Special Report by Xiangyang Changyuan Donggu Industrial Co., Ltd. on the Deposit and Actual Use of Funds Raised in 2020


Release date:

2021-04-05

Security Code: 603950 Security Abbreviation: Changyuan Donggu Announcement No.: 2021-009

 

Xiangyang Changyuan Donggu Industrial Co., Ltd.

Special Report on the Deposit and Actual Use of Funds Raised in 2020

The Board of Directors and all directors of this company hereby certify that the contents of this announcement contain no false records, misleading statements, or material omissions, and they individually and jointly assume responsibility for the truthfulness, accuracy, and completeness of its contents.

 

I. Basic Information on Funds Raised

Pursuant to the approval in the “Notice of Approval for the Initial Public Offering of Shares by Xiangyang Changyuan Donggu Industrial Co., Ltd.” (Securities Regulatory Commission Approval [2020] No. 564) issued by the China Securities Regulatory Commission, the company publicly issued 57,880,500 Renminbi ordinary shares (A-shares), at an issue price of RMB 15.81 per share, raising total proceeds of RMB 915,090,705.00. After deducting various issuance expenses, the net proceeds actually raised amounted to RMB 883,527,029.52. Zhongshen Zhonghuan Certified Public Accountants (Special General Partnership) verified the receipt of the aforementioned funds and issued Verification Report No. “Zhonghuan Yanzi [2020] No. 170004” on May 20, 2020. The company and its relevant subsidiaries have, in accordance with regulations, implemented dedicated account storage management for the raised funds and have entered into supervisory agreements for the raised funds with the sponsor institution and the bank where the accounts are opened.

2020 During the year (hereinafter referred to as “the Reporting Period”), the Company utilized the raised funds as follows: RMB 680.0359 million was directly invested in the fund‑raising investment projects, and RMB 0.04 million was paid for bank handling fees. As of December 31, 2020, the balance of the raised funds should have been RMB 203.4907 million; however, the actual balance in the dedicated account for raised funds was RMB 206.8684 million, resulting in a discrepancy of RMB 3.3777 million. This difference arose from interest income received on bank deposits amounting to RMB 3.3777 million.

II. Management of Funds Raised

To standardize the management and use of raised funds and protect investors’ rights and interests, the company, in accordance with the requirements of relevant laws and regulations such as the “Shanghai Stock Exchange Measures for the Administration of Funds Raised by Listed Companies (Revised in 2013),” and taking into account its actual circumstances, has formulated the “Fund-Raising Management System of Xiangyang Changyuan Donggu Industrial Co., Ltd.,” which sets out clear provisions regarding the storage, approval, use, management, and supervision of raised funds. The company manages raised funds strictly in compliance with the provisions of the “Fund-Raising Management System of Xiangyang Changyuan Donggu Industrial Co., Ltd.,” and there have been no violations of relevant regulations concerning the storage, utilization, alteration, or supervision of such funds.

2020 On May 20 of the year, the Company and its relevant subsidiary, Xiangyang Changyuan Langhong Technology Co., Ltd., entered into a Tripartite Supervisory Agreement on the Dedicated Account for Raised Funds with Hubei Xiangyang Rural Commercial Bank Co., Ltd. and First Securities Underwriting & Sponsorship Co., Ltd. The aforementioned agreement does not contain any material differences from the Shanghai Stock Exchange’s “Tripartite Supervisory Agreement on the Dedicated Account for Raised Funds (Model).”

As of December 31, 2020, the status of funds raised held in dedicated accounts by the Company and its subsidiaries is as follows:

Unit: RMB yuan

Account name

Bank of Deposit

Dedicated account number

Account balance

Xiangyang Changyuan Donggu Industrial Co., Ltd.

Xiangzhou Sub-branch of Hubei Xiangyang Rural Commercial Bank

82010000003930064

206,868,380.36

 

III. Actual Use of Funds Raised This Year

(1) Use of funds for the fund-raising investment projects (hereinafter referred to as “Fund-Raising Investment Projects”).

For details of the Company’s actual use of proceeds raised during the reporting period, please refer to Schedule 1, “Schedule of Use of Proceeds.”

(II) Initial investments in fundraising projects and the status of their replacement.

To meet the company’s production and operational needs, prior to the receipt and deployment of funds raised through the initial public offering, the company advanced a total of RMB 508.0933 million from its own funds for the fundraising investment projects. Zhongshen Zhonghuan Accounting Firm (Special General Partnership) issued the “Attestation Report on Xiangyang Changyuan Donggu Industrial Co., Ltd.’s Advance Investment in Fundraising Projects with Self-Raised Funds” (Zhonghuan Special No. [2020]170046). The 14th meeting of the 3rd Board of Directors and the 11th meeting of the 3rd Supervisory Board reviewed and approved the “Proposal on Using Raised Funds to Replace Self-Raised Funds Previously Invested in Fundraising Projects,” agreeing that the company use RMB 508.0933 million of raised funds to replace the self-raised funds it had already invested in the fundraising projects.

(3) Use of idle raised funds to temporarily replenish working capital.

None

(4) Cash management of idle raised funds and details of investments in related products.

None

(5) Use of proceeds from the excess offering to permanently replenish working capital or repay bank loans.

None

(6) Use of excess proceeds for projects under construction and new projects (including asset acquisitions, etc.).

None

(7) Use of surplus raised funds.

The company is still in the process of investing the funds raised, and there are currently no surplus funds.

(8) Other matters concerning the use of funds raised.

None

IV. Use of Funds for Changes to Fund-Raising Investment Projects

During the reporting period, the company did not change the use of funds for any investment projects financed through fundraising.

V. Issues in the Use and Disclosure of Raised Funds

The company has used the raised funds in accordance with the provisions and requirements of applicable laws, regulations, and normative documents, and has promptly disclosed the use of these funds. There have been no violations in the use or management of the raised funds.

VI. Conclusive Opinion in the Attestation Report Issued by the Accounting Firm on the Company’s Annual Storage and Use of Raised Funds

Zhongshen Zhonghuan Accounting Firm (Special General Partnership) believes that the “Special Report on the Annual Storage and Use of Raised Funds” for 2020, prepared by the company’s board of directors, complies with the provisions of the Measures for the Administration of Raised Funds of Listed Companies of the Shanghai Stock Exchange (Revised in 2013) and the relevant format guidelines, and faithfully reflects the actual storage and use of raised funds by Xiangyang Changyuan Donggu Industrial Co., Ltd. in 2020.

VII. Conclusive Opinions in the Special Verification Report Issued by the Sponsor Institution Regarding the Company’s Annual Storage and Use of Raised Funds

Upon verification, the sponsor institution concludes that: during the reporting period, the company’s deposit and use of raised funds complied with the requirements of relevant regulations, including “Regulatory Guidance No. 2 for Listed Companies—Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies” (CSRC Announcement [2012] No. 44) and the “Administrative Measures for the Management of Funds Raised by Listed Companies of the Shanghai Stock Exchange (Revised in 2013)”; the raised funds were held in dedicated accounts and used for designated purposes only; there were no instances of indirectly altering the intended use of the funds or harming shareholder interests; the controlling shareholder and actual controller did not misappropriate the raised funds; and there were no unauthorized replenishments of working capital, replacements of prior investments, or changes to project implementation sites without proper deliberation and approval procedures. Furthermore, the verification confirmed that the company’s use of raised funds during the reporting period did not violate any applicable national anti‑money laundering laws or regulations.

 

This is hereby announced.

Xiangyang Changyuan Donggu Industrial Co., Ltd.

Board of Directors

2021 March 23

 

Schedule 1:

Use of Proceeds Reconciliation Table

                           Unit: Ten thousand yuan

Total Funds Raised

88,352.70

Total amount of raised funds invested this year

 68,003.59

Total amount of raised funds with changed use

 0

Total amount of raised funds already invested

68,003.59

Proportion of the total amount of raised funds whose intended use has been changed

 0

Committed Investment Projects

Changed items, including partial changes (if any)

Total Commitment for Investment of Funds Raised

Adjusted total investment amount

Commitment to invest by period end (1)

Amount invested this year

Cumulative amount invested as of the end of the period (2)

The difference between the cumulative amount invested as of the end of the period and the committed investment amount (3) = (2) - (1)

Progress of investment as of period end (%) (4) = (2)/(1)

Date the project reaches its intended usable condition

Benefits realized this year

Whether the expected benefits have been achieved

Whether there have been any significant changes to the project’s feasibility

Changyuan Langhong Yuchai National VI Cylinder Block and Cylinder Head New Construction Project

None

54,000.00

 

45,498.15

 

41,293.77

-4,204.38

90.76

2019 December of the year

-1,226.66

No

No

Changyuan Donggu Dongfeng Cummins 13L Cylinder Block and Cylinder Head New Construction Project

None

14,900.00

 

14,900.00

 

13,034.58

-1,865.42

87.48

2019 January of the year

637.23

is

No

New projects for Changyuan Donggu Yuchai connecting rods and Cummins connecting rods

None

14,100.00

 

14,100.00

 

13,675.24

-424.76

96.99

2020 December of the year

29.69

No

No

Changyuan Donggu Technology R&D Test 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 Achieving the Planned Progress (by Specific Fundraising Investment Project)

① Changyuan Langhong Yuchai National VI Cylinder Block and Cylinder Head New Construction Project: Due to the pace of transitioning from National V to National VI standards and pandemic-related factors, customer orders fell short of the plan, resulting in 2020 Annual production and sales fell short of expectations.

②Changyuan Donggu Dongfeng Cummins 13L New cylinder block and cylinder head projects: Due to the pandemic, customer product demand has been adjusted, resulting in a slower-than-planned investment pace for these projects.

③ Changyuan Donggu Yuchai connecting rod and Cummins connecting rod new construction projects: Affected by the pandemic, customer product demand has been adjusted, and the project investment progress has slowed compared to the original plan.

④ R&D and Testing Center Construction Project: Due to the pandemic, investment progress has been slower than expected.

Explanation of Significant Changes in Project Feasibility

Not applicable

Details of Upfront Investments and Replacements for Fund-Raising Investment Projects

The company used the funds raised to replace a total of RMB 508.0933 million in self-funded capital that had been previously invested in the fundraising projects.

Use of Idle Raised Funds to Temporarily Supplement Working Capital

Not applicable

Cash management of idle raised funds and details of investments in related products

Not applicable

Use of excess proceeds to permanently replenish working capital or repay bank loans

Not applicable

The amount of the raised funds remaining and the reasons for its accumulation

As of December 31, 2020, the balance in the company’s and its subsidiaries’ dedicated fundraising accounts totaled RMB 206.8684 million, with the remaining funds attributable to outstanding payments for certain equipment purchases related to the company’s fundraising investment projects.

Other Uses of Raised Funds

Not applicable

Note 1: “Total funds raised invested in the current year” includes both the “amount invested in the current year” after the funds were received and the amount actually used to replace earlier investments.

Note 2: “Commitment to invest by the end of the period” is determined based on the most recent disclosed plan for the use of proceeds.

Note 3: The scope and methodology for calculating “Benefits Realized in the Current Year” shall be consistent with those used for calculating the Promised Benefits.

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