Securities code: Changchai Company Limited(000570) , 200570 securities abbreviation: Changchai Company Limited(000570) , Su Changchai B Announcement No.: 2022018 Changchai Company Limited(000570)
Special report on the deposit and 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 stock listing rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and self regulatory guidelines for listed companies No. 2 – announcement format, the deposit and use of raised funds of Changchai Company Limited(000570) (hereinafter referred to as “the company”) in 2021 are reported as follows:
1、 Basic information of raised funds
On December 17, 2020, the company received the reply on approving Changchai Company Limited(000570) non-public development of shares (zjxk [2020] No. 3374) from China Securities Regulatory Commission (hereinafter referred to as “CSRC”), which approved the company’s non-public offering of no more than 168412297 new shares. The company’s non-public offering of 144318181 RMB common shares (A shares), with an issue price of 4.40 yuan per share and a total raised capital of 63499999640 yuan. After deducting various issuance expenses, the net amount of funds actually raised this time is 62066573397 yuan, of which the newly increased registered capital is 14431818100 yuan and the increased capital reserve is 47634755297 yuan. The above payment will be received on June 15, 2021.
On June 16, 2021, notary Tianye Certified Public Accountants (special general partnership) verified the above raised funds and issued the capital verification report of Changchai Company Limited(000570) non public development bank shares (Sugong w [2021] No. B062). After deducting the expenses of recommendation and underwriting, the actual funds received by the sponsor and underwriter are 6224999640 yuan. Among the three special accounts for raising funds opened by the Company Machinery Co., Ltd. (hereinafter referred to as “Changchai machinery”) on June 16, 2021, for details, see the announcement on signing the tripartite supervision agreement for the special account for raising funds (Announcement No.: 2021032) disclosed by the company on cninfo.com on June 22, 2021.
As of December 31, 2021, the used amount of the raised funds is 50488664405 yuan (including 2 Shanghai Pudong Development Bank Co.Ltd(600000) 0000 yuan of financial expenditure not yet due at the end of the period), the total amount of interest income and financial income is 298470751 yuan, and the balance of the special account for raised funds is 12059805986 yuan.
The details are as follows:
Unit: Yuan
As of June 17, 2021, the balance of the special account for raised funds was 6224999640
Add: interest income of 2021125283162
Plus: 2021 financial income 173187589
Less: account management fee, account opening fee, annual fee of digital certificate and remittance handling fee 304303
Less: registration fee for non-public offering of shares 14431818
Less: capital verification fee 5000000
Less: replacement of 18180332794 of funds invested in projects raised in advance
Replacement pre paid issuance fee 235849056
Less: project expenditure 6052746434
Less: outstanding financial products 2 Shanghai Pudong Development Bank Co.Ltd(600000) 0000
As of December 31, 2021, the balance of the special account for raised funds was 12059805986
Note: the difference between the net amount of raised funds of 62066573397 yuan and the amount of 6224999640 yuan is due to the fact that the total issuance expenses (excluding tax) of 183426243 yuan, such as sponsorship and underwriting fees, audit fees, lawyer fees, capital verification fees and stock registration fees that have not been paid before the funds are received, need to be deducted after the funds are received.
2、 Deposit and management of raised funds
1. Formulation of management system for raised funds
In order to standardize the use and management of the company’s raised funds and protect the rights and interests of investors to the greatest extent, In accordance with the provisions and requirements of the company law, the securities law, the measures for the administration of securities issuance of listed companies, the Listing Rules of Shenzhen Stock Exchange, the notice on further regulating the use of raised funds of listed companies, the guidelines for self-discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board and other laws and regulations, and in combination with the actual situation of the company, the company has formulated the company’s raised funds management system.
2. Supervision of raised funds
According to the provisions of the company’s management system for raised funds, the company held the second interim meeting of the board of directors in 2021 on May 18, 2021, and deliberated and adopted the proposal on planning to open a special account for raised funds of non-public development banks and authorizing the signing of a supervision agreement for raised funds. It is agreed that the company will open special accounts for raising funds through non-public offering in Industrial And Commercial Bank Of China Limited(601398) Changzhou Zhonglou sub branch and the business department of Changzhou branch of Bank Of Communications Co.Ltd(601328) Co., Ltd., and Jiangsu Changchai Machinery Co., Ltd. (hereinafter referred to as “Changchai machinery”), a wholly-owned subsidiary of the company, will open special accounts for raising funds through non-public offering in the business department of Changzhou branch of China Citic Bank Corporation Limited(601998) Co., Ltd
On June 21, 2021, the company and Changchai machinery signed the tripartite supervision agreement on raised funds with the above-mentioned banks and co sponsor underwriters China Industrial Securities Co.Ltd(601377) , Donghai Securities Co., Ltd., clarifying the rights and obligations of all parties.
There is no significant difference between the tripartite regulatory agreement and the model tripartite regulatory agreement of Shenzhen Stock Exchange, and the company has strictly complied with the raised funds.
3. Storage of raised funds in special account
As of December 31, 2021, the specific deposit of funds raised by non-public offering is as follows:
Below:
Unit: Yuan
Account balance of account opening unit and bank account no. of opening bank as of December 31, 2021
Changchai Company Limited(000570) ICBC Changzhou Zhonglou sub branch 11050205290015201537605996778
Changchai Company Limited(000570) Bank Of Communications Co.Ltd(601328) Changzhou Branch 32400 Jinneng Holding Shanxi Coal Industry Co.Ltd(601001) 20 Shaanxi Provincial Natural Gas Co.Ltd(002267) 713364161796
Jiangsu Changchai Machinery Co., Ltd. China Citic Bank Corporation Limited(601998) Changzhou Branch 81105010119017616311089647412
Total 12059805986
3、 Actual use of raised funds
1. Use of funds for investment projects with raised funds
The use of the raised funds from private placement is detailed in Schedule 1 comparison table of the use of raised funds of this report.
2. Changes in the place and mode of implementation of the project invested with raised funds
As of December 31, 2021, there has been no change in the implementation location and implementation mode of the investment project with raised funds.
3. Advance investment and replacement of investment projects with raised funds
Whereas, before the raised funds are in place, in order to ensure the smooth implementation of the investment projects with raised funds, the company has invested part of the investment projects with raised funds with its own funds and paid part of the issuance expenses. On June 28, 2021, the company held the third extraordinary meeting of the board of directors in 2021 and the first extraordinary meeting of the board of supervisors in 2021, deliberated and approved the proposal on using the raised funds to replace the pre invested project funds and the advance issuance expenses, and agreed that the company should use the raised funds totaling 18416181850 yuan to replace the self owned funds that have been pre invested in the raised projects and paid the issuance expenses. The above pre invested funds have been replaced.
4. Temporary replenishment of working capital with idle raised funds
As of December 31, 2021, the company has not used idle raised funds to temporarily supplement working capital.
5. Cash management with idle raised funds
On July 13, 2021, the company held the fourth interim meeting of the board of directors in 2021 and the second interim meeting of the board of supervisors in 2021, deliberated and adopted the proposal on using idle raised funds to purchase financial products, and agreed that the company and its wholly-owned subsidiaries, on the premise of ensuring the normal progress of the investment projects of raised funds and not affecting the use of raised funds, Use the idle raised funds of no more than 350 million yuan to purchase financial products for cash management, and authorize the company’s management to implement relevant matters. The above financial management limit of RMB 350 million can be used on a rolling basis, and the authorization period is valid within 12 months from the date of deliberation and approval by the board of directors. The board of supervisors, independent directors and recommendation institutions of the company all expressed their consent. For details, see the announcement on using idle raised funds to purchase financial products (announcement) disclosed by the company on cninfo.com on July 15, 2021
No.: 2021043).
As of December 31, 2021, the company used idle raised funds for cash management
As follows:
Actual recovery of the amount actually obtained the signatory’s product name (RMB 10000) value date maturity date annualized rate of return principal amount income (RMB 10000) (RMB 10000)
Industrial And Commercial Bank Of China Limited(601398) structured deposit 7000 1.30% to / in 2021 and 2022/
November 5 February 8 3.58%
Industrial And Commercial Bank Of China Limited(601398) structured deposit 100001.30% to / from March 2021 to 2022/
November 2-28 3.60%
Bank Of Communications Co.Ltd(601328) structured deposit 4000 1.35% to / in 2021 and 2022/
August 2 January 28 3.50%
Donghai securities structured deposit 5000 3.85% in 2021 and 2022 //
July 29 January 25
Industrial And Commercial Bank Of China Limited(601398) structural deposit 1 Shenzhen Zhongheng Huafa Co.Ltd(000020) 21 3.15% 20211000079.44 July 29 October 29
China Everbright Bank Company Limited Co.Ltd(601818) structured deposit 1 Shenzhen Zhongheng Huafa Co.Ltd(000020) 21 2021 3.75% 1000093.75 July 27 October 27
6. Utilization of surplus raised funds
