Zhejiang Founder Motor Co.Ltd(002196)
Report on the use of previously raised funds
According to the provisions of the China Securities Regulatory Commission on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500), Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as the company or the company) will report the use of the previously raised funds as of September 30, 2021 as follows:
1、 The amount of funds raised last time, the time of receipt of funds and the deposit of funds in the special account
Approved by the reply on approving Zhejiang Founder Motor Co.Ltd(002196) non-public development of shares (zjxk [2018] No. 1307) of the China Securities Regulatory Commission, the company has Citic Securities Company Limited(600030) by means of non-public offering to Zhongzhen Hanjiang Equipment Technology Co., Ltd., Shanghai Changfeng Huixin equity investment center (limited partnership) Ma Wenqi, a natural person, privately issued 30000000 RMB ordinary shares (A shares) at an issue price of 4.70 yuan per share.
As of January 31, 2019, the company has actually issued 30000000 RMB ordinary shares (A shares), and the total amount of raised funds is RMB 141000000.00. After deducting the recommendation and underwriting fee of RMB 3710000.00, the raised funds of RMB 137290000.00 have been remitted to the special account for raised funds of the company by the lead underwriter Citic Securities Company Limited(600030) on January 31, 2019, In addition, after deducting 1742830.20 yuan of lawyer fees, capital verification fees, legal information disclosure and other issuance expenses, the net amount of funds actually raised by the company this time is 135547169.80 yuan. The availability of the above raised funds has been verified by Tianjian Certified Public Accountants (special general partnership), who issued the capital verification report (Tianjian Yan [2019] No. 20).
As of September 30, 2021, the deposit of the above non-public offering funds in the bank account of the company is listed as follows:
Monetary unit: RMB
Account name deposit bank account number initial deposit amount [Note 1] ending date balance remarks
China Zheshang Bank Co.Ltd(601916) Co., Ltd. 343002001012
Lishui branch of the company [Note 2] 0100119618 100000000.00 — cancellation on August 10, 2021
China Agricultural Bank Of China Limited(601288) shares 198501010400
Lishui branch of the Company Limited 20833 35547169.80 — 2021.8.10 [Note 3] cancellation
Shanghai Haineng China Agricultural Bank Of China Limited(601288) shares 038877000400
Auto Electronics Co., Ltd. Shanghai Jiading 42784 —- 2021.8.24 Co., Ltd. Sub Branch [Note 4] cancellation
Total 135547169.80 —-
Note 1: the initial deposit amount is the amount after deducting the recommendation and underwriting fee and other issuance expenses. The company paid 1742830.20 yuan of issuance fee from the special account of Agricultural Bank Of China Limited(601288) Lishui branch 19850101040020833.
The Company Limited lishui branch and Citic Securities Company Limited(600030) signed the tripartite supervision agreement on raised funds. The company opened a special account for raised funds in China Zheshang Bank Co.Ltd(601916) Lishui branch with an account number of 3430020010120100119618. This special account is only used for the storage and use of the raised funds for the company’s annual output of 350000 new energy vehicle drive motors and electric drive integrated system project, and shall not be used for other purposes.
Note 3: in order to standardize the management of the company’s raised funds and protect the rights and interests of small and medium-sized investors, the company signed the tripartite supervision agreement on raised funds with Agricultural Bank Of China Limited(601288) Lishui branch and Citic Securities Company Limited(600030) . The company opened a special account for raised funds in Agricultural Bank Of China Limited(601288) Lishui branch with an account number of 19850101040020833, This special account is only used for the storage and use of the funds raised by the company’s new energy vehicle electric drive system and energy saving motor research institute project, and shall not be used for other purposes.
Note 4: in order to standardize the management of the company’s raised funds and protect the rights and interests of small and medium-sized investors, the company and its wholly-owned subsidiary Shanghai Haineng Automotive Electronics Co., Ltd. signed the four party supervision agreement on raised funds with Agricultural Bank Of China Limited(601288) Shanghai Jiading sub branch and Citic Securities Company Limited(600030) , and Shanghai Haineng Automotive Electronics Co., Ltd. opened a special account for raised funds in Agricultural Bank Of China Limited(601288) Shanghai Jiading sub branch, The account number is 03887700040042784. This special account is only used for the storage and use of the funds raised by the company’s new energy vehicle electric drive system and energy saving motor research institute project, and shall not be used for other purposes.
2、 Actual use of previously raised funds
(I) comparison table of the use of the previously raised funds
For the comparison table of the use of the previously raised funds, see “Annex 1 comparison table of the use of the previously raised funds”. (II) description of the difference between the actual total investment of the project raised in the previous time and the commitment
The difference between the actual total investment of the project raised in the previous time and the commitment is as follows:
Monetary unit: RMB
Difference in actual investment of committed raised funds
Total amount of investment project funds total amount of pooled funds ② – ① reasons for difference ① ②
Annual output of 350000 new energy vehicle drives 115000000.00 117127804.17 2127804.17 [note] motor and electric drive integrated system project
New energy vehicle electric drive system and energy saving motor research institute project 20547169.80 20614086.02 66916.22 [note]
Total 135547169.80 137741890.19 2194720.39–
Note: the financial management income generated from the raised funds account and the net amount of interest income minus handling charges are invested into the project together, and the account balance fund of 18390.88 yuan has been transferred to the current deposit account.
3、 Changes in the actual investment projects of the previously raised funds
As of September 30, 2021, there was no change in the actual investment projects of the company’s previously raised funds. 4、 Advance investment in replacement of previously raised funds
On February 27, 2019, the 13th meeting of the 6th board of directors and the 11th meeting of the 6th board of supervisors considered and approved the proposal on replacing self raised funds invested in investment projects with raised funds in advance, and agreed that the company would use the raised funds of 51416200.00 yuan to replace the self raised funds invested in investment projects with raised funds in advance.
Tianjian Certified Public Accountants (special general partnership) has reviewed the actual investment of the company’s raised capital investment projects in advance, and issued the assurance report on Zhejiang Founder Motor Co.Ltd(002196) self raised capital investment projects in advance (tianjianshen [2019] No. 163) on February 26, 2019. The independent directors, the board of supervisors and the recommendation institution of the company all expressed their opinions that the replacement of self raised funds invested in the investment projects with raised funds in advance by the raised funds complies with the provisions of relevant laws, regulations and other normative documents such as the guidelines for the standardized operation of companies listed on the SME Board of Shenzhen Stock Exchange of Shenzhen Stock Exchange, Agree to use the raised funds to replace the self raised funds invested in the investment projects with the raised funds in advance.
5、 External transfer or replacement of the investment project of the previously raised funds
The company does not have any external transfer or replacement of the investment projects of the previously raised funds.
6、 Temporary idle raised funds
On February 27, 2019, the 13th meeting of the 6th board of directors and the 11th meeting of the 6th board of supervisors considered and approved the proposal on using idle raised funds for cash management, and agreed that the company would use idle raised funds of no more than 70000000.00 yuan for cash management on the premise of ensuring normal operation and capital safety.
On April 26, 2020, the 26th meeting of the 6th board of directors and the 21st Meeting of the 6th board of supervisors considered and approved the proposal on using idle raised funds for cash management, and agreed that the company would use idle raised funds of no more than 30000000.00 yuan for cash management on the premise of ensuring normal operation and capital safety.
As of September 30, 2021, the company has purchased RMB 100000000.00 of financial products and redeemed RMB 100000000.00 of financial products with some idle raised funds, and has recognized RMB 1552100.10 of income from financial products.
7、 Utilization of surplus raised funds
As of September 30, 2021, all the previously raised funds (including financial management income and interest income net of handling charges) have been invested in the raised investment project, the balance of 18390.88 yuan in the raised fund account has been transferred to the current deposit account, and the raised fund account has been cancelled in August 2021.
8、 Benefits achieved by the investment projects with the previously raised funds
(I) comparison table of realized benefits of investment projects with previously raised funds
See “Annex 2 comparison table of realized benefits of investment projects with previously raised funds” for the comparison table of realized benefits of investment projects with previously raised funds. The calculation caliber and method of realized benefits in the comparison table are consistent with those of promised benefits.
(II) description of the situation that the benefits of the investment project with the previously raised funds cannot be calculated separately
There is no case that the benefits of the investment project with the previously raised funds cannot be calculated separately.
(III) description of the situation that the cumulative realized income of the investment project invested by the previously raised funds is less than 20% (including 20%) of the commitment
According to the disclosure of the 2017 non-public Development Bank A-share stock plan (Revised Version), “The construction period of the project is about 18 months, and the time from putting into operation to reaching production is 3 years. Among them, the production line with an annual output of 200000 high-power density drive motors is expected to reach 50% of the design capacity load in the first year, 80% in the second year and 100% in the third year after it is completed and put into operation; the production line with an annual output of 150000 electric drive integrated systems is expected to reach 50% of the design capacity load in the first year after it is completed and put into operation 20%, 66.7% in the second year and 100% in the third year. After the project is fully completed, the predicted benefits are as follows: the operating income is 826 million yuan, the net profit is 86.4596 million yuan, the investment payback period (after tax and including construction period) is 5.20 years, and the internal rate of return (after tax) is 23.06% “.
As of September 30, 2021, the project has achieved a total benefit of 2.7567 million yuan, which is more than 20% lower than the promised cumulative benefit. The main reasons are: (1) the project is still under implementation, and some projects will not achieve mass production in 2021 due to the adjustment of technical parameters of customers’ products; (2) The amount of raised funds originally planned to be invested in the raised investment project was 410.9 million yuan, and the actual net amount of raised funds was 135.5472 million yuan. The actual net amount of raised funds was less than the amount of raised funds originally planned to be invested in the raised investment project. The company correspondingly reduced the project investment scale, resulting in the project not reaching the expected benefits; The difference of investment scale is self raised by the company, resulting in the delay of project progress; (3) The funds raised are later than expected, and the project construction is postponed accordingly; (4) Affected by the industry subsidy landslide policy and covid-19 pneumonia epidemic, the progress of downstream customer projects slowed down, significantly lower than expected; (5) The project has high technology leadership, and it is difficult to put the equipment into development and has a long cycle.
9、 If the shares were subscribed with assets in the previously raised funds, the operation of the assets
The company did not subscribe for shares with assets in the previous fund-raising.
10、 There is no difference between the actual use of the previously raised funds and the relevant contents of the periodic report and other information disclosure compared with the actual use of the company’s previously raised funds and the relevant contents of the periodic report and other information disclosure.
Appendix: 1. Comparison table of the use of funds raised in the previous time
2. Realization of the investment project of the previously raised funds
