Shandong Fengyuan Chemical Co.Ltd(002805)
Special report on the use of previously raised funds
According to the provisions of the CSRC on the report on the use of the previously raised funds (Zheng Jian FA FA Zi (2007) No. 500), the use of the previously raised funds of Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as “the company”) as of September 30, 2021 is reported as follows:
1、 Fund raising of the previous fund raising
(I) initial public offering (July 1, 2016)
Approved by the reply on approving Shandong Fengyuan Chemical Co.Ltd(002805) initial public offering of shares (zjxk [2016] No. 1307) of China Securities Regulatory Commission, the company issued 24229000 RMB common shares (A shares) by public offering in 2016, with an issue price of RMB 5.80 per share. As of July 1, 2016, the company has actually issued 24229000 RMB common shares (A shares) to the public, and the total amount of funds raised is 140528200.00 yuan. After deducting 32204596.56 yuan of issuance expenses such as underwriting fee, recommendation fee, audit fee, lawyer fee and information disclosure, the net amount of funds actually raised is 108323603.44 yuan. The availability of the above funds has been verified by Daxin Certified Public Accountants (special general partnership) and a capital verification report dxyz [2016] No. 3-00033 has been issued. All the raised funds of the company have been used according to the specified purposes, and the company has gone through the cancellation procedures of the above special account for raised funds according to the regulations.
(II) non public offering (May 26, 2021)
With the approval of the reply on approving Shandong Fengyuan Chemical Co.Ltd(002805) non-public shares issued by China Securities Regulatory Commission (zjxk [2020] No. 2075), the company issued 32561505 RMB common shares to Anhui Jintong new energy vehicle phase II fund partnership (limited partnership) and other specific investors, with an issue price of 13.82 yuan per share. As of May 26, 2021, the company has actually issued 32561505 ordinary shares in RMB, and the total amount of funds raised is RMB 44999999.10. After deducting various issuance expenses (excluding tax) of RMB 8667478.94, the net amount of funds actually raised is RMB 441332520.16. The availability of the above funds has been verified by Daxin Certified Public Accountants (special general partnership) and a capital verification report (dxyz [2021] No. 3-10001) has been issued.
2、 Actual use of previously raised funds
(I) initial public offering (July 1, 2016)
In order to standardize the management and use of raised funds and protect the rights and interests of investors, the company has formulated the Shandong Fengyuan Chemical Co.Ltd(002805) raised funds management system (hereinafter referred to as the “management system”) in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other documents of the CSRC and in combination with the actual situation of the company, The management system was deliberated and adopted at the 15th meeting of the third board of directors of the company on August 27, 2016.
The company has signed the tripartite supervision agreement on raised funds with the sponsors Zhongtai Securities Co.Ltd(600918) and Bank Of China Limited(601988) Shandong branch on July 31, 2016, and the company has opened a special bank deposit account in Bank Of China Limited(601988) to store the raised funds.
As of September 30, 2021, the company has used 108323603.44 yuan of the previously raised funds, including 108323603.44 yuan used in previous years, including 108323603.44 yuan invested in the raised funds, and 60600.00 yuan of interest income generated from the raised funds account to supplement the working capital. The actual use of the funds raised by the company’s initial public offering is detailed in “annex 1-1 comparison table of the use of previously raised funds” of this report.
(II) non public offering (May 26, 2021)
According to the tripartite supervision agreement on raised funds signed by the company with the recommendation institution Zhongtai Securities Co.Ltd(600918) and Bank Of Communications Co.Ltd(601328) Zaozhuang Branch and Bank Of China Limited(601988) Zaozhuang Branch respectively, the company is limited to deposit the raised funds issued by shares into the following bank accounts, and ensure that the following special accounts are only used for the storage and use of the raised funds of the company and shall not be used for other purposes.
No. account name: special account for raised funds account no. of opening bank
1 Shandong Fengyuan Chemical Co.Ltd(002805) Bank Of China Limited(601988) Zaozhuang Branch 2104424775
2 Shandong Fengyuan Chemical Co.Ltd(002805) Bank Of Communications Co.Ltd(601328) Zaozhuang Branch 374899991013000050296
3 Shandong Fengyuan lithium energy technology Co., Ltd. Bank Of China Limited(601988) Zaozhuang Branch 2416416122
As of September 30, 2021, the company’s use of the previously raised funds is shown in the table below:
Project amount (yuan)
The total amount of raised funds is 44999999.10
Less: sponsor underwriting fee 8000000.00
Actual amount received 441999999.10
Less: attorney fee and audit fee 750000.00
Supplementary working capital project 1300000000.00
113897815.11 high nickel ternary material construction project with an annual output of 10000 tons of lithium ion battery
Temporary supplementary working capital project 58000000.00
Service charge 2718.42
Plus: current interest 788153.28
As of September 30, 2021, the balance of raised funds was 140137618.85
3、 Changes in raised funds
(I) initial public offering (July 1, 2016)
1. Reasons for changing the project of raised funds
Among the raised investment projects, the plant, boiler, power distribution project, environmental protection and other public facilities of the “new project with an annual output of 75000 tons of industrial oxalic acid” have been completed when the company obtained the raised funds in 2016. Among them, the 25000 tons of industrial oxalic acid project in phase I of the project was completed and put into production in December 2013.
The project is the first of the three raised investment projects. The project progress is fast. It is highly predictable to be put into operation according to the original plan in the future, which can meet the needs of the company’s production and operation. Therefore, the second extraordinary general meeting of shareholders of the company in 2016 approved to increase the amount of raised funds for the “new project with an annual output of 75000 tons of industrial oxalic acid”, while the “new project with an annual output of 25000 tons of refined oxalic acid” and the “construction project of oxalic acid technology R & D center” will not use the raised funds after the purpose of the raised funds is adjusted. 2. Change the basic information of the raised funds project
The use amount of raised funds for the “new project with an annual output of 75000 tons of industrial oxalic acid” was increased by 12.4526 million yuan, and the use amount of raised funds from the “new project with an annual output of 25000 tons of refined oxalic acid” and the “construction project of oxalic acid technology R & D center” were reduced by 11.4067 million yuan and 1.0459 million yuan respectively. The use amount of raised funds involved in this change (corresponding reduction of the other two projects) is 12.4526 million yuan, accounting for 8.86% of the total raised funds. The purpose of some of the raised funds changed this time is the internal adjustment of the investment projects of the original raised funds, does not involve new projects, does not need to perform the approval or filing procedures with the relevant national departments, and does not constitute related party transactions and major asset restructuring.
3. Change of investment projects with raised funds
The specific changes are as follows:
No. project name total investment of the project including: self owned funds including: raised funds
(10000 yuan) (10000 yuan) (10000 yuan)
1 new project with an annual output of 75000 tons of industrial oxalic acid 1645918 5626.82 10832.36
2 new project with an annual output of 25000 tons of refined oxalic acid 7895.93 7895.93
3. Oxalic acid technology R & D center construction project 3052.00 3052.00
Total 27407.11 16574.75 10832.36
4、 Advance investment and replacement of investment projects with raised funds
(I) initial public offering (July 1, 2016)
As of September 30, 2021, the company has invested 108.3236 million yuan in the project invested with raised funds in advance with self raised funds. In 2016, the 15th meeting of the third board of directors deliberated and adopted the “self raised funds on using raised funds to replace pre invested projects with raised funds”. The company decided to use the raised funds of 108.3236 million yuan to replace the self raised funds of 108.3236 million yuan invested in the investment projects with the raised funds in advance. The replacement of the above raised funds has been verified by Daxin Certified Public Accountants (special general partnership) and issued the audit report of Shandong Fengyuan Chemical Co.Ltd(002805) replacing self raised funds invested in the raised funds project with raised funds (Daxin zhuanshen Zi [2016] No. 3-00196).
(II) non public offering (May 26, 2021)
As of September 30, 2021, the company has invested RMB 81.6214 million in the project invested with raised funds in advance with self raised funds. In 2021, after deliberation at the 8th meeting of the 5th board of directors, the proposal on using raised funds to replace self raised funds invested in advance was adopted. The company decided to use the raised funds of 81.6214 million yuan to replace the self raised funds of 81.6214 million yuan invested in the investment projects with the raised funds in advance. The above replacement of raised funds has been verified by Daxin Certified Public Accountants (special general partnership) and issued the audit report of Shandong Fengyuan Chemical Co.Ltd(002805) replacing self raised funds invested in raised funds projects with raised funds (Daxin zhuanshen Zi [2021] No. 3-10049).
5、 Use of idle raised funds
(I) initial public offering (July 1, 2016)
None.
(II) non public offering (May 26, 2021)
The company held the 8th meeting of the 5th board of directors on July 2, 2021, deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company and its subsidiary Shandong Fengyuan lithium energy technology Co., Ltd. use some idle raised funds with a total amount of no more than RMB 120 million to temporarily supplement working capital, The service life shall be from July 2, 2021 to July 1, 2022 at the latest. Upon expiration, it will be returned to the special account for raised funds. As of September 30, 2021, the company has temporarily supplemented working capital of 58 million yuan.
6、 Unused fund balance of the previously raised funds
(I) initial public offering (July 1, 2016)
None.
(II) non public offering (2021)
