Securities code: 002798 securities abbreviation: D&O Home Collection Co.Ltd(002798) Announcement No.: 2021-108 bond Code: 127047 bond abbreviation: Diou convertible bond
D&O Home Collection Co.Ltd(002798)
Announcement on the use of raised funds to increase capital to subsidiaries through holding subsidiaries to implement raised investment projects
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 respectively deliberated and adopted the proposal on using the raised funds to increase capital to subsidiaries through holding subsidiaries to implement raised investment projects , in order to promote the smooth implementation of the investment project of the funds raised by convertible bonds, It is proposed to use the raised funds to invest in the project subjects Guangxi Oushennuo Ceramics Co., Ltd. (hereinafter referred to as "Guangxi Oushennuo") and Jingdezhen Oushennuo Ceramics Co., Ltd. (hereinafter referred to as "Jingdezhen Oushennuo") through the holding subsidiary Foshan Oushennuo Ceramics Co., Ltd. (hereinafter referred to as "Oushennuo") ）The capital increase is used to implement the investment project of funds raised by convertible corporate bonds. The above capital increase does not constitute related party transactions or major asset restructuring specified in the administrative measures for major asset restructuring of listed companies. The specific contents are as follows:
1、 Basic information of 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、 The company's use of raised funds to increase capital to holding subsidiaries and holding subsidiaries
In order to promote the implementation of the convertible bond raising and investment project, the company plans to use the raised funds of RMB 1067.2040 to increase the capital of the company's holding subsidiary Oushennuo, of which: the newly subscribed registered capital is RMB 70535625, and the rest is included in the capital reserve. If the capital increase of other shareholders in the same proportion is completed, the registered capital of osheno will increase from 180.9461.8 million yuan to 251.486 million yuan. The final approval result of industrial and commercial change registration shall prevail.
After the company's capital increase to osheno is completed, Oushennuo plans to use eight groups of intelligent production lines with an annual output of 50 million square meters of high-end wall and floor tiles The second phase of the (energy conservation, emission reduction and water conservation) project raised 711469000 yuan to increase the capital of Guangxi osheno. Guangxi osheno subscribed 376438624 yuan of newly increased registered capital, and the rest is included in the capital reserve. After the capital increase is completed, the registered capital of Guangxi osheno will increase from 600 million yuan to 976438624 yuan.
After the company's capital increase to Oushennuo, Oushennuo plans to use two groups of intelligent production lines with an annual output of 13 million square meters of high-end ceramic floor tiles to raise 355.735 million yuan to increase the capital of Oushennuo in Jingde town. Jingdezhen Oushennuo subscribed a new registered capital of 124382867 yuan, and the rest was included in the capital reserve. After the capital increase, the registered capital of Jingdezhen Oushennuo will increase from 227127100 yuan to 351509967 yuan. 4、 Basic information of the capital increase object
(i) Ou Shennuo
1. Address: Fanhu Industrial Zone, Leping Town, Sanshui District, Foshan City
2. Company type: other limited liability companies
3. Legal representative: Wu Zhixiong
4. Registered capital: 180946180 yuan
5. Date of establishment: February 16, 2000
6、 Business scope: production of new building materials (high-grade environmental protection decoration materials), product sales outside China; manufacturing, processing and sales of ceramic products and building materials such as bricks, tiles and stones; R & D technical services and transfer related to ceramics; R & D and provision of related services on e-commerce platform. Manufacturing, processing and sales: special ceramic products, artificial stones, sanitary ware, hardware accessories, hardware products and building sanitary ceramics Porcelain, electronic sanitary ware, faucet, shower room, shower screen, valve, shower, hose, pipe fittings, steel basin, cabinet, household appliances, plastic products; Design, construction and service of construction engineering and indoor and outdoor decoration engineering; Operate the export business of the self-produced products of the enterprise and the import business of mechanical equipment, spare parts, raw and auxiliary materials and ceramic tiles required by the enterprise, except for the commodities and technologies limited or prohibited by the state. Commodity wholesale trade (except for licensed and approved commodities); commodity retail trade (except for licensed and approved commodities). (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments).
7. The main financial data are as follows:
Financial statement data of the project in 2020 financial statement data from January to September 2021 (RMB 10000) (audited) (RMB 10000) (Unaudited)
Total assets 687300.91764017.50
Total liabilities 444678.83490422.42
Net assets 24262.08273595.08
Operating income 502240.98397883.64
Total profit 58881.6139137.30
Net profit 53428.3235856.03
Note: the above is the consolidated statement data of oushenuo.
8. Ownership structure:
Before and after capital increase
No. contribution amount contribution amount
Name of shareholder (RMB 10000)
1 D&O Home Collection Co.Ltd(002798) 18,093.5398 D&O Home Collection Co.Ltd(002798) 25,147.1023
2 Zhang Guoxing 0.9782 Zhang Guoxing 1.3595
3 min yuan 0.1000 min yuan 0.1390
Note: the final registered capital of osheno shall be subject to the approval result of industrial and commercial change registration.
9. Contribution method: raised funds.
10. Relationship: Oushennuo is the holding subsidiary of the company.
11. After inquiry, ou Shennuo does not belong to the dishonest executee.
（2） Guangxi Oushennuo
1. Address: Zone C, Zhonghe Ceramic Industrial Park, Tandong village, Tengzhou Town, Tengxian County, Wuzhou City
2. Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
3. Legal representative: Pang Shaoji
4. Registered capital: 600 million yuan
5. Date of establishment: November 13, 2017
6、 Business scope: production of new building materials (high-grade environmental protection decoration materials), product sales outside China, ceramic related R & D technical services and transfer, e-commerce platform R & D and provision of related services, manufacturing, processing and sales: ceramic products and building materials such as bricks, tiles and stones, special ceramic products, man-made stones, sanitary ware, hardware accessories, hardware products, building sanitary ceramics, electronic sanitary ware and water Faucet, shower room, shower screen, valve, shower, hose, pipe fittings, steel basin, cabinet, daily utensils, furniture supplies, plastic products (except those prohibited and restricted by the state), consulting, design and construction services for construction engineering and indoor and outdoor decoration engineering. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments).
7. The main financial data are as follows:
Financial statement data of the project in 2020 financial statement data from January to September 2021 (RMB 10000) (audited) (RMB 10000) (Unaudited)
Total assets 211638.05281601.57
Total liabilities 124749.05168649.07
Net assets 86888.9911
