Zhongtai Securities Co.Ltd(600918)
About Shandong Link Science And Technology Co.Ltd(001207) using raised funds
Provide verification opinions on the implementation of raised investment projects with loans to holding subsidiaries
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” or “sponsor”) is the sponsor of Shandong Lianke Technology Co., Ltd. (hereinafter referred to as ” Shandong Link Science And Technology Co.Ltd(001207) ” or “company”) for initial public offering and listing on the main board of Shenzhen Stock Exchange, In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the raising and use of funds by listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, the company has carefully verified the use of raised funds to provide loans to holding subsidiaries for the implementation of raised investment projects. The details are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Shandong Link Science And Technology Co.Ltd(001207) initial public offering of shares (zjxk [2021] No. 1813) of China Securities Regulatory Commission, Shandong Link Science And Technology Co.Ltd(001207) initial public offering of RMB common shares (A shares) is 45.5 million shares, with a par value of 1.00 yuan per share, an issue price of 14.27 yuan per share, and a total amount of raised funds of 649285000.00 yuan, After deducting the relevant issuance expenses, the net amount of funds actually raised is RMB 596312839.61. The raised funds have been transferred to the designated account of the company on June 16, 2021. The availability of the above raised funds has been verified by YONGTUO Certified Public Accountants (special general partnership) and issued the capital verification report (Yong Zheng Yan Zi (2021) No. 210018).
The company has stored the raised funds in a special account and signed the tripartite supervision agreement on raised funds with the sponsor and the bank storing the raised funds.
2、 Use of raised funds to provide loans to holding subsidiaries
The investment direction of the funds raised from this public offering is determined by the second extraordinary general meeting of shareholders in 2020 and the fifth extraordinary general meeting of shareholders in 2020, and the board of directors is responsible for the implementation. The net amount of the actually raised funds after deducting the issuance expenses is used for projects related to the company’s main business. The funds raised in this issuance are planned to be invested in the following projects: unit: 10000 yuan
No. project name total investment proposed to be invested in the implementation subject of raised funds
1.1 million T / a highly dispersed silica and 30000.00 27155.20 Unocal cardick
30000 T / a silicic acid project
2. Construction project of R & D and testing center 8297.49
3. Repayment of bank loan project 12000.00 12000.00 Shandong Link Science And Technology Co.Ltd(001207) , Unocal new materials, Unocal caldeco
4. Supplementary working capital project 12600.00 12178.59 Shandong Link Science And Technology Co.Ltd(001207)
Total 62897.49 59631.28
The implementation subject of the “R & D and testing center construction project” is the holding subsidiary of the company, Lianke kaldik. The company plans to provide the holding subsidiary Lianke kaldik with a loan with a term of no more than 24 months from the date of actual loan with the raised fund of 82.9749 million yuan. The loan interest shall be calculated from the date of actual loan issuance and paid on the 21st of each month. The loan interest rate is based on the one-year LPR interest rate published by the people’s Bank of China last month on the actual issuance date of the loan.
3、 This time, we provide the basic information of the borrower, Unocal Dick
Unocal caldick is mainly engaged in the research, development and production of silica. The basic information is as follows:
Company name: Shandong Lianke kaldik silica Co., Ltd
Unified credit code 91370700792480339f
Legal representative: Wu Xiaolin
Date of establishment: September 11, 2006
Registered capital: USD 31 million
Paid in capital: USD 31 million
Registered address and main business address: No. 558, Yudong Road, Dongcheng Street, Linqu County, Weifang City, Shandong Province (domicile), No. 4688, Donghong Road (place of operation)
The main business is mainly engaged in the R & D, production and sales of silica and sodium silicate; It is the same as the company’s main business. Relationship between the issuer’s main business
Production and sales of precipitated hydrated highly dispersed silica, industrial sodium silicate, feed additives and highly dispersed silica functional materials; Production and sales of industrial sodium sulfate; Import and export of goods. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the validity period shall be subject to the license)
Name of shareholder contribution amount (USD 10000) contribution proportion
Composition of shareholders Shandong Link Science And Technology Co.Ltd(001207) 3006.25 96.98% Netherlands caldek 93.75 3.02%
Total 3100.00 100.00%
The main financial data of Unocal kaldik in the latest year are as follows:
Unit: 10000 yuan
Project 2021 / 6 / 30 (January June 2021) 2020 / 12 / 31 (2020)
Total assets 35585.82 33076.51
Total liabilities 16243.38 14972.85
Net assets 19342.44 18103.66
Operating income 12826.48 14631.83
Total profit 1459.02 3172.55
Net profit 1238.78 2761.85
Note: for the above financial data, the data on December 31, 2020 was audited by YONGTUO Certified Public Accountants (special general partnership), and the data on June 30, 2021 was not audited.
4、 Impact on the daily operation of the company
The use of the raised funds to provide loans to the holding subsidiary Lianke caldick is based on the “research and development” of the raised investment project
The need of “development and testing center construction project” is conducive to ensure the smooth implementation of the raised investment project, help the raised investment project reach the planned use state on time, create benefits for the company and shareholders, and will not have an adverse impact on the normal production and operation of the company.
The interest rate of the loan from the company is the one-year LPR interest rate published by the people’s Bank of China last month on the actual issuance date of the loan. The company pays the corresponding loan interest to the company, and other minority shareholders of the company indirectly bear the interest expenses of the corresponding loan based on their shareholding ratio, The company’s borrowing from Unocal caldek will not cause the implementation subject of the raised investment project to occupy the funds of the listed company free of charge or at an obviously low cost, and there is no infringement on the interests of the listed company.
5、 Management of raised funds after the loan
According to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies
According to the relevant provisions of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, in order to ensure the standardized management and use of the raised funds and implement effective supervision on the use of the raised funds, the raised funds invested in the way of providing loans to the holding subsidiary Unocal caldick will be deposited in the special account for the raised funds, Unocal caldick has signed the tripartite supervision agreement on raised funds with the sponsor and the deposit bank in accordance with the regulations to ensure the effective implementation of the supervision of raised funds, and timely fulfill the obligation of information disclosure in strict accordance with the requirements of relevant laws, regulations and normative documents.
6、 Review procedures and relevant opinions for implementation
(I) opinions of the board of directors
On February 17, 2022, the sixth meeting of the second board of directors of the company considered and approved the proposal on using part of the raised funds to borrow from the holding subsidiary to implement the raised investment project. The board of directors agreed to use the raised funds to provide loans to the holding subsidiary Unocal caldick for the implementation of the raised investment project, with a total amount of 82.9749 million yuan. The loan interest shall be calculated from the date of actual loan issuance and paid on the 21st of each month. The loan interest rate is based on the one-year LPR interest rate published by the people’s Bank of China last month on the actual issuance date of the loan. (II) opinions of the board of supervisors
On February 17, 2022, the fifth meeting of the second session of the board of supervisors of the company deliberated and approved the proposal on using part of the raised funds to borrow from the holding subsidiary to implement the raised investment project. The board of supervisors held that the use of the raised funds to borrow from the holding subsidiary Unocal caldick is conducive to the development and smooth implementation of the raised investment project, which is in line with the long-term planning and development needs of the company. The use of the above raised funds has not changed the purpose of the raised funds, and there is no damage to the interests of shareholders. The deliberation procedures of this matter comply with the provisions of relevant laws and regulations and the articles of association, and the interests of all shareholders and the company. Therefore, the board of supervisors agreed to use the raised funds to provide loans to the holding subsidiaries. (III) opinions of independent directors
The company’s use of the raised funds to provide loans to the holding subsidiary Lianke kaldik is conducive to the smooth implementation of the raised investment project and the planned use of the raised investment project on time. The loan will not change the purpose of the raised funds and will not affect the investment plan of the raised funds; The review procedures for the use of the above raised funds comply with the provisions of relevant laws and regulations and the articles of association, and there is no harm to the interests of shareholders. Therefore, the independent directors of the company agreed to use the raised funds to provide loans to the holding subsidiaries.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of the raised funds to provide loans to the holding subsidiary Lianke kaldik for the “construction project of R & D and testing center” has been deliberated and approved at the sixth meeting of the second board of directors and the fifth meeting of the second board of supervisors. The independent directors of the company have expressed their consent and fulfilled the necessary internal decision-making procedures, It complies with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and there is no situation of changing the purpose of raised funds in a disguised manner and damaging the interests of the company and shareholders. The recommendation institution has no objection to the company’s use of the raised funds to provide loans to its holding subsidiaries.
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(there is no text on this page, which is the signature page of Zhongtai Securities Co.Ltd(600918) verification opinions on Shandong Link Science And Technology Co.Ltd(001207) using raised funds to provide loans to holding subsidiaries to implement raised investment projects) sponsor representative:
Chen Fenghua, Yan Peng
Date: 6008 {
