Securities code: 688033 securities abbreviation: Beijing Tianyishangjia New Material Corp.Ltd(688033) Announcement No.: 2022-015 Beijing Tianyishangjia New Material Corp.Ltd(688033)
Announcement on adding implementing entities to some investment projects with raised funds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
The second meeting of the board of supervisors (hereinafter referred to as the “6833rd meeting”) of the 25th session of the board of supervisors on the implementation of the “6833rd project” was held on February 18, 2022, It is agreed that Mianyang Beijing Tianyishangjia New Material Corp.Ltd(688033) new materials Co., Ltd. (hereinafter referred to as “Mianyang Tianyi”), a wholly-owned subsidiary of the company, will be added as the implementation subject of the “carbon material product production line automation and equipment upgrading project” (hereinafter referred to as “raised investment project”).
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Beijing Beijing Tianyishangjia New Material Corp.Ltd(688033) high tech materials Co., Ltd. (zjxk [2019] No. 1211) issued by China Securities Regulatory Commission, the company is approved to publicly issue 47.88 million RMB ordinary shares to the public, raising a total of 975315600.00 yuan, After deducting the issuance expenses of 107502743.48 yuan (excluding tax), the net amount of funds actually raised is 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:
Project name project total investment plan raised capital investment amount (10000 yuan) capital amount (10000 yuan)
Project name project total investment plan raised capital investment amount (10000 yuan) capital amount (10000 yuan)
1. 600000 pieces of rail transit locomotive and vehicle brake pads and brake shoes project 26000 26000
2. 31000 demonstration production line project of brake pad R & D and intelligent manufacturing of 160km / h power centralized EMU
3 marketing and service network construction project 7560
Total 64560
On July 29, 2020, the 15th meeting of the second board of directors and the 7th Meeting of the second board of supervisors of the company
The meeting deliberated and approved the proposal on changing some investment projects with raised funds, and agreed that the company would invest the original raised funds
Project “160 km / h power centralized EMU brake pad R & D and intelligent manufacturing demonstration production line”
The “project” is changed to ” Beijing Tianyishangjia New Material Corp.Ltd(688033) intelligent transportation Digital Technology Industrial Park project”. See details in 2020
On the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosure of the notice on change of offering
Announcement on capital investment projects (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 of the company
The meeting deliberated and approved the proposal on changing the investment projects with raised funds, and agreed that the company would change the original investment projects with raised funds
The project “600000 pieces of rail transit locomotive and vehicle brake pads and brake shoes per year” is changed to “300000 pieces of rail transit vehicles per year”
“Road traffic vehicle brake pad / brake shoe, 300000 sets of automobile brake pads, 4125000 sets of automobile accessories project”. Change raising
The amount invested by the raised funds is 260 million yuan, and part of the raised funds in this change is 146.45 million yuan
For the construction of new projects, the remaining 113.55 million yuan of raised funds will continue to be deposited in the special account for raised funds to be held by the company
When the investment project plan is mature, it shall be arranged according to the requirements of relevant laws and regulations. For details, please refer to the company’s
September 8, 2021 on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosure of the
Investment Announcement No.: 202038-031.
After changing the raised investment project, the raised funds are invested in the following three projects:
Project name project total investment plan raised capital investment amount (10000 yuan) capital amount (10000 yuan)
1. The project with an annual output of 300000 rail transit vehicle brake pads / shoes, 300000 sets of automobile brake pads and 14645 4125000 sets of auto parts
2 Beijing Tianyishangjia New Material Corp.Ltd(688033) intelligent transportation Digital Technology Industrial Park 31000 31000
3 marketing and service network construction project 7560
Total 53205 53205
(II) use of over raised funds
The 32nd meeting of the second board of directors and the second supervisory meeting held by the company on October 18, 2021
The 19th meeting of the board of directors deliberated and adopted the proposal on the company’s use of over raised funds to permanently supplement working capital
The proposal and the proposal on the company’s use of some idle over raised funds to temporarily supplement working capital agree that the company will use 66 million yuan of over raised funds (accounting for 29.70% of the total over raised funds of the company) to permanently supplement working capital, and 156212900 yuan of idle over raised funds will be temporarily supplemented with 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 production 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 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) (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 Shanghai Stock Exchange’s science and innovation board and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange’s science and Innovation Board 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 adopted the proposal on the implementation subject of new raised investment projects, It is agreed that Mianyang Beijing Tianyishangjia New Material Corp.Ltd(688033) new materials Co., Ltd. (hereinafter referred to as “Mianyang Tianyi”), a wholly-owned subsidiary of the company, will be added as the implementation subject of the “carbon material product production line automation and equipment upgrading project”. The independent directors of the company have expressed their independent opinions on the matter, and the recommendation institution China Securities Co.Ltd(601066) has issued clear verification opinions on the matter. The matter does not need to be submitted to the general meeting of shareholders for deliberation.
5、 Description of special opinions
(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.
(III) verification opinions of the recommendation institution
The sponsor 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, and the independent directors have expressed their explicit 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 sponsor’s contribution to the new raised investment