Welle Environmental Group Co.Ltd(300190)
Special report of the board of directors 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.
1、 Basic information of raised funds
(I) amount and time of funds raised
1. Non public offering of shares to specific investors to raise funds in 2016
With the approval of the reply on Approving the non-public development of shares of Jiangsu Welle Environmental Group Co.Ltd(300190) Environmental Protection Technology Co., Ltd. (zjxk [2016] No. 527) issued by the China Securities Regulatory Commission on March 16, 2016, the company developed 60 million RMB ordinary shares (A shares), with a par value of 1 yuan per share, an actual issue price of 19.00 yuan per share and a total raised capital of 114 million yuan, After deducting the issuance expenses of RMB 1743380000, the net amount of the actually raised funds is RMB 112256620000. All the above funds have been paid in on May 9, 2016. The funds raised have been verified by ShineWing Certified Public Accountants (special general partnership) and issued the capital verification report no. xyzh / 2016sha10153. 2. Funds raised by public issuance of convertible corporate bonds in 2020
With the approval of the reply on approving Welle Environmental Group Co.Ltd(300190) public issuance of convertible corporate bonds (zjxk [2020] No. 21) issued by China Securities Regulatory Commission on January 3, 2020 and the consent of Shenzhen Stock Exchange, Welle Environmental Group Co.Ltd(300190) company publicly issues convertible corporate bonds with a total face value of 917238700 yuan for a period of 6 years. According to the announcement of Welle Environmental Group Co.Ltd(300190) public issuance of convertible corporate bonds published on April 9, 2020, the bonds are of six-year type, the issuance scale is 917238700 yuan, the face value of each bond is 100 yuan, a total of 9172387 pieces, the issuance price is 100 yuan / piece, the total amount of funds raised is 917238700 yuan, and after deducting the issuance cost of 1408200000 yuan, the net amount of funds actually raised is 90315670000 yuan. As of April 17, 2020, the company’s special storage account for raised funds has received the raised funds of the bond issuance of RMB 90663870000 (after deducting the underwriting fee and recommendation fee of RMB 10 Shanghai Pudong Development Bank Co.Ltd(600000) 00) remitted by the sponsor (lead underwriter) Citic Securities Company Limited(600030) into it. After deducting the issuance expenses of other intermediaries (including lawyer fees, accountant fees, credit rating fees, issuance registration fees and information disclosure, etc.) of RMB 348200000 (including tax), the actual net amount of funds raised is RMB 90315670000. The availability of the raised funds was verified by ShineWing Certified Public Accountants (special general partnership), and the verification report “xyzh / 2020sha10060” was issued on April 17, 2020.
(II) amount of raised funds used in previous years
1. Non public offering of shares to specific investors to raise funds in 2016
As of December 31, 2020, the company has used 113652011647 yuan of funds raised by non-public offering of shares to specific investors, and the balance of raised funds in the raised funds account is 41537, 089.35 yuan (including 4153708935 yuan of interest income from bank deposits of raised funds after deducting bank handling charges).
2. Public issuance of convertible corporate bonds in 2020
As of December 31, 2020, the company had raised 62193242111 yuan from the public issuance of convertible bonds, and the balance of raised funds in the raised funds account was 28746341929 yuan (including 589714040 yuan of interest income from bank deposits of raised funds after deducting bank handling charges). As of December 31, 2020, the outstanding issuance fee was 34200000 yuan.
(III) use amount and year-end balance of raised funds in the current year
1. Non public offering of shares to specific investors to raise funds in 2016
In 2021, the company used the raised funds of 3.6799 million yuan to pay the expenses of raised investment projects. As of June 30, 2021, the accumulated use of the raised funds was 11401999099 yuan, and the balance of the raised funds in the raised funds account was 3820373983 yuan (all the interest income from the bank deposit of the raised funds after deducting the bank handling fee). All the investment projects promised by the raised funds have been completed and closed, and the balance of the raised funds is RMB 382037 million. The company held the 19th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors on July 8, 2021, and deliberated and adopted the proposal on using the surplus raised funds and interest to permanently supplement the working capital: in view of the fact that the company’s non-public offering of shares in 2016 has been implemented, In order to improve the use efficiency of the raised funds and reduce the financial expenses, in combination with the actual operation of the company, the board of directors agreed to use the surplus raised funds and the interest income generated during the use and storage of the raised funds totaling RMB 382037 million to permanently supplement the working capital. The balance of revenue and expenditure of the raised funds was reviewed by ShineWing Certified Public Accountants (special general partnership) and the special audit report “xyzh / 2021shaa10192” issued on July 8, 2021. As of December 31, 2021, the balance of raised funds in the raised funds account was 2284618 yuan (all interest income from bank deposits of raised funds after deducting bank handling charges). 2. Public issuance of convertible corporate bonds in 2020
In 2021, the company used the raised fund of 1091849 million yuan to pay the expenses of raised investment projects, and used the raised fund of 430 million yuan to purchase structural deposits (of which 270 million yuan was due in 2021, 50 million yuan was due in March 2022, and 11 million yuan will be due in May 2022). In this period, the interest income of bank deposits after deducting the expenses of bank handling fees was 448865541 yuan.
As of December 31, 2021, the company has raised 73111732136 yuan from the public issuance of convertible bonds
The remaining balance of raised funds in the raised funds account is 18257217445 yuan (including the raised funds after deducting the bank handling charges)
Interest income from bank deposits of raised funds (1038579581 yuan).
Outstanding issuance fees as of December 31, 2021
It is 14700000 yuan.
2、 Management of raised funds
(I) management of raised funds
In order to standardize the management and application of raised funds, improve the use efficiency of raised funds and protect the rights and interests of investors, the company
The company has issued shares in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the initial public offering
Interim Measures for the administration of gem listing, measures for the administration of securities issuance by listed companies, and measures on further regulating the raising of funds by listed companies
The notice on the use of raised funds, the Shenzhen Stock Exchange GEM Listing Rules and other laws, regulations and normative documents,
As well as the provisions of the articles of association and in combination with the actual situation of the company, Jiangsu Welle Environmental Group Co.Ltd(300190) Environmental Protection Technology Co., Ltd. has formulated the
The measures for the management of raised funds have made clear provisions on the storage, use, management and supervision of raised funds
The company has signed the tripartite supervision agreement on raised funds with the deposit bank and the recommendation institution to implement special supervision on the raised funds
All the raised funds are deposited in a special bank account. The company has formulated strict approval procedures for the use of raised funds
And management process, and raise funds to invest in the project as planned. The independent directors and the board of supervisors of the company shall review the use of the raised funds
The bank shall supervise and regularly inspect the use of the raised funds.
(II) storage of raised funds in special account
1. Non public offering of shares to specific investors to raise funds in 2016
As of December 31, 2021, the specific deposit of the special account for the raised funds is as follows:
Monetary unit: RMB
Deposit bank account balance remarks total interest income of raised funds
China China Everbright Bank Company Limited Co.Ltd(601818) Changzhou Branch 766101880 Sichuan Development Lomon Co.Ltd(002312) 760.00 0.00
Bank Of Jiangsu Co.Ltd(600919) Changzhou Zhonglou sub branch 8080018800018554622846182284618
Total 2284618
2. Public issuance of convertible corporate bonds in 2020
As of December 31, 2021, the specific deposit of the special account for raised funds is as follows:
Monetary unit: RMB
Deposit bank account balance remarks total interest income of raised funds
China Citic Bank Corporation Limited(601998) Changzhou 8011050101250517993121863786410385795812257217445
Xinbei sub branch 81105011129018671015000000000 temporary financial account
811050111180184286611000000000 temporary financial account
Total 17218637864103857958118257217445
3、 Actual use of raised funds this year
1. Non public offering of shares to specific investors to raise funds in 2016
In 2021, the company used the raised funds of 3.6799 million yuan to pay the expenses of raised investment projects. As of June 30, 2021, the accumulated use of the raised funds was 11401999099 yuan, and the balance of the raised funds in the raised funds account was 3820373983 yuan (all the interest income from the bank deposit of the raised funds after deducting the bank handling fee). All the investment projects promised by the raised funds have been completed and closed, and the balance of the raised funds is 382037 million yuan.
The company held the 19th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors on July 8, 2021, and deliberated and adopted the proposal on using surplus raised funds and interest to permanently supplement working capital: in view of the implementation of the project of raising and investing by non-public offering of shares in 2016 and reaching the predetermined usable state, in order to improve the use efficiency of raised funds and reduce financial expenses, In combination with the actual operation of the company, the board of directors agreed to use the surplus raised funds and the interest income generated during the use and storage of the raised funds totaling RMB 382037 million to permanently supplement the working capital.
As of December 31, 2021, the balance of raised funds in the raised funds account was 2284618 yuan (all interest income from bank deposits of raised funds after deducting bank handling charges).
2. Public issuance of convertible corporate bonds in 2020
Monetary unit: RMB 10000
The total amount of raised funds is 9172387. The total amount of raised funds invested in this year
