Securities code: 002798 securities abbreviation: D&O Home Collection Co.Ltd(002798) Announcement No.: 2021-109 bond Code: 127047 bond abbreviation: Diou convertible bond
D&O Home Collection Co.Ltd(002798)
Announcement on using raised funds to replace self raised funds and paid issuance expenses of projects invested in raised funds in advance
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
D&O Home Collection Co.Ltd(002798) (hereinafter referred to as “the company”) held the 28th meeting of the 4th board of directors and the 28th meeting of the 4th board of supervisors on December 13, 2021, and deliberated and adopted the proposal on using raised funds to replace self raised funds and paid issuance expenses of raised investment projects in advance , it is agreed to use the raised funds of convertible bonds to replace the self raised funds of 380876584.38 yuan invested in the raised investment project in advance and the paid issuance expenses excluding tax of 1774050.95 yuan. The specific contents are as follows: I. Basic information of the raised funds
According to the reply on approving D&O Home Collection Co.Ltd(002798) public issuance of convertible corporate bonds issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (CSRC license [2021] No. 513), approved the company to issue convertible corporate bonds with a total face value of 1.5 billion yuan to the public, with a term of 6 years. The convertible corporate bonds actually issued in this public offering are 15000000.00, each with a face value of RMB 100.00, and the total amount of funds raised is RMB 150000000.00. After deducting the issuance expenses excluding tax of RMB 17774050.95, the net amount of funds raised is RMB 1482225949.05. The above raised funds were received on October 29, 2021, verified by Sichuan Branch of Lixin Certified Public Accountants (special general partnership), and the capital verification report (Xin Kuai Shi Bao Zi [2021] zd10272) was issued on October 30, 2021.
In order to standardize the management and use of the company’s raised funds and protect the rights and interests of investors, the company has established relevant special accounts for raised funds. All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors. The company has signed a tripartite supervision agreement with Huaxi Securities Co.Ltd(002926) and China Minsheng Banking Corp.Ltd(600016) Guangzhou Branch for the storage of raised funds.
2、 Investment projects with raised funds
The total amount of funds raised by the convertible bonds issued this time is 150 million yuan, and the net amount of funds raised is 1482.2259 million yuan, which is less than the amount to be invested in the project invested by the raised funds. The board of directors of the company adjusted the investment sequence and amount of the raised funds appropriately according to the actual needs of the project without changing the investment project invested by the raised funds, The investment of raised funds after adjustment is as follows:
Unit: 10000 yuan
No. project name total investment amount of the project the amount to be invested in the raised funds is to be adjusted according to the net investment amount of the raised funds
Osheno Group 8, with an annual output of 5000
10000 square meters high-end wall and floor tile zhi163939.5072000.0071146.90 energy production line (energy saving and reduction)
1. Drainage (water saving) project
Including: 83851.82 in phase I of the project–
Phase II of the project 80087.6772000.0071146.90
The two groups have an annual output of 13 million m2
2-end ceramic floor tile intelligent chemical production line 36609.233600.0035573.50 project
3. Supplementary working capital 42000.0042000.0041502.19
Total 242548.72150000.00148222.59
3、 Advance investment of self raised funds into raised investment projects and payment of issuance expenses
(i) Advance investment of raised investment projects with self raised funds
According to the prospectus for D&O Home Collection Co.Ltd(002798) public offering of convertible corporate bonds, before the funds raised in this offering are in place, the company can invest in advance with its own or self raised funds according to the actual progress of the investment project with the raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
As of December 13, 2021, the actual investment amount of the company’s self raised funds in advance into the raised funds investment projects is RMB 380876584.38, as follows:
Unit: 10000 yuan
Project name project total investment raised capital commitment is adjusted from December 13 according to the net investment amount of the proposed amount of raised capital as of 2021
Amount invested after financing
Input amount
Oushennuo Group 8
Annual output of 50 million
Square high-end wall
Intelligent floor tile 163939.5072000.0071146.9034405.4434405.44 production line (energy saving)
Emission reduction and water saving) 1 project
Including: 83851.82 — phase I of the project
Project 80087.6772000.0071146.9034405.4434405.44 phase II
Annual output of two groups
13 million M2 high
2-end ceramic floor tile 36609.2336000.0035573.503682.223682.22 intelligent production
Line item
3. Supplementary working capital 42000.0042000.0041502.19 — fund
Total 242548.73150000.00148222.5938087.6638087.66
Note: the proposed replacement amount is the amount of raised investment projects invested by the company in advance from August 15, 2020 to December 13, 2021.
（2） Advance payment of issuance expenses with self raised funds
As of December 13, 2021, the issuance fee excluding tax paid in advance by the company with its own funds is 1774050.95 yuan, and the amount to be replaced this time is 1774050.95 yuan.
Lixin Certified Public Accountants (special general partnership) reviewed the actual investment of self raised funds in advance and the paid issuance expenses of the company’s investment projects with raised funds, and issued the assurance report on D&O Home Collection Co.Ltd(002798) pre investment of self raised funds in investment projects with raised funds (xinkuaishbao Zi [2021] No. zd10276), the company’s self raised funds invested in the raised investment project and paid issuance expenses in advance, totaling 382650635.33 yuan. The time of replacement of raised funds is less than 6 months from the time of receipt of raised funds. The replacement of the raised funds complies with the provisions of laws and regulations and the relevant arrangements of the issuance application documents, does not affect the normal progress of the investment plan of the raised funds, nor does it change the purpose of the raised funds in a disguised manner.
4、 Review procedures and relevant opinions on the replacement of raised funds
(i) Deliberations of the board meeting
The company held the 28th meeting of the 4th board of directors on December 13, 2021, deliberated and adopted the proposal on using raised funds to replace self raised funds and paid issuance expenses of raised investment projects invested in advance. It is agreed that the company will use the raised funds to replace the self raised funds of 380876584.38 yuan and the paid issuance expenses of 1774050.95 yuan invested in the raised projects in advance.
（2） Deliberation at the meeting of the board of supervisors
The company held the 28th meeting of the 4th board of supervisors on December 13, 2021, deliberated and adopted the proposal on using raised funds to replace self raised funds and paid issuance expenses of raised investment projects invested in advance. After verification, the board of supervisors believes that the company’s replacement of self raised funds invested in advance and paid issuance expenses complies with relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, does not affect the normal implementation of raised investment projects, and does not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders, especially small and medium-sized shareholders. Therefore, it is agreed that the company will use the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance. （3） Opinions of independent directors
After verification, the independent directors believe that the company’s use of the raised funds to replace the self raised funds and paid issuance expenses that have been invested in the raised investment projects in advance, the approval procedures are legal and compliant, does not affect the normal implementation of the raised investment projects, nor does it change the investment direction of the raised funds in a disguised manner and damage the interests of the company and shareholders, especially the interests of minority shareholders. Lixin Certified Public Accountants (special general partnership) conducted a special audit on the company’s pre investment in raised investment projects with self raised funds and issued an assurance report. The replacement time of raised funds was less than six months from the arrival time of raised funds, which met the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies Guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions. Therefore, we unanimously agree that the company will use the raised funds to replace the self raised funds and paid issuance expenses invested in the raised investment projects in advance.
（4） Verification opinions of the recommendation institution
The sponsor believes that the company’s use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and the payment of issuance expenses have been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued clear consent opinions, Lixin Certified Public Accountants (special general partnership) has issued a special assurance report, performed necessary legal procedures, and the replacement time is less than 6 months from the arrival time of the raised funds, which is in line with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and Regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other relevant provisions. The company’s use of the raised funds to replace the self raised funds invested in advance does not conflict with the implementation plan of the raised funds investment project, does not affect the normal progress of the raised funds investment project, nor does it change or disguise the investment direction of the raised funds and damage the interests of the company’s shareholders. The recommendation institution has no objection to the company’s use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and to pay the issuance expenses.
（5） Assurance opinion of accounting firm
The accounting firm believes that the special instructions prepared by the management of D&O Home Collection Co.Ltd(002798) comply with the 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 and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), and truthfully reflect D&O Home Collection Co.Ltd(002798) in all major aspects Actual situation of projects invested with raised funds in advance with self raised funds as of December 13, 2021.
5、 Documents for future reference
1. Resolutions of the 28th meeting of the 4th board of directors;
2. Resolutions of the 28th meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on relevant proposals of the 28th meeting of the Fourth Board of directors;
4. Verification opinions of Huaxi Securities Co.Ltd(002926) on D&O Home Collection Co.Ltd(002798) using raised funds to replace self raised funds and paid issuance expenses of raised investment projects invested in advance issued by Huaxi Securities Co.Ltd(002926) ;
5. About D&O Home Collection Co.Ltd(002798) issued by Lixin Certified Public Accountants
