Citic Securities Company Limited(600030)
About Welle Environmental Group Co.Ltd(300190)
Special verification report on the deposit and use of raised funds in 2021
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) as the sponsor of Welle Environmental Group Co.Ltd(300190) (hereinafter referred to as ” Welle Environmental Group Co.Ltd(300190) ” or “company”) to publicly issue convertible corporate bonds in 2020, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, Special verification was conducted on the deposit and use of the company’s raised funds in 2021. The details are as follows: I. Basic information of the 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 funds actually raised 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. 2020 public issuance of convertible corporate bonds to raise funds
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 on issuance of Welle Environmental Group Co.Ltd(300190) publicly issued 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, and the total amount of raised funds is 917238700 yuan. After deducting the issuance expenses of 1408200000 yuan, The net amount of funds actually raised is RMB 90315670000. As of April 17, 2020, the special deposit account of the company’s raised funds has received the raised funds of this 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 Co., Ltd. After deducting the issuance expenses of other intermediaries (including lawyer’s fees, accountant’s fees, credit rating fees, issuance registration fees, 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 4153708935 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 RMB 3.6799 million to pay the expenses of projects invested with raised funds. 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). The investment projects promised by the raised funds have been completed and closed, and the balance of the raised funds is RMB 382037 million
On July 8, 2021, the 19th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors considered and adopted the proposal on using surplus raised funds and interest to permanently supplement working capital: in view of the fact that the company’s 2016 non-public offering and investment project has been completed and reached the predetermined usable state, in order to improve the use efficiency of raised funds and reduce financial expenses, combined 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, and the balance of raised funds in the raised funds account is 18257217445 yuan (including 1038579581 yuan of interest income from bank deposits of raised funds after deducting bank handling charges). As of December 31, 2021, the outstanding issuance fee is 14700000 yuan.
2、 Deposit and management of raised funds
(I) management of raised funds
In order to regulate the management and use of raised funds, improve the use efficiency of raised funds and protect the rights and interests of investors, the company has, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Interim Measures for the administration of initial public offering and listing on the gem, the measures for the administration of securities issuance of listed companies, and the notice on further regulating the use of raised funds of listed companies The Jiangsu Welle Environmental Group Co.Ltd(300190) circular has been formulated in accordance with 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
The measures for the administration of raised funds of Baosteel Technology Co., Ltd. regulates the storage, use, management and supervision of raised funds
There are clear provisions
The company has signed the tripartite supervision agreement on raised funds with the deposit bank and the recommendation institution to implement the supervision of raised funds
All raised funds shall be deposited in a special bank account. The company has formulated strict examination and approval for the use of raised funds
Procedures and management procedures, and raise funds to invest in the project as planned. The independent directors and the board of supervisors of the company are responsible for the use of the raised funds
Supervise the situation and regularly inspect the use of 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:
Unit: Yuan
Deposit bank account balance remarks total interest income of raised funds
China China Everbright Bank Company Limited Co.Ltd(601818) Changzhou Branch
Line 766101880 Sichuan Development Lomon Co.Ltd(002312) 760.00 0.00
Bank Of Jiangsu Co.Ltd(600919) Changzhou bell tower branch
Line 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:
Unit: Yuan
Deposit bank account balance remarks total interest income of raised funds
80110501012501517993 12,18637864 10,38579581 22,57217445
China Citic Bank Corporation Limited(601998) Changzhou temporary financial account Xinbei sub branch 811050111290186710150000 Shenzhen Fountain Corporation(000005) 000000000
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 RMB 3.6799 million to pay the expenses of projects invested with raised funds. 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, deliberated and adopted the proposal on using surplus raised funds and interest to permanently supplement working capital: in view of the company’s non-public in 2016
