Bohai Automotive Systems Co.Ltd(600960)
Special report on the deposit and actual use of raised funds in 2021
In accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies issued by the CSRC and the measures for the management of funds raised by listed companies of Shanghai Stock Exchange (revised in 2013) issued by the Shanghai Stock Exchange, Bohai Automotive Systems Co.Ltd(600960) (hereinafter referred to as “the company” or “the company”) the management has prepared the special report on the deposit and actual use of raised funds in 2021 as of December 31, 2021.
1、 Basic information of raised funds
(I) actual amount of raised funds and availability of funds
Approved by the reply of China Securities Regulatory Commission on approving Shandong Binzhou Bohai piston Co., Ltd. to issue shares to Beijing Hainachuan Auto Parts Co., Ltd. to purchase assets and raise supporting funds (zjxk [2016] No. 2951) and approved by Shanghai Stock Exchange, Shandong Binzhou Bohai piston Co., Ltd. is a non-public offering of 188891316 RMB ordinary shares (A shares) by the lead underwriter China Securities Co.Ltd(601066) by sending an invitation to subscribe and a quotation to specific investors, at an issue price of 8.96 yuan per share.
As of December 26, 2016, the company has actually issued 188891316 RMB ordinary shares (A shares) in a non-public manner, and the total amount of funds raised is RMB 169246619136. After deducting underwriting fee, recommendation fee of RMB 33 Shanghai Pudong Development Bank Co.Ltd(600000) 00 and other issuance expenses of RMB 1036 Shanghai Pudong Development Bank Co.Ltd(600000) , the net amount of funds actually raised is RMB 16485019136. The availability of the above funds has been verified by zhongxinghua Certified Public Accountants (special general partnership), who issued a capital verification report zxhyz (2016) No. sd030017. In accordance with the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange (revised in 2013), relevant format guidelines and the management system for special storage and use of raised funds, the company implements special account storage for the raised funds, and implements strict approval procedures for the use of raised funds, so as to ensure that the special funds are used for special purposes. They have been respectively registered in Bank Of Beijing Co.Ltd(601169) Jinan Daminghu sub branch, China Merchants Bank Co.Ltd(600036) Binzhou branch Agricultural Bank Of China Limited(601288) Binzhou branch opened a special deposit account for raised funds.
Note: the second extraordinary general meeting of shareholders in 2017 held on October 26, 2017 considered and approved the proposal on Amending the articles of association and authorizing the board of directors to handle industrial and commercial registration and filing, and agreed to change the company name from “Shandong Binzhou Bohai piston Co., Ltd.” to ” Bohai Automotive Systems Co.Ltd(600960) “.
(II) use and balance of raised funds in 2021
In 2021, the company issued shares to purchase assets and raised matching funds in 2016 as follows:
Unit: RMB
Time of occurrence of special account for raised funds
The total amount of raised funds is 169246619136
Less: intermediary fees and issuance fees 4396 Shanghai Pudong Development Bank Co.Ltd(600000)
Plus: accumulated interest income, investment income net of handling charges 1757548461
Less: amount of raised funds used in previous years 151838350630
As of December 31, 2020, the balance of raised funds was 14769216967
Plus: net amount of interest income of raised funds deducting handling charges in 2021185916857
Less: 2021 raised investment project expenditure 610922959
As of December 31, 2021, the balance of raised funds was 8845904234
Note 1: in 2021, the company spent 610922959 yuan on fund-raising projects, and the total amount of funds raised has been 16234418022 yuan.
2、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds, the company has formulated the measures for the management of raised funds in accordance with the provisions and requirements of the measures for the management of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) and relevant format guidelines, and in combination with the actual situation of the company. The company stores the raised funds in a special account and implements strict approval procedures for the use of the raised funds to ensure that the special funds are used for special purposes.
After issuing shares to purchase assets and raising supporting funds in 2016, the company and its independent financial consultant China Securities Co.Ltd(601066) jointly signed a tripartite supervision agreement with Bank Of Beijing Co.Ltd(601169) Jinan Daminghu sub branch, China Merchants Bank Co.Ltd(600036) Binzhou branch, and signed a quadripartite supervision agreement with Hainachuan (Binzhou) engine parts Co., Ltd., Agricultural Bank Of China Limited(601288) Binzhou branch. After the proposal of Bohai Automotive Systems Co.Ltd(600960) on the change and extension of some investment projects with raised funds and capital increase of subsidiaries with raised funds was deliberated and approved at the 28th meeting of the seventh board of directors in 2020 and the third extraordinary general meeting in 2020, the company, Agricultural Bank Of China Limited(601288) Binzhou branch and independent financial consultant China Securities Co.Ltd(601066) respectively cooperated with the company’s subsidiaries piston Co., Ltd Binzhou Temai signed the tripartite supervision agreement on the storage of special account for raised funds.
There is no significant difference between the above regulatory agreement and the model regulatory agreement of Shanghai Stock Exchange, and there is no problem in the performance of the above regulatory agreement.
If the company withdraws more than 50 million yuan from the special account in one time or within 12 months and reaches 20% of the net amount after deducting the issuance expenses from the total amount of the raised funds, it shall timely notify China Securities Co.Ltd(601066) , and provide the expenditure list of the special account.
(II) storage of raised funds
As of December 31, 2021, the deposit of assets purchased by issuing shares and raising supporting funds in 2016
Unit: RMB
Deposit bank – amount of special account for raised funds
Bank Of Beijing Co.Ltd(601169) Jinan Daminghu sub branch 2 China Vanke Co.Ltd(000002) 5672600144669767090191163
China Merchants Bank Co.Ltd(600036) Binzhou branch 5319000493106031701304794
Agricultural Bank Of China Limited(601288) Binzhou branch 157540010402228352439703
Agricultural Bank Of China Limited(601288) Binzhou branch 15754 Xj Electric Co.Ltd(000400) 2895919685.74
Total 4588429042
(III) cancellation of special account for raised funds
As the company’s project of “repaying part of the bank loan for the acquisition of 75% equity of BTAH in Germany” was completed in January 2021, the company completed the cancellation procedures of the special account for the investment project of raised funds in February 2021, and the remaining principal and interest of the raised funds in the account totaled 1.642 million yuan were transferred to the special account for raised funds of the subsidiary piston Co., Ltd, It is used for the fund-raising investment project “national VI high efficiency automobile piston intelligent manufacturing project” (hereinafter referred to as “national VI high efficiency piston project”). For details, please refer to the announcement on canceling the special account for raised funds (No. 2021007) disclosed by the company on the website of Shanghai Stock Exchange on February 6, 2021.
Information of the cancelled special account for raised funds:
Account no. of deposit bank of account subject
Binzhou Temai Auto Parts Co., Ltd. Agricultural Bank Of China Limited(601288) Binzhou branch 1575400104029114
3、 Actual use of raised funds
(I) comparison table of use of raised funds
See the appendix of this report for the comparison table of the use of shares issued to purchase assets and raise supporting funds in 2016.
(II) replacement of investment projects with raised funds
Before the receipt of the raised funds on December 26, 2016, the company invested a total of 30351300 yuan in the raised funds project with its own funds in advance, which was replaced with the raised funds on January 25, 2017. Zhongxinghua Certified Public Accountants (special general partnership) issued zhongxinghua Hezi (2017) No. 030001 “special assurance report on the special instructions for Shandong Binzhou Bohai piston Co., Ltd. to pre invest the raised investment projects with self raised funds” to verify the above matters.
(III) cash management of idle raised funds and investment in related products
None.
(IV) temporary replenishment of working capital with raised funds
None.
4、 The company changes the use of funds for investment projects with raised funds
The 28th meeting of the seventh board of directors, the 15th meeting of the seventh board of supervisors and the third extraordinary general meeting of shareholders in 2020 deliberated and approved the Bohai Automotive Systems Co.Ltd(600960) proposal on the change and extension of some investment projects with raised funds and the capital increase of subsidiaries with raised funds, The remaining raised funds of 425140900 yuan for the “250000 sets of cylinder blocks and cylinder heads project” and 53.2 million yuan for the “forward looking technology research center project”, totaling 478340900 yuan, were changed to repay some bank loans for the acquisition of 75% equity of BTAH in Germany. The remaining 24.86 million yuan raised from the “forward looking technology research center project” was used for the “national VI high efficiency piston project”.
The seventh meeting of the eighth board of directors, the fourth meeting of the eighth board of supervisors and the fifth extraordinary general meeting of shareholders in 2021 deliberated and adopted the proposal on partial change of investment projects raised by non-public development banks in 2016, The remaining raised funds of 467698 million yuan for the “250000 sets of cylinder blocks and cylinder heads project” and 222935 million yuan for the “forward looking technology research center project” and the accumulated interest generated in the special account of the raised funds, totaling 879054 million yuan, were used for the “national VI high efficiency piston project”.
See attached table 2 for the use of funds of the project invested by raised funds.
5、 Problems in the use and disclosure of raised funds
None.
6、 Approval and issuance of special reports
This special report was approved by the board of directors of the company on April 22, 2022.
Attached table 1: comparison of the use of assets purchased by issuing shares and raising supporting funds in 2016
Attached table 2: change of investment projects with raised funds
Bohai Automotive Systems Co.Ltd(600960)
April 22, 2022
Comparison table on the use of shares issued to purchase assets and raise supporting funds in 2016
Unit: RMB 10000
The total amount of raised funds is 16924662
The total amount of raised funds invested in the reporting period was 610923
