Securities code: 002601 securities abbreviation: Lb Group Co.Ltd(002601) Announcement No.: 2022-023 Lb Group Co.Ltd(002601)
Announcement on temporarily replenishing working capital by using some idle raised funds
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Lb Group Co.Ltd(002601) (hereinafter referred to as “the company”) deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital at the 32nd meeting of the seventh board of directors and the 32nd meeting of the seventh board of supervisors held on February 10, 2022. The specific contents are announced as follows:
1、 Basic information of funds raised by non-public offering of shares
Approved by the reply on Approving the non-public development of shares of longmang Bailian Group Co., Ltd. (zjxk [2020] No. 3423) of China Securities Regulatory Commission and implemented in combination with the equity distribution in the third quarter of 2020, the company issued 207589367 RMB ordinary shares in this non-public offering at an issue price of 10.91 yuan / share, The total amount of the raised funds is RMB 2349943.97 (excluding the value-added tax) after deducting the total amount of the raised funds, excluding the total amount of RMB 2342743.97. The availability of the above raised funds has been verified by Lixin Certified Public Accountants (special general partnership) and issued the capital verification report of non-public development bank stock raised funds of longmang baillian Group Co., Ltd. (Xin Kuai Shi Bao Zi [2021] No. zg10136).
The company has deposited the above raised funds in the special account for raised funds opened for this non-public offering, and signed the tripartite supervision agreement on raised funds with the sponsor Huajin Securities Co., Ltd. (hereinafter referred to as “Huajin securities”) and the commercial bank that deposited the raised funds.
2、 Basic information of the non-public fund-raising project
According to the company’s plan for non-public development of shares (Revised Version), the total amount of funds raised in this issuance shall not exceed RMB 2264.8 million. The net amount of funds raised after deducting the issuance expenses will be used to invest in the following projects:
Unit: 10000 yuan
No. total investment amount of investment projects with raised funds investment amount of raised funds
1 construction project of titanium dioxide production line with an annual output of 200000 tons by chlorination 174922.00 150000.00
2. Supplementary working capital 76480.00 76480.00
Total 251402.00 226480.00
Before the raised funds are in place, the company can invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them after the raised funds are in place. If the actual raised funds (after deducting the issuance expenses) are less than the total amount of funds to be invested, the insufficient part will be solved by the company with its own funds or through other financing methods. The board of directors of the company may, in accordance with the authorization of the general meeting of shareholders and the actual needs of the project, appropriately adjust the investment mode, sequence and amount of the raised funds of the above-mentioned projects. If the investment project of the funds raised through the issuance of shares is to be implemented through the subsidiary, it will be invested in the subsidiary in legal ways such as capital increase and loan, and the specific investment method shall be determined by the company according to the actual situation.
3、 Approval of use of raised funds
1. The 13th meeting of the 7th board of directors and the 13th meeting of the 7th board of supervisors held by the company on February 18, 2021 deliberated and adopted the proposal on using the raised funds to provide loans to holding subsidiaries to implement raised investment projects, The company agreed to use the raised funds to provide a loan of no more than 150 million yuan to the holding subsidiary Lufeng Xinli Titanium Industry Co., Ltd. (now renamed “Longbai Lufeng Titanium Industry Co., Ltd.”, hereinafter referred to as “Lufeng titanium industry”) for the construction of raised investment projects. The independent directors expressed their consent.
2. The 13th meeting of the 7th board of directors and the 13th meeting of the 7th board of supervisors held on February 18, 2021 deliberated and adopted the proposal on replacing self raised funds invested in projects raised in advance with raised funds. The company plans to use the raised funds of 167530200 yuan to replace self raised funds invested in projects raised in advance, The independent directors gave their consent.
3. At the 13th meeting of the 7th board of directors and the 13th meeting of the 7th board of supervisors held on February 18, 2021, the company deliberated and adopted the proposal on temporarily replenishing working capital with some idle raised funds. On the premise of ensuring that the normal implementation of investment projects with raised funds is not affected, The company and its holding subsidiaries intend to use idle raised funds of no more than RMB 1.2 billion (including this amount) to temporarily supplement working capital. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company. The independent directors expressed their consent. As of February 8, 2022, the company has returned all the above-mentioned 1032469800 yuan of idle raised funds used to supplement working capital to the special account for raised funds.
For details of the above, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on February 19, 2021 and February 9, 2022 respectively Relevant announcements. 4、 Use and balance of raised funds
Project amount (RMB)
The total amount of funds raised on February 9, 2021 was 2264799993.97
Less: issuance fee (note) 20000000.00
On February 9, 2021, the net amount of funds actually raised was 2244799993.97
Plus: interest income 609263.66
Less: 2244799393.97 yuan has been used in accordance with the scope of raised funds
Less: bank service charge 630.00
The balance of the special account for raised funds is 609233.66
Note: the difference of 3346782.43 yuan between the deduction of 20000000.00 yuan of issuance expenses on February 9, 2021 and the actual issuance expenses (excluding tax) of 233466782.43 yuan in the above table is due to the company’s use of its own funds to advance the issuance expenses of 3346782.43 yuan, and the issuance expenses advanced in the early stage have been returned by the raised funds account.
2. According to the scope of use of the raised funds, 150 million yuan of the raised funds shall be used for the “construction project of titanium dioxide production line with an annual output of 200000 tons of chlorination process”. The company has allocated 1500000000.00 yuan to Lufeng titanium industry, the implementation subject of the raised investment project, for the construction of the raised capital project.
As of the disclosure date of this announcement, the balance of funds raised by Lufeng titanium, a subsidiary of the company, was RMB 694793852.21. The specific usage is as follows:
Project amount (RMB)
Total amount of raised funds received: 1500000000.00
Less: 167530241.44 self raised funds invested in advance in the early stage of replacement
Less: temporary supplementary working capital 1032469758.56
Less: 639120266.76 yuan invested in projects invested with raised funds in the current period
Less: bank charges 8360.64
Plus: interest income 1452721.05
Plus: return of working capital 1032469758.56
The balance of the special account for raised funds is 694793852.21
5、 The plan of temporarily replenishing working capital with some idle raised funds this time
1. As the construction of projects invested with raised funds needs a certain period, according to the construction progress of projects invested with raised funds, some of the raised funds are idle in the short term at this stage. In order to improve the use efficiency of the raised funds, on the premise of ensuring that the normal implementation of the investment projects with the raised funds is not affected, the company and its holding subsidiaries intend to temporarily supplement the working capital with idle raised funds of no more than 600 million yuan (including this amount), and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company, The above funds shall be returned to the special storage account for raised funds in time before expiration.
2. With the continuous expansion of the company’s business scale and the increasing demand for working capital, the use of some idle raised funds to temporarily supplement working capital will help to improve the use efficiency of raised funds, reduce the company’s financial cost and improve the company’s operating efficiency. The company uses the idle raised funds of no more than 600 million yuan to temporarily supplement the working capital. It is expected that the potential interest expenditure of the company will be reduced by about 22.2 million yuan in 12 months (calculated according to the one-year lpr3.70%, which is only the calculation data and does not constitute the company’s commitment).
6、 The rationality and necessity of temporarily replenishing working capital with some idle raised funds this time
The use of some idle raised funds to temporarily supplement working capital is conducive to improving the use efficiency of raised funds, meeting the company’s working capital needs, enhancing the company’s business scale, profitability and market competitiveness, and further improving the company’s operating efficiency. There is no situation of changing the investment direction of raised funds and damaging the interests of shareholders in a disguised manner.
7、 The commitment to temporarily use some idle raised funds to supplement working capital
1. The company’s use of some idle raised funds to temporarily supplement working capital does not change the purpose of the raised funds in a disguised manner or affect the normal progress of the investment plan of the raised funds, and will not affect the normal implementation of the investment projects of the raised funds. If the progress of the investment project with raised funds is accelerated, the company will return the relevant funds to the special account for raised funds in time to ensure the normal progress of the investment project with raised funds.
2. Before the due date of temporarily replenishing working capital with some idle raised funds, the company will return the funds to the special account for raised funds in time.
3. The company will only temporarily use the idle funds raised for the production and supplementary operation of securities, and will not use the idle funds directly related to the main business of the company.
8、 Relevant review procedures and opinions
1. Deliberations of the board of directors
The 32nd meeting of the 7th board of directors of the company deliberated and approved the proposal on temporarily replenishing working capital with some idle raised funds, and agreed that the company would temporarily replenish working capital with idle raised funds of no more than 600 million yuan (including this amount).
2. Opinions of the board of supervisors
After review, the board of supervisors believes that the company uses some idle raised funds to temporarily supplement working capital, and the relevant procedures comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) of the CSRC, and do not conflict with the implementation plan of the company’s investment projects with raised funds, It does not affect the development of investment projects with raised funds, nor does it change the investment direction of raised funds in a disguised form and damage the interests of shareholders. Therefore, the board of supervisors of the company agreed to use some idle raised funds to temporarily supplement working capital.
3. Opinions of independent directors
The company uses some idle raised funds to temporarily supplement the company’s working capital, which is conducive to improving the use efficiency of raised funds and reducing the company’s financial expenses, which is in line with the interests of all shareholders of the company. The company’s use of some idle raised funds to temporarily supplement working capital meets the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the company’s management system for the use of raised funds (April 2020); It does not conflict with the implementation plan of the fund-raising project and does not affect the fund-raising
