Baoding Lucky Innovative Materials Co.Ltd(300446)
Special report on the deposit and use of raised funds in 2021
According to the regulations of Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies and relevant format guidelines, Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as “the company” or “the company”) makes a special explanation on the deposit and actual use of raised funds in 2021 as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
With the approval of the reply on approving Baoding Lucky Innovative Materials Co.Ltd(300446) initial public offering of shares (zjxk [2015] No. 551) issued by China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, the company publicly issued 15.4 million RMB common shares (A shares) at an issue price of 8.85 yuan per share, with a total raised capital of 136.29 million yuan, deducting the issuance expenses of 247599 million yuan, The net amount of funds actually raised by the company is RMB 11153001 million. The above capital availability has been verified by Lixin Certified Public Accountants (special general partnership) and issued a capital verification report (xksbz [2015] No. 711052) on April 20, 2015. The company has carried out special account storage management for the raised funds.
(II) amount used in previous years, amount used in current year and current balance.
1. Amount used in previous years
As of December 31, 2020, the company’s raised funds have invested 732301 million yuan in raised investment projects, and the unused amount is 571406 million yuan (including 38.3 million yuan of raised funds and 188406 million yuan of accumulated interest stored in a special account after deducting handling fees).
2. Amount used and current balance in the current year
In 2021, the company’s raised funds directly invested 575264 million yuan in raised investment projects. As of December 31, 2021, the company’s raised funds have invested 1307565 million yuan in raised investment projects, and all the raised funds have been used up.
2、 Deposit and management of raised funds
(I) management of raised funds
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 Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), guidelines for the self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the provisions of Baoding Lucky Innovative Materials Co.Ltd(300446) raised funds management system, The company has signed tripartite supervision agreements with the recommendation institutions China Securities Co.Ltd(601066) , Bank Of Communications Co.Ltd(601328) Baoding Branch, China Merchants Bank Co.Ltd(600036) Beijing Wanquanhe sub branch respectively to store the raised funds in a special account and implement strict approval procedures for the use of the raised funds, so as to ensure the special use of the special funds.
In 2019, the company’s fund-raising investment project “thermal magnetic ticket production line expansion project” was changed to “lucky new material electronic material R & D and industrial base (phase I) project”, and the implementation subject was changed from the company to Sichuan lucky New Material Co., Ltd., a wholly-owned subsidiary of the company (hereinafter referred to as “Sichuan lucky new material”). The company transferred the raised funds and income from the original special account of Bank Of Communications Co.Ltd(601328) raised funds to the special account of raised funds opened by Sichuan lucky new material in Pengshan sub branch of Industrial And Commercial Bank Of China Limited(601398) Meishan Branch, and cancelled the account of Bank Of Communications Co.Ltd(601328) raised funds. On July 31, 2019, the company and its wholly-owned subsidiary, Sichuan Rakai new material, signed a tripartite supervision and cooperation agreement with Industrial And Commercial Bank Of China Limited(601398) Meishan Branch Pengshan sub branch and China Securities Co.Ltd(601066) Meishan Branch to store the raised funds in a special account and implement strict approval procedures for the use of the raised funds to ensure that the special funds are used exclusively. For details, the company released it on cninfo.com on August 3, 2019（ http://www.cn.info.com.cn. ）Announcement of Baoding Lucky Innovative Materials Co.Ltd(300446) on signing the tripartite supervision and cooperation agreement for raised funds (Announcement No.: 2019038).
（2） Deposit of raised funds in special account
As of December 31, 2021, the deposit of raised funds in the special account is as follows:
Closing balance of bank name and account number stored in special account (yuan)
Industrial And Commercial Bank Of China Limited(601398) Meishan Branch Pengshan sub branch 2313400129100162868–
China Merchants Bank Co.Ltd(600036) Beijing Wanquanhe sub branch 1109067 Fujian Qingshan Paper Industry Co.Ltd(600103) 03–
Total–
As of December 31, 2021, all the raised funds and have been used, and the raised funds account has been cancelled.
3、 Actual use of raised funds this year
(I) comparison table of use of raised funds
The comparison table of the actual use of the raised funds in this year is shown in Schedule 1 of this report.
(II) reasons for the suspension of raised capital investment projects (hereinafter referred to as “raised investment projects”) for more than one year and the next measures
On April 22, 2016, the 13th meeting of the second board of directors of the company and the 2015 annual general meeting of shareholders of the company on May 20, 2016 respectively considered and approved the proposal on adjusting the implementation progress of projects invested with raised funds, and decided to suspend the implementation of the “thermal magnetic ticket production line expansion project”. It has been four years since the company determined the “thermal magnetic ticket production line expansion project” to raise funds, which is quite different from the expected time. During this period, the company’s original production line has been transformed and upgraded for many times, and the production capacity has been able to meet the market demand. In order to better protect the interests of investors, based on the principle of prudence and maximization of benefits, and avoid the waste of resources caused by premature investment, the company decided to suspend the implementation of the “thermal magnetic ticket production line expansion project”. The adjustment was announced on April 26, 2016.
On February 24, 2017, the 17th meeting of the second board of directors of the company and the 2016 annual general meeting of shareholders of the company on March 24, 2017 respectively considered and approved the proposal on starting the “expansion project of thermal magnetic ticket production line”.
In view of the fact that the original thermal magnetic ticket production line of the company has basically reached the full load operation state, and the demand for thermal magnetic tickets will continue to grow. The company now decides to start the “thermal magnetic ticket production line expansion project” and complete it on December 31, 2018. The adjustment was announced on February 27, 2017.
On August 22, 2018, the seventh meeting of the third board of directors of the company deliberated and adopted the proposal on adjusting some investment projects with raised funds. Affected by factors such as the stable replacement rate of thermal magnetic train tickets and the popularization of new electronic ticket systems such as “swiping ID card” entering the station, the company predicts that the market demand growth rate of thermal magnetic tickets will tend to be stable in the future, and the existing production capacity of the company can meet the market demand. In order to better protect the interests of investors, based on the principle of maximizing the benefits of raised investment, the company decided to terminate the implementation of the “thermal magnetic ticket production line expansion project”. The company is conducting special research on the proposed investment project of the raised investment fund. The adjustment was announced on August 23, 2018.
On May 29, 2019, the 10th meeting of the third board of directors of the company and the 2018 annual general meeting of shareholders of the company on June 21, 2019 considered and adopted the proposal on changing the purpose of raised funds respectively. Based on the company’s strategic development plan, the company changed the purpose of the raised funds, changed the “thermal magnetic ticket production line expansion project” to “lucky new material electronic material R & D and industrial base (phase I) project”, and changed the implementation subject from Baoding Lucky Innovative Materials Co.Ltd(300446) to Sichuan lucky New Material Co., Ltd., a wholly-owned subsidiary of the company, The implementation site is changed from Lekai New Material Industrial Park (No. 569, Herun Road, Baoding) in the West District of Baoding National High tech Industrial Development Zone to Sichuan Lekai new material factory in group 3, Yangmiao village, Yihe Township, Pengshan District, Meishan City, Sichuan Province. The construction period of the project is 24 months, and it is planned to be completed and put into operation in December 2020. The change was announced on May 31, 2019.
Affected by covid-19 epidemic, by the end of 2020, “lucky new materials and electronic materials R & D and industrial base (phase I) project” has not been completed and put into operation. On April 23, 2021, the seventh meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on adjusting the implementation progress of some investment projects with raised funds. In view of the current project progress, in order to ensure high-quality completion of equipment installation, production process commissioning and commissioning of new electronic functional materials during the project construction, the company decided to adjust the completion and operation time of “lucky new materials and electronic materials R & D and industrial base (phase I) project” to December 31, 2021.
During the construction of the project, affected by covid-19 epidemic, the construction period of some equipment was extended, and some equipment commissioning personnel could not go to the site for commissioning due to epidemic control measures. Comprehensively considering the subsequent equipment commissioning, commissioning and commissioning acceptance procedures of the project, on December 3, 2021, the 12th meeting of the Fourth Board of directors of the company considered and adopted the proposal on adjusting the implementation progress of some raised funds investment projects, and adjusted the completion and commissioning time of “lucky new electronic materials research and development and industrial base (phase I) project” to September 30, 2022.
(III) reasons and conditions why the benefits of the investment projects with raised funds (hereinafter referred to as “raised investment projects”) cannot be calculated separately
R & D center construction project: the project is mainly used for the construction and installation works, experimental equipment and facilities of the R & D center. It does not directly generate operating income and cannot calculate the benefits separately. The project aims to strengthen technological innovation, enhance the company’s R & D strength and provide a stronger R & D platform for the company to implement the technology leading strategy through the R & D of magnetic recording material technology and thermal material technology, so as to enhance the company’s market competitiveness and profitability and promote the steady and sustainable development of the company.
(IV) changes in the implementation location, implementation subject and implementation mode of the project invested with raised funds
On January 27, 2016, the 12th meeting of the second board of directors of the company deliberated and approved the proposal on changing the implementation location of some investment projects with raised funds. According to the location of the raised capital investment project disclosed in the prospectus of the company’s initial public offering and listing on the gem, the implementation location of the company’s “R & D center construction project” is located in the land registered in the state owned land use right certificate No. 1306 Shenzhen Agricultural Products Group Co.Ltd(000061) 55 (2012) of Baoding City, No. 569 Herun Road, Baoding City (the implementation location is located in the middle of the plant). It has been four years since the company determined the implementation location of the raised investment project to the arrival of the raised funds. The company has completed the handling of the state-owned land use certificate of a land purchased with its own funds that is close to the original implementation location. In order to further optimize the layout of the plant area, the project implementation location is changed to the west of the plant area close to the original implementation location according to the overall planning needs of the plant area, That is, the land registered in the state owned land use right certificate (Gy (2015) No. 1306 Shenzhen Overseas Chinese Town Co.Ltd(000069) 44) of Baoding city. Both the independent directors and the sponsor of the company expressed their opinions that the necessary legal procedures have been performed for the change of the implementation location of some of the raised funds investment projects. In addition to changing the implementation location of some projects, the construction background, technical scheme and implementation subject of the company’s raised investment projects are still consistent with the relevant contents disclosed in the company’s prospectus for initial public offering and listing on the gem, which will not have a substantive impact on the above projects, and the implementation subject and construction content of the raised capital projects have not been changed, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders. The change was announced on January 28, 2016.
On May 29, 2019, the 10th meeting of the third board of directors of the company deliberated and adopted the proposal on changing the purpose of raised funds. Based on the company’s strategic development plan, the company changed the purpose of the raised funds, changed the “thermal magnetic ticket production line expansion project” to “lucky new material electronic material R & D and industrial base (phase I) project”, and changed the implementation subject from Baoding Lucky Innovative Materials Co.Ltd(300446) to Sichuan lucky New Material Co., Ltd., a wholly-owned subsidiary of the company, The implementation site is changed from Lekai New Material Industrial Park (No. 569, Herun Road, Baoding) in the West District of Baoding National High tech Industrial Development Zone to Sichuan Lekai new material factory in group 3, Yangmiao village, Yihe Township, Pengshan District, Meishan City, Sichuan Province. The construction period of the project is 24 months, and it is planned to be completed and put into operation in December 2020. Both the independent directors and the sponsor of the company have expressed their opinions that this change is based on the adjustment made by the company according to the actual situation, does not harm the interests of shareholders, is conducive to the long-term interests of shareholders and the company, and is in line with the relevant laws and regulations such as the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2019) and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2015) Regulations and normative documents. The change was announced on May 31, 2019.
(V) early investment and replacement of raised investment projects
As of December 31, 2021, there is no advance investment and replacement of the company’s raised funds.
(VI) temporary replenishment of working capital with idle raised funds
As of December 31, 2021, the company has not temporarily supplemented working capital with idle raised funds.
(VII) purpose and destination of unused raised funds
The company held the second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors on April 23, 2020, deliberated and adopted the proposal on cash management with idle raised funds, and the board of directors agreed to ensure that the investment of raised funds will not be affected
