of special account for raised funds with Shenzhen Binhai sub branch and Everbright Securities Company Limited(601788) of Guangdong Development Bank Co., Ltd. and completed the fund transfer business, the company went through the cancellation procedures of the special account for raised funds of Huizhou Shenzhen Cotran New Material Co.Ltd(300731) NEW materials Co., Ltd. in Shenzhen Binhai sub branch of Guangdong Development Bank Co., Ltd. and Huizhou Shenzhen Cotran New Material Co.Ltd(300731) new materials Co., Ltd Shenzhen Binhai sub branch of Guangdong Development Bank Co., Ltd. and Everbright Securities Company Limited(601788) signed the four party supervision agreement on raised funds, which shall become invalid at the same time.
On November 20, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and passed the proposal on the use of surplus raised funds for permanent replenishment of working capital, and deposited the “production base construction sub project” of terminating the “construction project of high-performance special rubber sealing materials” in Shenzhen Binhai sub branch of Guangdong Development Bank Co., Ltd. to permanently replenish working capital with surplus raised funds. And went through the cancellation procedures of the company’s special account for raising funds in Shenzhen Binhai sub branch of Guangdong Development Bank Co., Ltd. on November 30, 2020.
On July 5, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on terminating some raised investment projects and using the remaining raised funds to permanently supplement working capital, and deposited the “R & D center construction project” in China Everbright Bank Company Limited Co.Ltd(601818) Shenzhen Caifu sub branch to permanently supplement working capital with the balance raised funds. On July 7, 2021, the company went through the cancellation procedures of the special fund-raising account of the company in China Everbright Bank Company Limited Co.Ltd(601818) Shenzhen fortune sub branch.
There is no significant difference between the tripartite supervision agreement on raised funds and the model supervision agreement of Shenzhen Stock Exchange. As of December 31, 2021, the supervision agreement has been effectively implemented.
As of December 31, 2021, all the special accounts for raising funds of the company have been cancelled. The cancellation of the company’s special account for raised funds in 2021 is as follows:
Bank account number and account status of deposit bank
China Everbright Bank Company Limited Co.Ltd(601818) Shenzhen fortune sub branch 78200188000181111 cancelled
Total————
3、 Actual use of raised funds this year
The actual use of the funds raised by the company during the year is as follows:
(I) use of funds for investment projects with raised funds
The actual use of the raised funds in this year is shown in the “comparison table of the use of raised funds” (Schedule 1). (II) changes in the place and mode of implementation of the project invested with raised funds
This year, the company did not change the implementation location of the investment projects with raised funds.
In this year, the changes in the implementation mode of the company’s investment projects with raised funds are as follows:
The company held the 36th meeting of the second board of directors and the 31st meeting of the second board of supervisors on June 18, 2021, and the second extraordinary general meeting of shareholders in 2021 on July 5, 2021, which deliberated and adopted the proposal on terminating some raised investment projects and using the remaining raised funds to supplement working capital for a long time, Agree to terminate the “R & D center construction project” and use the surplus raised funds to permanently supplement the working capital for the production and operation activities related to the company’s main business and future industrial layout. At the same time, relevant personnel of the company are authorized to handle the cancellation of this special account, and the relevant tripartite supervision agreement on raised funds is also terminated. On July 7, 2021, the company transferred all the balance of 2759438958 yuan in the special account for raised funds into the general deposit account of the company, and completed the cancellation of the special account for raised funds.
(III) advance investment and replacement of investment projects with raised funds
In this year, the company has no early investment and replacement of raised investment projects.
(IV) temporary replenishment of working capital with idle raised funds
In this year, the company did not temporarily supplement working capital with idle raised funds.
(V) use of surplus raised funds
In this year, the company did not use the surplus funds of raised funds investment projects for other raised funds investment projects or non raised funds investment projects.
(VI) use of over raised funds
There was no use of over raised funds in the company this year.
(VII) purpose and destination of unused raised funds
During the reporting period, the raised funds that have not been used before July 7, 2021 are deposited in the company’s special fund for raised funds
Storage and management of household. On July 7, 2021, the company transferred all the balance of 2759438958 yuan in the special account for raised funds into the general deposit account of the company, and completed the cancellation of the special account for raised funds. As of the end of the reporting period, the company had no unused raised funds.
(VIII) other information about the use of raised funds
The company has no other use of the raised funds.
4、 Change the use of funds for investment projects with raised funds
(I) project investment change
Based on the changes in the market environment and the company’s production capacity, in order to improve the use efficiency of raised funds, avoid investment losses and maximize the interests of the company’s shareholders, after careful research, the company changed the “production expansion sub project” of the “high-performance special rubber sealing material construction project” to “acquisition of part of the equity project of Wuxi Kuncheng”; The follow-up investment of the “production base construction sub project” of the “high performance special rubber sealing material construction project” was terminated, which was deliberated and approved at the 27th meeting of the second board of directors on October 22, 2020 and deliberated and approved at the second extraordinary general meeting of shareholders in 2020 on November 20, 2020. The balance of the terminated project was raised to permanently supplement working capital.
In order to give full play to the use efficiency of the raised funds, maximize the efficiency of the raised funds and meet the actual business needs of the company, based on the principle of maximizing the interests of shareholders, it was deliberated and adopted at the 36th meeting of the second board of directors on June 18, 2021 and at the second extraordinary general meeting of shareholders in 2021 on July 5, 2021, Agree to terminate the “R & D center construction project” and permanently supplement the remaining raised funds of the terminated project with working capital.
For the change of investment projects of raised funds in this year, please refer to the “change of investment projects of raised funds” (attached table 2).
(II) external transfer or replacement of investment projects with raised funds
The company has no external transfer or replacement of the investment projects with raised funds.
5、 Problems in the use and disclosure of raised funds
In 2021, the company disclosed the use and deposit of raised funds in a timely, true, accurate and complete manner in accordance with the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the relevant provisions of the company’s raised funds management system, and there were no violations in the management of raised funds Shenzhen Cotran New Material Co.Ltd(300731) board of directors
April 9, 2002
Schedule 1:
Comparison table of use of raised funds (2021)
