Huaxi Securities Co.Ltd(002926)
Verification opinions on D&O Home Collection Co.Ltd(002798) using the raised funds to increase capital to the holding subsidiary through the holding subsidiary to implement the raised investment project
Huaxi Securities Co.Ltd(002926) (hereinafter referred to as the "sponsor") as the sponsor of D&O Home Collection Co.Ltd(002798) (hereinafter referred to as the " D&O Home Collection Co.Ltd(002798) " and "company") for public issuance of convertible corporate bonds, in accordance with the administrative measures for securities issuance and listing recommendation business, the rules for stock listing of Shenzhen Stock Exchange, the guidelines for standardized operation of listed companies of Shenzhen Stock Exchange and The guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and other relevant provisions have verified the use of raised funds by D&O Home Collection Co.Ltd(002798) to increase capital to subsidiaries through holding subsidiaries to implement raised investment projects. The details are as follows: I. 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 150 million yuan to the public, with a term of 6 years. 15 million convertible corporate bonds were actually issued, each with a face value of RMB 100.00, and the total amount of funds raised was RMB 150 million. After deducting the issuance expenses excluding tax of RMB 17.7741 million, the net amount of funds raised was RMB 1482225900. 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
2、 Overview of this capital increase
In order to promote the implementation of the convertible bond raised investment project, The company plans to use the raised funds of RMB 1067.2040 to invest in Foshan oushenuo Ceramics Co., Ltd. (hereinafter referred to as "oushenuo"), the holding subsidiary of the company ）For capital increase, of which: the newly subscribed registered capital is 70535625 yuan, and the rest is included in the capital reserve. If other shareholders of osheno increase their capital in the same proportion, the registered capital of osheno is expected to increase from 180946180 yuan to 251486008 yuan, and the final result shall be subject to the approval of industrial and commercial change registration.
After the company's capital increase to osheno is completed, Oushennuo plans to use the second phase of the "Oushennuo eight groups of intelligent production line with an annual output of 50 million square meters of high-end wall and floor tiles (energy conservation, emission reduction and water conservation) project" to raise 71.1469 million yuan for Guangxi Oushennuo Ceramics Co., Ltd. (hereinafter referred to as "Guangxi Oushennuo") ）Capital increase; Guangxi Oushennuo subscribed a new registered capital of 37643862400 yuan, and the rest was included in the capital reserve. After the capital increase, the registered capital of Guangxi Oushennuo will increase from 60 million yuan to 976438624 million yuan. Oushennuo plans to use the "two groups of intelligent production line projects with an annual output of 13 million square meters of high-end ceramic floor tiles" to raise 35.5735 million yuan for Jingdezhen Oushennuo Ceramics Co., Ltd. (hereinafter referred to as "Jingdezhen Oushennuo") ）Capital increase. 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.
3、 Basic information of the capital increase object
(i) Foshan Oushennuo Ceramics Co., Ltd
1. Address: Fanhu Industrial Zone, Leping Town, Sanshui District, Foshan City
2. Company type: limited liability company
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 (10000 yuan) (10000 yuan) (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. shareholder name contribution amount contribution proportion shareholder name contribution amount contribution proportion (10000 yuan) (%) (10000 yuan) (%)
1 D&O Home Collection Co.Ltd(002798) 18,093.539899. 9940% D&O Home Collection Co.Ltd(002798) 25,147.102399. 9940%
2 Zhang Guoxing 0.97820 0054% Zhang Guoxing 1.35950 0054%
3 min yuan 0.100 0006% min yuan 0.13900 0006%
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.
（2） Guangxi Oushennuo Ceramics Co., Ltd
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 (10000 yuan) (10000 yuan) (Unaudited)
Total assets 211638.05281601.57
Total liabilities 124749.05168649.07
Net assets: 86888.99112952.50
Operating income 163508.54137010.27
Total profit 31107.9014723.24
Net profit 28685.2313870.13
8. Ownership structure:
Before and after capital increase
Serial number shareholder name contribution ratio shareholder name contribution ratio stated contribution amount (10000 yuan) cases (%) stated contribution amount (10000 yuan) cases (%)
1 ou Shennuo
