Welle Environmental Group Co.Ltd(300190)
Year 2021
Verification report on annual deposit and use of raised funds
Index page number
Assurance report 1-2
Special report on the deposit and use of raised funds in 2021 3-11
ShineWing certified public accountants, Chaoyang men North Street, Dongcheng District, Beijing Tel: + 86 (010) 65542288 9 / F, bl ock a, Fu Hua Manson,
ShineWing No.8, Chaoyangmen Beidajie,
Dongcheng District, Beijing, fax:
+86(01065547190 certified public accountants 100027, P.R.China facsimile: +86(01065547190
Verification report on annual deposit and use of raised funds
XYZH/2022SHAA10108
All shareholders of Welle Environmental Group Co.Ltd(300190) Environmental Protection Technology Group Co., Ltd.:
We have verified the attached special report of Welle Environmental Group Co.Ltd(300190) (hereinafter referred to as Welle Environmental Group Co.Ltd(300190) company) on the deposit and use of raised funds in 2021 (hereinafter referred to as the special report on the annual deposit and use of raised funds).
Welle Environmental Group Co.Ltd(300190) the management of the company is responsible for preparing the special report on the annual deposit and use of raised funds in accordance with the guidelines for the standardized operation of companies listed on the gem and relevant format guidelines issued by Shenzhen Stock Exchange. This responsibility includes designing, implementing and maintaining the internal control related to the preparation of the special report on the annual storage and use of raised funds, ensuring that the special report on the annual storage and use of raised funds is true, accurate and complete, and there is no major misstatement caused by fraud or error. Our responsibility is to express assurance opinions on the special report on the annual storage and use of raised funds on the basis of the implementation of assurance work.
We audit or review historical financial information in accordance with the standards for other assurance business of Chinese certified public accountants No. 3101 – historical financial information
The assurance work has been carried out in accordance with the provisions of the “external assurance business”, so as to obtain reasonable assurance on whether there is no major misstatement in the special report on the annual storage and use of raised funds. In the process of carrying out the assurance work, we have implemented the necessary assurance procedures such as inquiry, inspection and recalculation, and the selected procedures depend on our professional judgment. We believe that our assurance work provides a reasonable basis for expressing opinions.
We believe that the above special report on the annual deposit and use of raised funds of Welle Environmental Group Co.Ltd(300190) company has been prepared in accordance with the provisions of the guidelines for the standardized operation of companies listed on GEM and relevant format guidelines issued by Shenzhen Stock Exchange, which truthfully reflects the actual deposit and use of raised funds of Welle Environmental Group Co.Ltd(300190) company in 2021 in all major aspects.
This assurance report is only used for the purpose of disclosing the 2021 annual report of Welle Environmental Group Co.Ltd(300190) company, and shall not be used for any other purpose without the written consent of our firm.
ShineWing Certified Public Accountants (special general partnership) Chinese certified public accountant: Luo Yucheng
Chinese certified public accountant: Yan Wei
Beijing, China April 14, 2002
Special report of Welle Environmental Group Co.Ltd(300190) Environmental Protection Technology Group Co., Ltd. on the use of raised funds in 2021
January 1, 2021 to December 31, 2021
(unless otherwise specified, this special report is presented in RMB)
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 of this period are of six-year type and the issuance scale is 91723870000 yuan, with a face value of 100 yuan each, totaling 9172387 pieces. The issue price is 100 yuan / piece. The total amount of funds raised is 917238700 yuan. After deducting the issue cost of 1408200000 yuan, the actual net amount of funds 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.
Special report of Welle Environmental Group Co.Ltd(300190) Environmental Protection Technology Group Co., Ltd. on the use of raised funds in 2021
January 1, 2021 to December 31, 2021
(unless otherwise specified, this special report is presented in RMB)
(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 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 funds of 1091849 million yuan to pay the expenses of raised investment projects, and accumulated 43 million yuan to purchase structured deposits (of which 270 million yuan was due in 2021 and 50 million yuan was due in 2021)
Special report of Welle Environmental Group Co.Ltd(300190) Environmental Protection Technology Group Co., Ltd. on the use of raised funds in 2021
January 1, 2021 to December 31, 2021
(unless otherwise specified, this special report is presented in RMB)
Due in March 2022, RMB 110 million will expire in May 2022), and the bank after deducting the bank handling fee is obtained in this period
The bank’s deposit interest income is 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 of listed companies, and measures on further regulating listed companies
Notice on the use of raised funds, 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
