Special Report on the Placement and Actual Use of Funds Raised in 2020 by Changyuan Donggu Industrial Co., Ltd. of Xiangyang
Release time:
2021-04-05
Securities Code: 603950 Securities Abbreviation: Changyuan Donggu Announcement No.: 2021-009
Xiangyang Changyuan Donggu Industrial Co., Ltd.
Special Report on the Placement and Actual Use of Funds Raised in 2020
The board of directors and all directors of this company guarantee that the content of this announcement does not contain any false records, misleading statements, or major omissions, and assume individual and joint and several liability for the authenticity, accuracy, and completeness of its content.
I. Basic Situation of Raised Funds
Approved by the China Securities Regulatory Commission's "Approval on the Approval of Xiangyang Changyuan Donggu Industrial Co., Ltd.'s Initial Public Offering of Stocks" (Securities Regulatory Commission License [2020]564), the company publicly issued RMB ordinary shares (A shares) of 57.8805 million shares, with an issuance price of RMB 15.81 per share, for a total amount of RMB 915,090,705.00. After deducting various issuance expenses, the net amount of funds actually raised was RMB 883,527,029.52. Zhongshen Zonghuan Certified Public Accountants LLP verified the above-mentioned fund arrival situation and issued the "Zonghuan Verification No. [2020]170004" verification report on May 20, 2020. The company and its related subsidiaries have managed the raised funds in special accounts in accordance with regulations and signed a fund supervision agreement with the sponsor and the bank.
2020 In 2020 (hereinafter referred to as "this reporting period"), the actual use of the company's raised funds was as follows: RMB 680.0359 million was directly invested in the fundraising projects, and RMB 0.04 million was paid in bank handling fees. As of December 31, 2020, the balance of the company's raised funds should be RMB 203.4907 million, and the actual balance of the special account for raised funds was RMB 206.8684 million, with a difference of RMB 3.3777 million. The reason for the above difference is: RMB 3.3777 million in interest income from bank deposits was received.
II. Management of Raised Funds
In order to standardize the management and use of raised funds and protect the rights and interests of investors, the company, in accordance with the requirements of the "Shanghai Stock Exchange's Management Measures for Listed Companies' Raised Funds (2013 Revision)" and other relevant laws and regulations, and in combination with the company's actual situation, formulated the "Xiangyang Changyuan Donggu Industrial Co., Ltd.'s Management System for Raised Funds", which clearly stipulates the storage, approval, use, management, and supervision of raised funds. The company strictly manages the raised funds in accordance with the provisions of the "Xiangyang Changyuan Donggu Industrial Co., Ltd.'s Management System for Raised Funds", and there are no violations of relevant regulations in terms of storage, use, changes, and supervision of raised funds.
2020 On May 20, 2020, the company and its related subsidiary, Xiangyang Changyuan Longhong Technology Co., Ltd., signed a "Three-Party Supervision Agreement for Special Account Storage of Raised Funds" with Hubei Xiangyang Rural Commercial Bank Co., Ltd. and First Capital Securities Underwriting and Sponsoring Co., Ltd. The above-mentioned agreement does not have any major differences from the Shanghai Stock Exchange's "Three-Party Supervision Agreement for Special Account Storage of Raised Funds (Template)".
As of December 31, 2020, the special account storage situation of the company and its subsidiaries' raised funds is as follows:
Unit: RMB Yuan
|
Account Name |
Bank |
Special Account Number |
Account Balance |
|
Xiangyang Changyuan Donggu Industrial Co., Ltd. |
Hubei Xiangyang Rural Commercial Bank, Xiangzhou Branch |
82010000003930064 |
206,868,380.36 |
III. Actual Use of Raised Funds This Year
(I) Fund Use of Investment Projects (hereinafter referred to as "Fundraising Projects")
The actual use of the company's raised funds during this reporting period is detailed in Appendix 1 "Comparison Table of Raised Funds Use."
(II) Advance Investment and Replacement of Fundraising Projects
To meet the company's production and operation needs, before the raised funds from the initial public offering were in place and put into use, the company invested a total of RMB 508.0933 million in the fundraising projects using self-raised funds. Zhongshen Zonghuan Certified Public Accountants LLP issued the "Verification Report on Xiangyang Changyuan Donggu Industrial Co., Ltd.'s Advance Investment in Fundraising Projects with Self-Raised Funds" (Zonghuan Special No. [2020]170046). The 14th meeting of the 3rd board of directors and the 11th meeting of the 3rd supervisory board of the company reviewed and approved the "Proposal on Using Raised Funds to Replace Self-Raised Funds Pre-invested in Fundraising Projects", agreeing that the company would use RMB 508.0933 million in raised funds to replace the self-raised funds that had been pre-invested in the fundraising projects.
(III) Temporarily Supplementing Working Capital with Idle Raised Funds
None
(IV) Cash Management of Idle Raised Funds and Investment in Related Products
None
(V) Using Oversubscribed Funds to Permanently Supplement Working Capital or Repay Bank Loans
None
(VI) Use of Oversubscribed Funds for Ongoing Projects and New Projects (Including Asset Acquisitions)
None
(VII) Use of Surplus Raised Funds
The company's raised funds are still being invested, and there are no surplus raised funds.
(VIII) Other Uses of Raised Funds
None
IV. Changes in the Use of Funds for Fundraising Projects
There were no changes in the use of funds for fundraising projects during this reporting period.
V. Problems in the Use and Disclosure of Raised Funds
The company uses raised funds in accordance with the provisions and requirements of relevant laws, regulations, and normative documents, and has timely disclosed the use of raised funds. There are no violations in the use and management of raised funds.
VI. Conclusion of the Auditor's Report on the Company's Annual Placement and Use of Raised Funds
Zhongshen Zonghuan Certified Public Accountants LLP believes that the company's board of directors' 2020 "Special Report on the Annual Placement and Use of Raised Funds" complies with the provisions of the "Shanghai Stock Exchange's Management Measures for Listed Companies' Raised Funds (2013 Revision)" and relevant format guidelines, and truthfully reflects the actual placement and use of Xiangyang Changyuan Donggu Industrial Co., Ltd.'s raised funds in 2020.
VII. Conclusion of the Sponsor's Special Check Report on the Company's Annual Placement and Use of Raised Funds
After verification, the sponsor believes that: the company's use of funds raised during this reporting period complies with the requirements of "Supervisory Guidance No. 2 on the Management and Use of Funds Raised by Listed Companies" ([2012] No. 44 Announcement of the China Securities Regulatory Commission), "Shanghai Stock Exchange's Management Measures for Funds Raised by Listed Companies (2013 Revision)", and other relevant regulations. The company has conducted special account storage and special use of raised funds, and there is no situation of disguised change of the purpose of raised funds and damage to the interests of shareholders. The raised funds have not been occupied by the controlling shareholder and the actual controller, and there is no situation of unauthorized replenishment of working capital, replacement of pre-investment, or change of implementation location without following the deliberation procedures. At the same time, after verification, the use of the company's raised funds during this reporting period does not violate relevant national anti-money laundering laws and regulations.
This announcement.
Xiangyang Changyuan Donggu Industrial Co., Ltd.
Board of Directors
2021 March 23
Appendix 1:
Statement of Use of Raised Funds
Unit: Ten Thousand Yuan
|
Total Amount of Raised Funds |
88,352.70 |
Total Amount of Raised Funds Invested This Year |
68,003.59 |
|||||||||
|
Total Amount of Raised Funds with Changed Purpose |
0 |
Total Accumulated Amount of Raised Funds Invested |
68,003.59 |
|||||||||
|
Proportion of Raised Funds with Changed Purpose |
0 |
|||||||||||
|
Committed Investment Projects |
Changed Projects, Including Partial Changes (If Any) |
Total Amount of Committed Investment of Raised Funds |
Adjusted Total Investment |
Amount Committed by the End of the Period (1) |
Amount Invested This Year |
Accumulated Amount Invested by the End of the Period (2) |
Difference Between Accumulated Amount Invested by the End of the Period and Committed Investment Amount (3)=(2)-(1) |
Investment Progress by the End of the Period (%) (4)=(2)/(1) |
Date When the Project Reaches the Expected Usable Status |
Benefits Achieved This Year |
Whether Expected Benefits Are Achieved |
Whether Significant Changes Have Occurred in Project Feasibility |
|
Changyuan Longhong Yuchai National VI Cylinder Block and Cylinder Head New Project |
None |
54,000.00 |
|
45,498.15 |
|
41,293.77 |
-4,204.38 |
90.76 |
2019 December |
-1,226.66 |
No |
No |
|
Changyuan Donggu Dongfeng Cummins 13L Cylinder Block and Cylinder Head New Project |
None |
14,900.00 |
|
14,900.00 |
|
13,034.58 |
-1,865.42 |
87.48 |
2019 January |
637.23 |
Yes |
No |
|
Changyuan Donggu Yuchai Connecting Rod and Cummins Connecting Rod New Project |
None |
14,100.00 |
|
14,100.00 |
|
13,675.24 |
-424.76 |
96.99 |
2020 December |
29.69 |
No |
No |
|
Changyuan Donggu Technical Research and Development Center Construction Project |
None |
5,352.70 |
|
5,352.70 |
|
0 |
-5,352.70 |
0.00 |
— |
— |
— |
No |
|
Total |
— |
88,352.70 |
|
79,850.85 |
|
68,003.59 |
-11,847.26 |
— |
— |
— |
— |
— |
|
Reasons for Not Reaching Planned Progress (By Specific Project) |
①Changyuan Longhong Yuchai National VI Cylinder Block and Cylinder Head New Project: Affected by the progress of National VI replacing National V, and the epidemic, customer orders were lower than planned, resulting in 2020 annual production and sales did not reach expectations. ②Changyuan Donggu Dongfeng Cummins 13L Cylinder Block and Cylinder Head New Project: Affected by the epidemic, customer product demand has been adjusted, and the project investment progress has slowed down compared to the original plan. ③Changyuan Donggu Yuchai Connecting Rod and Cummins Connecting Rod New Project: Affected by the epidemic, customer product demand has been adjusted, and the project investment progress has slowed down compared to the original plan. ④Research and Development Center Construction Project: Affected by the epidemic, the investment progress has been delayed compared to expectations. |
|||||||||||
|
Explanation of Significant Changes in Project Feasibility |
Not applicable |
|||||||||||
|
Early Investment and Replacement of Raised Funds Investment Projects |
The company used raised funds to replace a total of 50,809.33 million yuan of self-raised funds that had been invested in the project in advance. |
|||||||||||
|
Situation of Temporarily Supplementing Working Capital with Idle Raised Funds |
Not applicable |
|||||||||||
|
Situation of Cash Management and Investment in Related Products for Idle Raised Funds |
Not applicable |
|||||||||||
|
Situation of Using Excess Funds to Permanently Supplement Working Capital or Repay Bank Loans |
Not applicable |
|||||||||||
|
Amount and Reason for Surplus of Raised Funds |
As of December 31, 2020, the balance of the special account for raised funds of the company and its subsidiaries was 20,686.84 million yuan. The reason for the surplus is that some equipment purchase payments for the company's investment projects have not yet been paid. |
|||||||||||
|
Other Uses of Raised Funds |
Not applicable |
|||||||||||
Note 1: "Total Amount of Raised Funds Invested This Year" includes the "Amount Invested This Year" after the raised funds are received and the actual amount of pre-investment that has been replaced.
Note 2: "Amount Committed by the End of the Period" is determined based on the latest disclosed investment plan for raised funds.
Note 3: The calculation basis and method for "benefits achieved this year" should be consistent with the calculation basis and method for the committed benefits.
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