Shenzhen Clou Electronics Co.Ltd(002121)
Previous special fund use report
According to the provisions of the China Securities Regulatory Commission on the report on the use of the previously raised funds (zjfz [2007] No. 500), Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as “the company”) will report the use of the previously raised funds as of March 31, 2022 as follows:
1、 Basic information of the previously raised funds
With the approval of the reply on approving Shenzhen Clou Electronics Co.Ltd(002121) non-public offering of shares issued by China Securities Regulatory Commission (zjxk [2016] No. 3229) and the consent of Shenzhen Stock Exchange, the company’s lead underwriter China Industrial Securities Co.Ltd(601377) issues RMB common shares (A shares) to specific investors in the form of non-public offering of shares, with no more than 22311821600 shares. The issue price is 8.52 yuan per share. As of March 9, 2017, the company has actually issued 21309943500 RMB ordinary shares (A shares) to specific investors, with a total raised capital of 181560720000 yuan. After deducting underwriting fees, recommendation fees and other issuance expenses, the net amount of raised funds is RMB 180415208178. Since the VAT is a non price tax, the VAT input tax of RMB 64840291 can be deducted, and the recorded amount of the company’s raised funds should be RMB 180480048469.
As of March 9, 2017, all the funds raised by the above issuance of the company have been in place, which has been verified and confirmed by the capital verification report “Dahua Yan Zi [2017] No. 000148” issued by Dahua Certified Public Accountants (special general partnership).
As of March 31, 2022, the company has invested 37723515320 yuan in non-public offering fund-raising projects. The amount of raised funds used in 2017 was 22991517070 yuan, the amount of raised funds used in 2018 was 17608298857 yuan, and the amount of raised funds used in 2019 was 93699393 yuan. Due to the cancellation of the contract in 2019, the company returned 2970000000 yuan of prepaid battery purchase money in 2018. The cumulative amount of the company terminating the implementation of some raised investment projects and permanently replenishing the remaining raised funds with working capital is 143497662951 yuan, of which, the company terminated the implementation of some raised investment projects in 2018 and permanently replenished the remaining raised funds with working capital of 33257244642 yuan, terminated the implementation of some raised investment projects in 2019 and permanently replenished the remaining raised funds with working capital of 110240418309 yuan. As of March 31, 2022, the raised funds have been used up. The accumulated interest amount of the current deposit account of the raised funds is 741129802 yuan.
In accordance with the measures for the administration of securities issuance of listed companies, the company has opened a special account for the storage of raised funds in the following banks. As of March 31, 2022, the storage of raised funds is listed as follows:
Monetary unit: RMB
Bank name account number initial deposit amount deadline balance storage method China Zheshang Bank Co.Ltd(601916) Co., Ltd. 5840 Ping An Bank Co.Ltd(000001) 012010033878128001440000 —- Shenzhen Branch
Bank Of Shanghai Co.Ltd(601229) Co., Ltd. 003903180 Hangzhou Sunrise Technology Co.Ltd(300360) 0229 —- Shenzhen Fulian sub branch
China China Construction Bank Corporation(601939) Co., Ltd. has 442501 Shenzhen Fountain Corporation(000005) Shenzhen Huakong Seg Co.Ltd(000068) 345927440000 —- Shenzhen Nanshan sub branch
China China Construction Bank Corporation(601939) Co., Ltd. Shenzhen Nanshan sub branch
China Zheshang Bank Co.Ltd(601916) Co., Ltd. 5840 Ping An Bank Co.Ltd(000001) 012010033851969731200000 —- Shenzhen Branch
Bank Of Shanghai Co.Ltd(601229) Co., Ltd. 003929340 Qtone Education Group(Guangdong) Co.Ltd(300359) 3947 – Shenzhen Science and Technology Park sub branch
China Zheshang Bank Co.Ltd(601916) Co., Ltd. 5840 Ping An Bank Co.Ltd(000001) 012010034711836819968469 – Shenzhen Branch
Total — 180480048469 —-
Note: as of March 31, 2022, the above account has been closed.
2、 Actual use of the previously raised funds
(I) use of funds raised last time
See attached table 1.
(II) changes in the actual investment projects of the previously raised funds
1. From 2015 to 2017, the national development and Reform Commission lowered the on grid price three times. In the future, the on grid price of photovoltaic power generation is tentatively adjusted once a year, and there is still a risk of further decline. The actual on grid price of “110MW ground photovoltaic power generation project” in the future will be lower than the expected on grid price when the project is planned to invest, and the investment income may not meet the expectation. In order to further realize the strategic focus and highlight the main business, the company plans to terminate the implementation of the “110MW ground photovoltaic power generation project” after fully considering the local policies, supporting grid connection conditions and power consumption of the photovoltaic power station project, permanently supplement the working capital with the remaining raised funds of the project, invest the limited resources in energy storage, batteries and other core businesses, and further optimize the asset structure and resource allocation, Enhance the profitability of the company and maximize the interests of the company and shareholders.
On May 9, 2018, the 42nd (Interim) meeting of the sixth board of directors of the company considered and approved the proposal on terminating the implementation of some raised investment projects and permanently replenishing the remaining raised funds with working capital, and agreed to terminate the implementation of the non-public raised investment project “110MW ground photovoltaic power generation project”, And permanently replenish the working capital with the remaining raised capital of 33152842570 yuan (including interest income, and the specific amount shall be subject to the fund balance in the special account of the project at the time of actual carry forward).
The proposal was deliberated and approved at the fifth extraordinary general meeting of shareholders in 2018 on May 25, 2018.
2. For the “intelligent energy storage, microgrid and active distribution network industrialization project”, considering that the company has basically completed the construction of the main content of the fund-raising investment project, which can meet the business needs of local energy storage business, and the rapid development of ACG frequency modulation business in thermal power field in recent years, the company has a large demand for funds. In order to better grasp the industry direction and develop energy storage business, The company plans to terminate the “industrialization project of smart energy storage, microgrid and active distribution network” and permanently supplement the remaining raised funds of the project with working capital.
For the “new energy vehicle and charging network construction and operation project”, due to the slow arrival of raised funds, in order to seize the market opportunity and layout the new energy vehicle operation and charging station operation business in advance, the parent company has invested with its own funds first. After the raised funds are in place, Nanchang Kelu Smart Grid Technology Co., Ltd., a wholly-owned subsidiary of the company, will further invest in the project. In view of the fact that the relevant platforms, new energy vehicles and charging station related equipment in the project location can basically meet the operation needs, and the company’s liquidity is tight, the company plans to terminate the “new energy vehicle and charging network construction and operation project”, and permanently replenish the working capital with the remaining raised funds of the project, alleviate the capital cost pressure caused by the company’s large investment in the early stage, and improve the business performance of the new energy business.
In recent years, with the delay in the issuance of national new energy power generation subsidies, the reduction of subsidies themselves, and the widespread phenomenon of abandoning light and wind, the new energy power generation industry is facing the dilemma of overcapacity. With the gradual stripping of the company’s photovoltaic projects, in order to make rational use of the raised funds and ensure the expected income, the company plans to terminate the “smart energy system platform project” aimed at building a supporting system to serve the company’s new energy power generation projects, and use the remaining raised funds to supplement working capital, alleviate the company’s capital pressure and ensure the steady development of the company’s smart grid and other core businesses. On June 12, 2019, the sixth (Interim) meeting of the seventh board of directors of the company considered and approved the proposal on terminating some investment projects with raised funds and permanently replenishing the remaining raised funds with working capital, and agreed to terminate the three investment projects of “intelligent energy storage, microgrid and active distribution network industrialization project”, “new energy vehicle and charging network construction and operation project” and “intelligent energy system platform project”, And permanently replenish the working capital with the remaining raised capital of 107255983264 yuan (including interest income, and the specific amount shall be subject to the fund balance in the special account of the project at the time of actual carry forward). The proposal was deliberated and passed at the fourth extraordinary general meeting of shareholders in 2019 on June 28, 2019.
(III) external transfer or replacement of investment projects with previously raised funds
On April 11, 2017, the 21st (Interim) meeting of the sixth board of directors of the company deliberated and approved the company’s proposal on replacing the self raised funds of the pre invested investment projects with the raised funds, and agreed that the company would use the raised funds to replace the self raised funds of the pre invested investment projects with the raised funds of RMB 5078746402. The proposal was deliberated and approved at the third extraordinary general meeting of the company in 2017 on April 28, 2017. (IV) use of idle raised funds
1. On April 11, 2017, the 21st (Interim) meeting of the sixth board of directors of the company deliberated and approved the proposal on temporarily replenishing working capital with some idle raised funds, and agreed to combine the company’s financial situation and production and operation needs on the premise of ensuring the funds required for the construction and investment of the raised funds, The company and its wholly-owned subsidiaries intend to use idle raised funds of no more than RMB 120 million to temporarily supplement working capital for production and operation related to the company’s main business. The service life shall not exceed 12 months (calculated from the date of approval by the general meeting of shareholders of the company), and shall be returned to the special account for raised funds before expiration. The proposal was deliberated and approved at the third extraordinary general meeting of the company in 2017 on April 28, 2017. On April 28, 2018, the company has returned the total raised funds used to supplement working capital of 120 million yuan to the corresponding special account for raised funds of the company as scheduled.
2. On May 9, 2018, the 42nd (Interim) meeting of the sixth board of directors of the company deliberated and approved the proposal on using part of the idle raised funds to temporarily supplement the working capital, and agreed that the company would use the idle raised funds of no more than RMB 60 million to temporarily supplement the working capital for the production and operation related to the company’s main business, with a service life of no more than 12 months from the date of deliberation and approval of the general meeting of shareholders. The proposal was deliberated and approved at the fifth extraordinary general meeting of shareholders in 2018 on May 25, 2018.
3. On June 1, 2018, the 44th (Interim) meeting of the sixth board of directors of the company deliberated and approved the proposal on adjusting the plan of using some idle raised funds to temporarily supplement working capital, and agreed that the company should adjust the plan of using some idle raised funds to temporarily supplement working capital, and the amount of use should be adjusted from no more than 600 million yuan to no more than 90 million yuan, The service life shall not exceed 12 months from the date of deliberation and approval by the general meeting of shareholders. The proposal was deliberated and approved at the seventh extraordinary general meeting of shareholders in 2018 on June 19, 2018.
4. On December 5, 2018, the 51st (Interim) meeting of the sixth board of directors of the company deliberated and approved the proposal on adjusting the plan of using some idle raised funds to temporarily supplement working capital, and agreed that the company should adjust the plan of using some idle raised funds to temporarily supplement working capital, and the use limit should be adjusted from no more than RMB 90 million to no more than RMB 107 million, The service life shall not exceed 12 months from the date of deliberation and approval by the corresponding general meeting of shareholders (of which RMB 90 million of raised funds will be returned to the corresponding special account for raised funds before June 19, 2019, and RMB 17 million of newly added temporary supplementary working funds will be returned to the corresponding special account for raised funds within 12 months after deliberation and approval by the general meeting of shareholders). The proposal was deliberated and approved at the 11th extraordinary general meeting of shareholders in 2018 on December 21, 2018. On June 12, 2019, the company has returned the total raised funds used to supplement working capital of 1070 million yuan to the corresponding special account for raised funds of the company as scheduled.
(V) comparison between the use of the previously raised funds and the company’s regular reports
1. The comparison between the actual cumulative investment amount of investment projects funded by non-public offering in 2017 and the relevant contents of periodic reports and other information disclosure is as follows:
Unit: RMB 10000
Whether there is any difference in the disclosure of annual report / semi annual report on the actual use of investment project time? 2017586341586341
