Guosen Securities Co.Ltd(002736)
Verification opinions on Guangdong Delian Group Co.Ltd(002666) 2022 non-public offering of shares to raise funds for investment projects that do not belong to the “two high policies”
Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) ” or “sponsor”) as a sponsor to be employed by Guangdong Delian Group Co.Ltd(002666) (hereinafter referred to as ” Guangdong Delian Group Co.Ltd(002666) ” or “company”) for non-public offering of shares in 2022, In accordance with the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public development of shares by listed companies, the guiding opinions on strengthening the prevention and control of the source of ecological environment of high energy consumption and high emission construction projects, and the Guiding Catalogue for industrial structure adjustment (2019 version), and other relevant regulations, Check whether the project invested by the raised funds is not a project under the “two high policies” and express the following opinions:
1、 Provisions on the “two high policies”
On May 30, 2021, the Ministry of ecological environment issued the guidance on strengthening the prevention and control of ecological environment sources of high energy consumption and high emission construction projects (EIA [2021] No. 45). According to its provisions, the “two high” projects are temporarily counted according to six industry categories, such as coal power, petrochemical, chemical industry, iron and steel, non-ferrous metal smelting and building materials, If there are subsequent explicit provisions on the countries within the scope of “two highs”, their provisions shall prevail.
On August 5, 2021, Shanghai Municipal Bureau of ecological environment issued the notice on strengthening the prevention and control of ecological environment sources of construction projects with high energy consumption and high emission (Hu Huan Ping [2021] No. 172). According to its provisions, the “two high” industries in the city include 10 industries such as coal power, petrochemical, coal chemical industry, steel and iron, coking, cement, glass, non-ferrous metals, chemical industry and papermaking. The list of “two high” projects in the city is established and managed by the municipal development and Reform Commission and the Municipal Economic Information Commission. If the state and this Municipality have the latest requirements for “two high” industries and projects, their provisions shall prevail. 2、 Verification that the projects invested with raised funds do not belong to the “two high policy” projects
(I) the projects invested with raised funds do not belong to restricted and eliminated industries, and do not belong to backward production capacity
1. Overview of projects and products invested by raised funds
Guangdong Delian Group Co.Ltd(002666) the 8th meeting of the 5th board of directors was held on January 21, 2022, which considered and approved the company’s plan of non-public offering of A-Shares in 2022. The investment projects of raised funds include the R & D and manufacturing project of new material adhesive of Delian automobile, the expansion project of new material R & D center and supplementary working capital.
In addition to the expansion of the R & D center and the replenishment of working capital, the R & D and manufacturing project of new material adhesive of Delian automobile is a production and manufacturing construction project. The details of the project are as follows:
(1) Project Name: Delian automobile new material adhesive R & D and manufacturing project.
(2) Implementation subject: Shanghai Delian Xinyuan Auto Parts Co., Ltd.
(3) Place of implementation: Fengxian Harbor Park, Lingang, Shanghai.
(4) Main products planned: different types of adhesives are mainly used in the field of automobile manufacturing, as well as engineering machinery, rail transit, aerospace and other fields.
(5) Planned production process: fine chemical compound process. The production process only involves physical reaction, not chemical reaction.
2. The products related to the projects invested with raised funds do not belong to the restricted and eliminated projects in the Guiding Catalogue for industrial structure adjustment (2019 version)
The comparison between the main products planned in the investment project of the raised funds “Delian automobile new material adhesive R & D and manufacturing project” and the Guiding Catalogue for industrial structure adjustment (2019 version) is as follows:
Comparison of the planned main products with the Guiding Catalogue for industrial structure adjustment whether it belongs to restricted and eliminated projects (2019 version)
Different types of adhesives “modified, water-based adhesives and new or not”
“Hot melt adhesive” (including modified type, hot melt type, etc.) is an encouraged project
Therefore, the investment projects of the raised funds do not belong to the restricted and eliminated projects in the Guiding Catalogue for industrial structure adjustment (2019 Edition), which is in line with the national industrial policy; The projects invested by the raised funds do not belong to the restricted and eliminated categories in the catalogue for the guidance of Shanghai industrial structure adjustment (2020 Edition), but belong to the encouraged categories in the catalogue and layout guide for Shanghai Industrial and producer services (2014), which is in line with the local industrial policies of Shanghai.
3. The investment projects with raised funds do not involve industries in which the state has eliminated backward and excess capacity
According to the notice of the national development and Reform Commission, the Ministry of industry and information technology, the national energy administration, the Ministry of finance, the Ministry of human resources and social security and the state owned assets supervision and Administration Commission of the State Council on doing a good job in resolving overcapacity in key areas in 2018 (fgy [2018] No. 554) Notice of the national development and Reform Commission, the Ministry of industry and information technology and the National Energy Administration on doing a good job in resolving overcapacity in key areas in 2019 (fgy [2019] No. 785) The notice of the national development and Reform Commission, the Ministry of industry and information technology, the national energy administration, the Ministry of finance, the Ministry of human resources and social security and the state owned assets supervision and Administration Commission of the State Council on doing a good job in resolving overcapacity in key areas in 2020 (fggh [2020] No. 901), the notice of the State Council on Further Strengthening the elimination of backward production capacity (GF [2010] No. 7) According to normative documents such as the notice of the Ministry of industry and information technology on printing and distributing the implementation plan for the assessment of eliminating backward production capacity (MIIT Lianye [2011] No. 46) and the completion of the objectives and tasks of eliminating backward and excess production capacity in various regions in 2015 (Announcement No. 50 of the Ministry of industry and information technology and the National Energy Administration in 2016), the industries to eliminate backward and excess production capacity in China are: ironmaking Steel making, coke, ferroalloy, calcium carbide, electrolytic aluminum, copper smelting, lead smelting, cement (clinker and mill), flat glass, papermaking, tanning, printing and dyeing, lead storage battery (sector and assembly), electric power and coal.
The fund-raising investment project “Delian automobile new material adhesive R & D and manufacturing project” belongs to the fine chemical industry and does not involve the industries in which the above-mentioned countries eliminate backward and excess capacity.
(II) the project invested by the raised funds does not belong to the key industrial field of high energy consumption industry, and the project products do not belong to “high pollution and high environmental risk” products
1. The projects invested with raised funds are not projects in key industrial fields of high energy consuming industries
According to the opinions of the national development and Reform Commission and other departments on strict energy efficiency constraints and promoting energy conservation and carbon reduction in key fields (fgy [2021] No. 1464), iron and steel, electrolytic aluminum, cement, flat glass, oil refining, ethylene, synthetic ammonia, calcium carbide and other key industrial fields that need energy conservation and carbon reduction and green transformation.
According to several opinions on promoting energy conservation and carbon reduction in key fields by strict energy efficiency constraints, the key industry product names involved in the action plan for promoting energy conservation and carbon reduction by strict energy efficiency constraints in key petrochemical industries (2021-2025) are: oil refining, naphtha hydrocarbons, ethylene Synthetic ammonia (including high-quality anthracite lump coal, non high-quality anthracite lump coal, briquette, pulverized coal (including anthracite pulverized coal and bituminous coal), natural gas) and calcium carbide.
In order to guide all localities to scientifically and orderly carry out the technological transformation of energy conservation and carbon reduction in high energy consuming industries and effectively curb the blind development of “two high” projects, the national development and Reform Commission and other departments jointly issued the notice on Issuing the benchmark level and benchmark level of energy efficiency in key areas of high energy consuming industries (2021 version). The key areas of high energy consuming industries include: crude oil processing and petroleum products manufacturing Coking, coal to liquid fuel production, inorganic alkali manufacturing, inorganic salt manufacturing, organic chemical raw material manufacturing (including naphtha hydrocarbon ethylene and p-xylene), other basic chemical raw materials manufacturing (yellow phosphorus), nitrogen fertilizer manufacturing, phosphorus fertilizer manufacturing, cement manufacturing, flat glass manufacturing, building ceramic products manufacturing, sanitary ceramic products manufacturing, iron smelting, steel making, ferroalloy smelting Copper smelting, lead-zinc smelting and aluminum smelting. The main products planned for the investment project with raised funds do not belong to the key industrial fields of high energy consuming industries listed in the above notice, and comply with the national industrial policy and development plan.
2. The project products invested with raised funds do not belong to “high pollution and high environmental risk” products
In order to curb the blind development of “two high” projects, guide the green transformation of enterprises and promote the high-quality development of the industry, the Ministry of ecology and environment issued the comprehensive directory of environmental protection (2021 version), which contains 932 products with “high pollution and high environmental risk”.
After verification, the main products planned for the investment project with raised funds do not belong to “high pollution and high environmental risk” products.
3、 Approval progress and follow-up arrangements for the filing of this investment project
According to relevant national laws and regulations, the project filing, energy conservation review, environmental impact review and other relevant filing and review procedures shall be performed before the implementation of the project invested by raised funds. As of the date of issuance of this verification opinion, the project filing, energy-saving review, environmental assessment reply and other relevant procedures of the project invested by the raised funds, such as Delian automobile new material adhesive R & D and manufacturing project and the expansion project of new material R & D center, are being handled.
The sponsor will urge the company to actively promote the handling of project filing, energy conservation review, environmental impact review and other procedures involved in the project.
4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the products developed and manufactured by the investment project of non-public offering funds in 2022 are new material adhesives, which do not belong to the restricted and eliminated projects in the Guiding Catalogue for industrial structure adjustment (2019 version), and do not belong to the backward production capacity, It is not a project in the key industrial field of high energy consumption industry in the benchmark level and benchmark level of energy efficiency in key areas of high energy consumption industry (2021 Edition), and the products planned for this investment project are not “high pollution and high environmental risk” products in the comprehensive directory of environmental protection (2021 Edition); The project invested by the raised funds has not been completed yet. The sponsor will continue to urge the company to actively go through the procedures of project filing, energy conservation review and environmental impact review involved in the project in accordance with national laws, regulations and corresponding standards.
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Sponsor representative:
Yang Jia, Lin zhouhao
Guosen Securities Co.Ltd(002736) mm / DD / yy
