Dongxing Securities Corporation Limited(601198)
About Sunwoda Electronic Co.Ltd(300207)
Verification opinions on the deposit and use of raised funds in 2021
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) “, “sponsor” and “co lead underwriter”) as the sponsor of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) “, “company”) for non-public issuance of shares and public issuance of convertible corporate bonds, in accordance with the administrative measures for listing recommendation business of securities issuing banks and the rules for listing stocks on the gem of Shenzhen Stock Exchange (revised in 2020) The deposit and use of raised funds in 3 Kairuide Holding Co.Ltd(002072) 021 have been verified in accordance with the provisions of relevant laws, regulations and regulatory documents such as self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on the gem, and regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022). The details are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
1. Public issuance of convertible corporate bonds in 2020
On March 6, 2020, the company’s application for public issuance of convertible corporate bonds was approved by the issuance Audit Committee of the CSRC. On April 10, 2020, the China Securities Regulatory Commission issued the approval document on the approval of Sunwoda Electronic Co.Ltd(300207) public issuance of convertible corporate bonds (zjxk [2020] No. 528), which approved the company to issue convertible corporate bonds with a total face value of 112 million yuan to the public for a period of 6 years. As of July 20, 2020, Sunwoda Electronic Co.Ltd(300207) this public offering of convertible corporate bonds has a face value of 100.00 yuan each, and the total amount of funds actually raised is 112000000000 yuan. After deducting the issuance expenses of 1817001858 yuan, the net amount of funds actually raised is 110182998142 yuan. The above raised funds have been verified by Lixin Certified Public Accountants (special general partnership) and issued the capital verification report (xksbz [2020] No. zi10518). The bank account of the company’s raised funds actually received 110 Wg Tech (Jiang Xi) Co.Ltd(603773) 585 yuan of raised funds, which is the net amount of the subscription of raised funds after deducting the underwriting fee, and the difference between the net amount of actually raised funds in the capital verification report is the outstanding issuance fee.
On October 20, 2021, the company received the reply on Approving the registration of Sunwoda Electronic Co.Ltd(300207) issuing shares to specific objects (zjxk [2021] No. 3300) issued by the China Securities Regulatory Commission, and agreed to issue shares to specific objects. The reply is valid within 12 months from the date of consent to registration. As of November 10, 2021, the company has issued 93438233 additional RMB common shares (A shares), and the total amount of funds actually raised is 391506196270 yuan (in words: RMB three billion nine hundred and fifteen million sixty-one thousand nine hundred and sixty-two point seventy only). After deducting the issuance fee of 3389175298 yuan (excluding tax), the net amount of funds actually raised is 388117020972 yuan, Among them, the newly increased share capital is 9343823300 yuan and the capital reserve is 378773197672 yuan. The above raised funds have been verified by ShineWing Certified Public Accountants (special general partnership) and issued a capital verification report (xyzh / 2021szaa50116). The bank account of the company’s raised funds actually received 389398665289 yuan of raised funds, which is the net amount of the subscribed contributions of raised funds after deducting the underwriting fee, and the difference between the actual net amount of raised funds in the capital verification report is the outstanding issuance fee. (II) use and balance of raised funds
1. Public issuance of convertible corporate bonds in 2020
(1) Use of raised funds in previous years: as of December 31, 2020, the total amount reduced in the raised funds account of Sunwoda Electronic Co.Ltd(300207) company in 2020 was 68903377715 yuan. The details are as follows: 1) the company replaced 20749765667 yuan of self raised funds invested in the investment projects with raised funds in advance; 2) In 2020, the amount of the raised funds directly invested in the projects with raised funds was 48443410304 yuan; 3) In 2020, the net amount of interest income from the raised capital account deducting handling fee expenditure was 289798256 yuan.
(2) Use of raised funds in this year: as of December 31, 2021, the total amount of decrease in the raised funds account of Sunwoda Electronic Co.Ltd(300207) company in 2021 was 28732185123 yuan. The specific use is as follows: 1) the amount of raised funds directly invested in the raised funds project in this year was 29165420154 yuan; 2) The net amount of interest income from the raised capital account deducting handling fee expenditure in this year is 433235031 yuan.
(3) Balance: as of December 31, 2021, the balance of raised funds deposited in the special account for raised funds was RMB 12968210747. On February 11, 2022, through the deliberation of the board of directors, the company settled the investment project of raised funds “production expansion project of consumer lithium ion battery cells”, and permanently supplemented the working capital with the surplus raised funds.
2. Issue of shares to specific objects in 2021
(1) Use of raised funds in the current year: as of December 31, 2021, the total amount reduced in the raised funds account of Sunwoda Electronic Co.Ltd(300207) company in 2021 was 162754406578 yuan. The specific use is as follows: 1) the company replaced 56970562718 yuan of self raised funds invested in the investment projects of raised funds and paid issuance expenses with raised funds; 2) The amount of the raised funds directly invested in the projects of raised funds in this year is 104887706249 yuan; 3) The net amount of interest income from the raised capital account deducting handling fee expenditure in this year is 148862389 yuan; 4) The issuing expenses of the raised funds account in this year are 1045000000 yuan.
(2) Balance: as of December 31, 2021, the balance of raised funds deposited in the special account for raised funds was RMB 226644258711.
2、 Deposit and management of raised funds
(I) management of raised funds
1. Public issuance of convertible corporate bonds in 2020
In order to standardize the management and use of raised funds and protect the interests of investors, in accordance with relevant laws and regulations, such as the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), the Shenzhen Stock Exchange listed companies’ self-discipline supervision guidelines No. 2 – standardized operation of GEM listed companies, and the listed companies’ supervision guidelines No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) According to the normative documents and the company’s measures for the administration of raised funds, Sunwoda Electronic Co.Ltd(300207) , Dongguan Liwei Energy Technology Co., Ltd. (a wholly-owned subsidiary of Sunwoda Electronic Co.Ltd(300207) and Huizhou Liwei New Energy Technology Co., Ltd. (hereinafter referred to as “Huizhou Liwei”) joined the sponsor Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) “) and Shenzhen Branch of Guangdong Huaxing Bank Co., Ltd Ping An Bank Co.Ltd(000001) Shenzhen Branch (hereinafter referred to as ” Ping An Bank Co.Ltd(000001) Shenda sub branch”), Industrial And Commercial Bank Of China Limited(601398) BOLUO sub branch (hereinafter referred to as ” Industrial And Commercial Bank Of China Limited(601398) Yuanzhou sub branch”), China Merchants Bank Co.Ltd(600036) Shenzhen Buji sub branch (hereinafter referred to as ” China Merchants Bank Co.Ltd(600036) Buji sub branch”) signed the tripartite supervision agreement on raised funds to strictly manage the raised funds. The above tripartite supervision agreement on raised funds stipulates that the recommendation institution shall designate the recommendation representative or other staff to supervise the use of the company’s raised funds, have the right to exercise their supervision power by means of on-site investigation and written inquiry, and check the storage of the raised funds in the special account at the same time when conducting on-site investigation of the company every quarter. If the company withdraws more than 10 million yuan from the special account at one time or within 12 months (determined according to the lower principle between 10 million yuan or 10% of the net raised funds), the above-mentioned bank shall timely notify Dongxing Securities Corporation Limited(601198) , and provide the expenditure list of the special account.
There is no significant difference between the contents of the above regulatory agreement and the model regulatory agreement of Shenzhen Stock Exchange, and the company has strictly complied with the raised funds.
2. Issue of shares to specific objects in 2021
In order to standardize the management and use of raised funds and protect the interests of investors, in accordance with relevant laws and regulations, such as the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), the Shenzhen Stock Exchange listed companies’ self-discipline supervision guidelines No. 2 – standardized operation of GEM listed companies, and the listed companies’ supervision guidelines No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) Normative documents and the company’s measures for the administration of raised funds, Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as “Party A I”), Huizhou Liwei New Energy Technology Co., Ltd. (hereinafter referred to as “Party A II”, a wholly-owned subsidiary of Sunwoda Electronic Co.Ltd(300207) and Zhejiang Liwei Energy Technology Co., Ltd. (hereinafter referred to as “Party A III”, a wholly-owned subsidiary of Huizhou Liwei New Energy Technology Co., Ltd.) Zhejiang Sunwoda Electronic Co.Ltd(300207) Electronics Co., Ltd. (hereinafter referred to as “Party A IV”), a wholly-owned subsidiary of Sunwoda Electronic Co.Ltd(300207) and Shenzhen Branch of China Development Bank (hereinafter referred to as “Party B I”), Shenzhen Branch of Guangdong Huaxing Bank Co., Ltd. (hereinafter referred to as “Party B II”), Agricultural Bank Of China Limited(601288) BOLUO County sub branch (hereinafter referred to as “Party B III”), China Construction Bank Corporation(601939) Shenzhen Longhua sub branch (hereinafter referred to as “Party B IV”) China Construction Bank Corporation(601939) Lanxi sub branch (hereinafter referred to as “Party B 5”), Bank Of Communications Co.Ltd(601328) Shenzhen Branch (hereinafter referred to as “Party B 6”), Ping An Bank Co.Ltd(000001) Shenzhen Branch (hereinafter referred to as “Party B 7”), Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Branch (hereinafter referred to as “Party B 8”), China Merchants Bank Co.Ltd(600036) Jinhua Branch (hereinafter referred to as “Party B 9”), Bank Of China Limited(601988) Shenzhen Futian sub branch (hereinafter referred to as “Party B 10”) China Citic Bank Corporation Limited(601998) Shenzhen Branch (hereinafter referred to as “Party B Xi”) and the sponsor Dongxing Securities Corporation Limited(601198) signed the tripartite supervision agreement on raised funds. Among the above parties, “Party A 1”, “Party A 2”, “party a 3” and “party a 4” can be collectively referred to as “party a”, “Party B 1”, “Party B 2”, “Party B 3”, “Party B 4”, “Party B 5”, “Party B 6”, “Party B 7”, “Party B 8”, “Party B 9”, “Party B 10” and “Party B 11” can be collectively referred to as “Party B”.
The above-mentioned tripartite supervision agreement on raised funds stipulates that the recommendation institution shall designate the recommendation representative to supervise the use of the company’s raised funds, and have the right to exercise its supervision power by means of on-site investigation and written inquiry. During the on-site investigation of the company every quarter, the storage of the special account for raised funds shall be checked at the same time; If the company withdraws more than RMB 50 million from the deposit account of raised funds in one time or within 12 months (determined according to the lower principle between RMB 50 million or 20% of the net raised funds), Party B shall inform the sponsor representative by fax in time and provide the expenditure list of the special account.
There is no significant difference between the contents of the above regulatory agreement and the model regulatory agreement of Shenzhen Stock Exchange, and the company has strictly complied with the raised funds.
(II) storage of raised funds in special account
1. Public issuance of convertible corporate bonds in 2020
As of December 31, 2021, the storage of funds raised by public issuance of convertible corporate bonds is listed as follows:
Monetary unit: RMB
Bank name account number initial deposit amount note 1 storage method of balance on the closing date
China Merchants Bank Co.Ltd(600036) Buji sub branch 7559014820108095135.94 current account
Huaxing bank Bao’an sub branch 8058801 Baota Industry Co.Ltd(000595) 65110 Wg Tech (Jiang Xi) Co.Ltd(603773) 585442180988 current account
Huaxing bank Bao’an sub branch 8058801 Baota Industry Co.Ltd(000595) 91 account cancellation note 2
Huaxing bank Bao’an sub branch 8058801 Baota Industry Co.Ltd(000595) 8212477329666 current account
Huaxing bank Bao’an sub branch 8058 Tangshan Port Group Co.Ltd(601000) 10460
Ping An Bank Co.Ltd(000001) Shenda sub branch 1500010329405342.80 current account
Industrial And Commercial Bank Of China Limited(601398) Yuanzhou sub branch 200802552920016806548182219 current account
total
