Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd
About Gripm Advanced Materials Co.Ltd(688456)
Verification opinions on using part of the raised funds to increase capital to wholly-owned subsidiaries for the implementation of raised investment projects
Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd. (hereinafter referred to as “Changjiang sponsor” or “sponsor”) is a sponsor of Gripm Advanced Materials Co.Ltd(688456) (hereinafter referred to as ” Gripm Advanced Materials Co.Ltd(688456) ” or “company”) for initial public offering and listing on the science and innovation board, According to laws and administrative regulations such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020), the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (CSRC announcement [2022] No. 15), the self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation (2022) The department rules and business rules have verified that the company uses part of the raised funds to increase capital to the wholly-owned subsidiary company for the implementation of raised investment projects. The verification is as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of Gripm Advanced Materials Co.Ltd(688456) initial public offering (zjxk [2021] No. 251) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the company is approved to publicly issue 30 million RMB common shares to the public, with a par value of RMB 1.00 per share and an issue price of RMB 10.62 per share, The total raised capital is 318.6 million yuan, after deducting the issuance expenses of 34664220.14 yuan (excluding tax), the net raised capital is 283935779.86 yuan. All the raised funds were in place on March 12, 2021. Tianzhi International Certified Public Accountants (special general partnership) verified the availability of the raised funds in this offering on March 12, 2021 and issued the capital verification report of “Tian Ye Zi [2021] No. 13158”. The company has adopted the special account storage management for the raised funds in accordance with the regulations, and signed the supervision agreement on the special account of raised funds with the recommendation institution and the bank storing the raised funds to supervise the storage and use of the raised funds.
2、 Investment projects and adjustments of the raised funds promised in the issuance application documents
As the net amount of funds raised from the initial public offering of the company is 283935800 yuan, it is lower than the projects raised and invested in the prospectus of Gripm Advanced Materials Co.Ltd(688456) initial public offering and listing on the science and innovation board
The amount of raised funds to be invested is 404.6057 million yuan. According to the actual net amount of raised funds, combined with each raised fund
The company has adjusted the amount of raised funds to be invested in some raised investment projects,
The specific adjustments are as follows:
Proposed investment before the previous adjustment total investment after the previous adjustment
No. project name amount of raised funds invested in raised funds (10000 yuan)
(10000 yuan) amount (10000 yuan)
1. Construction project of Youyan powder science and technology innovation center 10753.65 10753.65 10753.65
2. Construction project of new powder material base 10000.00 10000.00 10000.00
3 Thailand industrial base construction project 9706.92 9706.92 7639.93
4. Supplementary working capital 10000.00 10000.00-
Total 40460.57 40460.57 28393.58
Considering the amount of raised investment and the construction progress of the project, the company held the first meeting on October 28, 2021
The 9th meeting of the 1st board of directors and the 6th meeting of the 1st board of supervisors deliberated and adopted the
The proposal on the amount of raised funds to be invested in the fund-raising investment project, and the amount of raised funds for the fund-raising investment project shall be increased again
The specific allocation quota is as follows:
Raised before this adjustment and raised after this adjustment
Total investment
No. project name: proposed capital investment (10000 yuan)
(yuan)
1. Construction project of Youyan powder science and technology innovation center 10753.65 10753.65 8686.66
2. Construction project of new powder material base 10000.00 10000.00 10000.00
3 Thailand industrial base construction project 9706.92 7639.93 9706.92
4. Supplementary working capital 10000.00 —
Total 40460.57 28393.58 28393.58
3、 The basic information of using part of the raised funds to increase capital to the wholly-owned subsidiary company for the implementation of raised investment projects
condition
(I) capital increase and equity change plan
According to the actual demand of gripm advanced materials (Thailand) Co., Ltd. (hereinafter referred to as “Youyan Thailand”), the Gripm Advanced Materials Co.Ltd(688456) raised funds to increase the capital of Youyan Thailand by THB 417.75 million (RMB 81.879 million), and makin metal poweders (UK) Limited (hereinafter referred to as “UK makin company”) by THB 74249970, Hong Kong grip Investment Limited (Hong Kong Guorui powder Investment Co., Ltd., hereinafter referred to as “Hong Kong Guorui”) increased its capital by THB 30. After the capital increase, the registered capital of Youyan Thailand increased from THB 3 million to THB 495 million.
The direct or indirect shareholding ratio of the company to Youyan Thailand is 100%, and Youyan Thailand is a wholly-owned subsidiary of the company.
The specific values of capital increase and equity change are as follows:
Unit: baht
Before the change of shareholder name and after the change of capital increase
Gripm Advanced Materials Co.Ltd(688456) 2,100,000 417,750,000 419,850,000
Hong Kong Guorui 899970 30 900000
Jonathan Rhys Hood 30 – –
Makin UK – 74249970 74250000 note
Total 3000000 492000000 495000000
Note: prior to the capital increase, the registered capital of Youyan Thailand was THB 3 million. Taking October 31, 2021 as the base date, the assessed value of all shareholders’ equity in Youyan Thailand was 282481.84 yuan, and the value of three shares in Youyan Thailand held by natural person Jonathan Rhys hood (general manager of British makin company) was 2.8248 yuan. UK makin company will purchase 3 shares of research Thailand held by Jonathan Rhys hood for 2.82 yuan, corresponding to the registered capital of 30 baht. After the capital increase and acquisition, makin company in the UK holds a total of 74250000 baht shares in Thailand.
Unit: RMB
Before the change of shareholder name and after the change of capital increase
Gripm Advanced Materials Co.Ltd(688456) 411,600 81,879,000 82,290,600
Hong Kong Guorui 176394 6 176400
Jonathan Rhys Hood 6
Makin 14552994 14553000
Total 588000 96432000 97020000
The proportion of capital increase and equity change is as follows:
Before and after the change of shareholder name
Gripm Advanced Materials Co.Ltd(688456) 70% 84.82%
Hong Kong Guorui 29.999% 0.18%
Jonathan Rhys Hood 0.001% –
Makin UK – 15%
Total 100%
(II) impact of this capital increase on the company
The use of some of the raised funds to increase the capital of Youyan Thailand is based on the needs of the implementation of the company’s use plan of raised funds, which is helpful to promote the construction and development of raised investment projects and is in line with the use plan of raised funds. The use mode and purpose of the raised funds comply with the provisions of relevant laws and regulations, and can improve the use efficiency of the raised funds, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and shareholders.
(III) management of raised funds after this capital increase
In order to ensure the safe use of the raised funds, Youyan Thailand will open a special account for the storage of the raised funds and sign a supervision agreement on the raised funds with the company, the sponsor and the special account bank. After the capital increase to the wholly-owned subsidiary Youyan Thailand is in place, it will be deposited in the special account for raised funds opened by Youyan Thailand. The company and Youyan Thailand will strictly comply with the requirements of relevant laws, regulations and normative documents, 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 guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation (2022)
