China Securities Co.Ltd(601066)
About Beijing Tianyishangjia New Material Corp.Ltd(688033)
Verification opinions on increasing the implementation subject of some investment projects with raised funds
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” securities “and” sponsor “) as the sponsor of Beijing Tianyishangjia New Material Corp.Ltd(688033) (hereinafter referred to as” Beijing Tianyishangjia New Material Corp.Ltd(688033) “and” company “) initial public offering of shares, 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 management and use of funds raised by listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange, and In accordance with the self regulatory guidelines No. 1 – standardized operation of listed companies on the science and Innovation Board of Shanghai Stock Exchange and other relevant provisions, the verification opinions on the proposed addition of implementation subjects to Beijing Tianyishangjia New Material Corp.Ltd(688033) some raised capital investment projects are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of Beijing Tianyishangjia New Material Corp.Ltd(688033) initial public offering issued by China Securities Regulatory Commission (zjxk [2019] No. 1211), the company is approved to publicly issue 47.88 million RMB ordinary shares to the public, raising a total of 975315600.00 yuan, deducting the issuance fee of 107502743.48 yuan (excluding tax), The net amount of funds actually raised was 867812856.52 yuan. All the above raised funds were in place on July 18, 2019, and Zhongshen Zhonghuan Certified Public Accountants (special general partnership) verified the arrival of the raised funds in this issuance on July 18, 2019, and issued the capital verification report (Zhong Huan Yan Zi (2019) No. 010049).
2、 Basic information of investment projects with raised funds
(I) use of raised funds
The net amount of funds actually raised from the public offering of shares by the company was 867.8129 million yuan, of which the amount of over raised funds was 222.2129 million yuan.
The funds raised by the company after deducting the issuance expenses were originally planned to be invested in the following three projects:
Unit: 10000 yuan
No. project name total investment amount of the project planned investment amount of raised funds
1. 26000.00 26000.00 brake pad and brake shoe project with an annual output of 600000 rail transit rolling stock
2. Brake pad R & D and intelligent manufacturing demonstration production line project of 160km / h power centralized EMU
3 marketing and service network construction project 7560.00 7560.00
Total 64560.00
On July 29, 2020, the 15th meeting of the second board of directors and the 7th Meeting of the second board of supervisors deliberated and adopted the proposal on changing some investment projects with raised funds, It is agreed that the company will change the original raised and invested project “brake pad R & D and intelligent manufacturing demonstration production line project of 160 km / h power centralized EMU” to ” Beijing Tianyishangjia New Material Corp.Ltd(688033) intelligent transportation Digital Technology Industrial Park project”. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on July 30, 2020 Announcement on changing investment projects with raised funds disclosed (Announcement No.: 2020-032).
On September 7, 2021, the 30th meeting of the second board of directors and the 18th meeting of the second board of supervisors deliberated and adopted the proposal on changing the investment projects of raised funds, It is agreed that the company will change the original raised and invested project “annual output of 600000 rail transit locomotive and vehicle brake pads and brake shoes project” to “annual output of 300000 rail transit vehicle brake pads / brake shoes, 300000 sets of automobile brake pads and 4125000 sets of automobile accessories project”. The investment amount of the raised funds changed is 260 million yuan. Part of the raised funds changed this time is 146.45 million yuan for investment and construction of new projects, and the remaining 113.55 million yuan of raised funds will continue to be deposited in the special account of raised funds, which will be arranged in accordance with the requirements of relevant laws and regulations when the company’s investment project plan is mature. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on September 8, 2021 Announcement on changing investment projects with raised funds (Announcement No.: 2021-038).
After changing the raised investment project, the raised funds are invested in the following three projects:
Unit: 10000 yuan
No. project name total investment amount of the project planned investment amount of raised funds
1. The project with an annual output of 300000 rail transit vehicle brake pads / shoes, 300000 14645 sets of automobile brake pads and 4125000 sets of automobile accessories
Digital transportation industry park
3 marketing and service network construction project 7560
Total 53205 53205
(II) use of over raised funds
At the 32nd meeting of the second board of directors and the 19th meeting of the second board of supervisors held on October 18, 2021, the company deliberated and adopted the proposal on the company’s use of over raised funds to permanently supplement working capital and the proposal on the company’s use of some idle over raised funds to temporarily supplement working capital, It is agreed that the company will use the over raised funds of 66 million yuan (accounting for 29.70% of the total over raised funds of the company) to permanently supplement the working capital, and temporarily supplement the idle over raised funds of 156.2129 million yuan to the working capital.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on October 19, 2021 Announcement on the company’s use of over raised funds to permanently supplement working capital and temporarily supplement working capital (Announcement No.: 2021-047).
On January 7, 2022, the 37th meeting of the second board of directors and the 23rd Meeting of the second board of supervisors considered and approved the proposal on using part of the over raised funds and the remaining funds of the raised projects to invest in the construction of new projects, and agreed that the company would raise the over raised funds of 156212900 yuan After the “600000 pieces of rail transit locomotive and vehicle brake pads and brake shoes project” is changed to “300000 pieces of rail transit vehicle brake pads / brake shoes, 300000 sets of automobile brake pads and 4125000 sets of automobile accessories project” (hereinafter referred to as “Tianjin raised investment project”), the remaining raised funds are 113.55 million yuan and the fruits generated by the above raised funds are 20.0372 million yuan, A total of 290070100 yuan was invested in the construction of “carbon material product production line automation and equipment upgrading project”. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 8, 2022 Announcement on using part of the over raised funds and the remaining funds of the raised projects to invest in the construction of new projects (Announcement No.: 2022-002).
3、 Increased implementation entities of some raised investment projects this time
In order to meet the actual needs of the fund-raising investment project of “carbon material product line automation and equipment upgrading project”, improve the use efficiency of the raised funds and ensure the implementation progress of the fund-raising investment project, the company plans to add a wholly-owned subsidiary Mianyang Beijing Tianyishangjia New Material Corp.Ltd(688033) new materials Co., Ltd. (hereinafter referred to as “Mianyang Tianyi”) as the implementation subject of the project. Jiangyou Tianli Xintao carbon material technology Co., Ltd. (hereinafter referred to as “Tianli Xintao”) will jointly implement the above raised investment project with Mianyang Tianyi, and other contents of the raised investment project will not change. The company and the implementation subject of the raised investment project will transfer the raised funds required for the implementation of the raised investment project through internal exchanges, and other contents of the raised investment project will not be changed. The details of the new implementation subject are as follows:
Implementation subject of raised investment project (before change) implementation subject (after change)
Automatic production line of carbon and carbon products Tianli Xintao Mianyang Tianyi, Tianli Xintao
And equipment upgrading project
This time, the company only involves the implementation subject of the new “carbon material product production line automation and equipment upgrading project”, does not change the investment direction and project construction content of the raised funds, will not have a substantive impact on the implementation of the raised investment project, meets the business needs of the company, and does not damage the interests of shareholders.
The company will strictly abide by the relevant provisions 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 science and Innovation Board of Shanghai Stock Exchange and the guidelines for the self discipline supervision of science and innovation board listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and standardize the use of raised funds. The company, Mianyang Tianyi and Tianli Xintao will sign the supervision agreement on the special account storage of raised funds with the newly increased deposit banks and sponsors, and authorize the chairman or general manager and his authorized persons to sign relevant legal documents. The implementation subject of the new raised investment project will not have a significant adverse impact on the company.
4、 Relevant review procedures
The company held the 39th meeting of the second board of directors and the 25th meeting of the second board of supervisors on February 18, 2022, deliberated and approved the proposal on the implementation subject of new raised investment projects, and agreed to increase Mianyang Tianyi, a wholly-owned subsidiary of the company, as the implementation subject of “carbon material product line automation and equipment upgrading project”. The independent directors of the company have expressed their independent opinions on this matter, which need not be submitted to the general meeting of shareholders for deliberation.
5、 Opinions of independent directors and the board of supervisors on the change of investment projects with raised funds
(I) opinions of independent directors
The independent directors of the company believe that the company only adds the implementation subject of the raised investment project this time, does not change the investment direction of the raised funds, does not change or change the purpose of the raised funds in a disguised form, does not damage the interests of the company and shareholders, and will not have an adverse impact on the implementation of the raised investment project, which is in line with the actual situation of the company and the future development strategy, It complies 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 by listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock exchange No. 1 – standardized operation, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
Therefore, the independent directors of the company unanimously agreed on the implementation subject of the company’s new raised investment project.
(II) opinions of the board of supervisors
The board of supervisors of the company believes that the company only adds the implementation subjects of some raised investment projects this time, which will not affect the normal implementation of the raised investment projects of the company, will not have a significant adverse impact on the normal operation of the company, and there is no change or disguised change in the investment direction of the raised funds and damage the interests of the company and shareholders. The review procedures performed this time comply with the provisions of relevant laws and regulations.
Therefore, the board of supervisors of the company agreed to the implementation subject of the new raised investment project of the company.
6、 Verification opinions of the recommendation institution
China Securities Co.Ltd(601066) Securities believes that the implementation subject of the company’s new raised investment project has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed clear consent, Comply 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 management and use of raised funds by listed companies, the Listing Rules of Shanghai Stock Exchange Kechuang board and the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange Kechuang board No. 1 – standardized operation And other relevant regulations and the company’s fund-raising management system. The recommendation institution has no objection to the implementation subject of the new raised investment project.
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Sponsor representative:
Lin Yusong, Zhao Qi
China Securities Co.Ltd(601066) mm / DD / yy
