China Industrial Securities Co.Ltd(601377)
About Zhejiang Yayi Metal Technology Co., Ltd
The verification opinions China Industrial Securities Co.Ltd(601377) (hereinafter referred to as " China Industrial Securities Co.Ltd(601377) " or "sponsor") on changing the implementation location and implementation mode of some raised funds investment projects are used as the sponsor of Zhejiang Yayi Metal Technology Co., Ltd. (hereinafter referred to as "Yayi technology" or "company") for the initial public offering of shares and listing on the gem, According to the measures for the administration of securities issuance and listing recommendation business The provisions of relevant laws, regulations and normative documents, such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020), the guidelines for the self-discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, Careful verification has been conducted on the implementation location and implementation mode of some raised capital investment projects changed by Yayi technology. The specific verification conditions are as follows:
1、 Basic information of raised funds and investment projects of raised funds
With the approval of registration of initial public offering of Zhejiang Yayi Metal Technology Co., Ltd. (zjxk [2021] No. 3559) issued by China Securities Regulatory Commission, Yayi Technology issued 17.5 million RMB ordinary shares (A shares) at a par value of RMB 1.00 per share and an issue price of RMB 31.18 per share, The total amount of funds raised is RMB 545650000.00. After deducting the relevant issuance expenses (excluding value-added tax), the net amount of funds actually raised by the company is RMB 493232138.12. The above raised funds have been verified by Tianjian Certified Public Accountants (special general partnership), and the capital verification report "Tianjian Yan [2021] No. 745" has been issued on December 16, 2021. The company adopts a special account for the storage and management of the raised funds, and has signed the tripartite supervision agreement on the raised funds of Zhejiang Yayi Metal Technology Co., Ltd. with the sponsor and the bank where the special account for the raised funds is located.
According to the prospectus on initial public offering and gem listing of Zhejiang Yayi Metal Technology Co., Ltd. (hereinafter referred to as the "prospectus"), the investment projects and use plans of the funds raised by public offering of shares are as follows:
Unit: 10000 yuan
The total raised funds of the project have been invested in the raised funds as of December 31, 2022
1. Annual output of 1.2 million sets of brazier series, gas furnace 25554.50 25554.50 0.00 series production line and plant construction project
2 R & D center construction project 5057.03 5057.03 0.00
3. Supplementary working capital 9638.47 9638.47 0.00
Total 40250.00 40250.00 0.00
2、 Situation and reasons for changing the implementation location and mode of some raised investment projects
(I) change of implementation location and implementation mode of some raised investment projects
After comprehensive consideration of the actual situation of the projects invested by the raised funds, in order to improve the investment efficiency of the raised funds and speed up the promotion and implementation of the projects invested by the raised funds, the company plans to change the implementation location and mode of the projects invested by the raised funds, such as the "annual output of 1.2 million sets of brazier series, gas furnace series production line and plant construction project" and "R & D center construction project". Wuyi County natural resources and Planning Bureau has decided to transfer the state-owned construction land use right of plots (I) and (II) to be transferred in baidakengkou, Jiaodao Town, Wuyi County, Jinhua City, Zhejiang Province, on the west side of jiangmadong National Highway 330. The total area of the transferred land is 88202 square meters. The land is used for industrial purposes. The company is performing the transfer procedure of obtaining the land use right of the plot, It is also proposed to change the implementation location of the raised funds investment projects "annual output of 1.2 million sets of brazier series, gas furnace series production line and plant construction project" and "R & D center construction project" to the plot, and it is expected to use the raised funds of 59 million yuan to obtain the plot. The implementation site of the "production line and plant construction project with an annual output of 1.2 million sets of brazier series and gas furnace series" was originally planned to be the industrial functional area of Jiaodao town (phase II), Wuyi County, Jinhua City, Zhejiang Province. The implementation method is the reconstruction of the old plant. Now it is planned to change the implementation site to the west of jiangmadong National Highway 330, Jiaodao Town, Wuyi County, Jinhua City, Zhejiang Province, The implementation mode is changed to build a new plant on the newly purchased land. The place and mode of implementation of the "R & D center construction project" was originally planned to be built in the leased site of Wuyi science and Technology City incubation area, No. 316, Wujiang Avenue, Baiyang street, Wuyi County, Jinhua City, Zhejiang Province. Now it is planned to change to a new plant on the newly purchased land on the west side of jiangmadong National Highway 330, Jiaodao Town, Wuyi County, Jinhua City, Zhejiang Province.
The implementation location and implementation mode of some raised investment projects are changed as follows:
1. Annual output of 1.2 million sets of brazier series, gas furnace series production line and plant construction project
Place and method of implementation before and after change
Reconstruction of the old factory building in the industrial functional zone of Jiaodao town (phase II), Wuyi County, Jinhua City, Zhejiang Province before the change
After the change, a new plant will be built on the west side of jiangmadong National Highway 330, Jiaodao Town, Wuyi County, Jinhua City, Zhejiang Province
Note: the company is performing the transfer procedure of obtaining the land use right of the plot.
2. R & D center construction project
Place and method of implementation before and after change
Venue lease of Wuyi science and Technology City incubation area, No. 316, Wujiang Avenue, Baiyang street, Wuyi County, Jinhua City, Zhejiang Province before the change
After the change, a new plant will be built on the west side of jiangmadong National Highway 330, Jiaodao Town, Wuyi County, Jinhua City, Zhejiang Province
Note: the company is performing the transfer procedure of obtaining the land use right of the plot.
The planned investment amount of the raised funds will remain unchanged after the implementation place and mode of the above-mentioned investment projects of "annual output of 1.2 million sets of brazier series, gas furnace series production line and plant construction project" and "R & D center construction project" are changed.
(II) reasons for changing the implementation location and mode of some raised investment projects
According to the original implementation plan of the raised investment project, "the construction project of production lines and plants with an annual output of 1.2 million sets of brazier series and gas furnace series" is to demolish the old plant and build a new plant on the company's original land, and the "construction project of R & D center" is to be implemented on the leased site. The above planning is mainly due to the shortage of local industrial land when planning the above raised investment project, At that time, the company was unable to obtain new suitable land and build new plants to undertake fund-raising projects. If the demolition and construction are carried out on some original plants according to the original implementation plan and the "production line and plant construction project with an annual output of 1.2 million sets of brazier series and gas furnace series" are constructed, although the negative effects on the company's normal production and operation and production capacity can be reduced by various means during the construction process, the impact can not be completely eliminated; In addition, the original planned Rental Location of the "R & D center construction project" is a certain distance from the company, and it is a rental site, which is less stable than its own site. Therefore, the company plans to acquire the plot on the west side of jiangmadong National Highway 330, Jiaodao Town, Wuyi County, Jinhua City, Zhejiang Province, and build a new plant on the plot to implement the above-mentioned raised investment project, which is conducive to ensuring the normal production and operation activities of the company, improving the overall production efficiency of the company, and accelerating the promotion and implementation of raised investment projects, Realize the economic value and investment return of the raised investment project to all shareholders of the company as soon as possible. Therefore, the company plans to change the implementation location and mode of "1.2 million sets of brazier series, gas furnace series production line and plant construction project" and "R & D center construction project".
3、 The impact of this change on the company of the implementation location and implementation mode of some raised investment projects
The company changed the implementation location and implementation method of some raised capital investment projects this time. Relevant matters are adjusted by optimizing the company's resource allocation according to the actual production, operation and management needs. This adjustment is in line with the actual situation of the company, which can speed up the implementation progress of raised capital investment projects and improve the use efficiency of raised funds, The company has not substantially changed the investment direction, basic implementation contents and economic benefits of the project invested with raised funds, and will not have an adverse impact on the project invested with raised funds, which is conducive to the long-term development of the company. The company does not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders, especially the interests of small and medium-sized shareholders. After this change, the company will build new plants on the newly purchased land to implement the above raised investment projects, which can not only ensure the implementation of the raised investment projects, but also will not affect the production and operation activities of the company's existing plants and improve the overall operation efficiency of the company.
The company will strictly abide by laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, etc The raised funds shall be used in accordance with the requirements of normative documents to ensure that the use of raised funds is legal and effective. This change in the implementation location and mode of some raised capital investment projects can not only ensure the implementation of the raised capital investment projects, but also will not affect the production and operation activities of the company's existing plants, which is conducive to the company's optimization of resource allocation and improvement of the use efficiency of raised funds, and is not expected to have a significant adverse impact on the company's production, operation and business development. 4、 Deliberations
(I) deliberations of the board of directors
On February 7, 2022, the fourth meeting of the third board of directors of the company deliberated and approved the proposal on changing the implementation location and implementation mode of some raised capital investment projects. After deliberation, the directors attending the meeting agreed that the company would change the implementation location and implementation mode of some raised capital investment projects according to the construction of raised capital investment projects and other factors. According to the relevant provisions of Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, this matter can only be implemented after being submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
(II) opinions of the board of supervisors
On February 7, 2022, the second meeting of the third board of supervisors of the company deliberated and approved the proposal on changing the implementation place and implementation method of some raised capital investment projects. The board of supervisors considered that the company's decision on changing the implementation place and implementation method of some raised capital investment projects was a prudent decision made by the company according to the actual situation of the project, It will not have an adverse impact on the implementation of the projects invested by the raised funds, comply with the provisions of relevant laws and regulations, and will not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders, and will not have a significant impact on the normal operation of the company. It is agreed that the company will change the implementation location and mode of some raised investment projects according to the construction of raised investment projects and other factors, This matter can only be implemented after being submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
(III) opinions of independent directors
The independent directors of the company reviewed the relevant proposals and expressed the following independent opinions:
In order to ensure the effective use of the raised funds and ensure the overall operation efficiency of the raised investment projects, the company changes the implementation location and implementation mode of some of the raised funds investment projects. There is no change or disguised change in the investment direction of the raised funds and other situations damaging the interests of the company and shareholders, which will not have a significant adverse impact on the normal operation of the company and comply with the development strategic planning and arrangement of the company, Conducive to the long-term development of the company.
We unanimously agree to change the implementation place and mode of some investment projects with raised funds. This matter can only be implemented after being submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: the matters related to the change of the implementation location and implementation mode of some raised investment projects of the company have been deliberated and approved by the fourth meeting of the third board of directors and the second meeting of the third board of supervisors held by the company on February 7, 2022, and the independent directors of the company have expressed their independent opinions with explicit consent and intend to submit them to the general meeting of shareholders of the company for deliberation, Necessary internal approval procedures have been performed. The change of the implementation location and implementation method of some raised investment projects of the company is based on the actual business and development needs of the company and takes full account of the strategic planning of the company's long-term development, Comply with the provisions of relevant laws, regulations and normative documents such as Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, and listed company regulatory guidelines No. 2 - regulatory requirements for the management and use of raised funds by listed companies, There is no disguised change in the investment direction of the raised funds, which will not have a significant adverse impact on the company and damage the interests of shareholders. The sponsor has no objection to the change of the implementation place and implementation method of some raised investment projects of the company, which can be implemented only after being submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
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