Northeast Securities Co.Ltd(000686)
About Fujian Snowman Co.Ltd(002639)
Verification opinions on temporarily replenishing working capital with idle raised funds
Northeast Securities Co.Ltd(000686) (hereinafter referred to as " Northeast Securities Co.Ltd(000686) " or "recommendation institution") as the recommendation institution for the continuous supervision of Fujian Snowman Co.Ltd(002639) (hereinafter referred to as " Fujian Snowman Co.Ltd(002639) " or "company") non-public offering in 2021, according to the administrative measures for securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) 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 temporary replenishment of working capital by Fujian Snowman Co.Ltd(002639) using idle raised funds. The specific verification is as follows:
1、 Basic information of raised funds
According to the reply on approving Fujian Snowman Co.Ltd(002639) non-public offering of shares issued by China Securities Regulatory Commission (zjxk [2021] No. 3202), the company's non-public offering of RMB common shares does not exceed 202221830 shares, and the total amount of raised funds does not exceed RMB 670 million, deducting the expenses related to the issuance (tax excluded) RMB 6842798.62, and the actual net amount of raised funds is RMB 663157196.18. Dahua Certified Public Accountants (special general partnership) has verified the availability of the above raised funds and issued the capital verification report (Da Hua Yan Zi [2021] No. 000840). The company has carried out special account storage management of the raised funds in accordance with the regulations, and signed relevant regulatory agreements with the deposit banks and sponsors of the raised funds.
The investment projects of the raised funds are as follows:
No. amount of raised funds to be invested in the investment project of raised funds (yuan)
1 hydrogen fuel cell system production base construction project 450000000.00
2. Construction project of hydrogen energy technology R & D center 100000000.00
3. Supplementary working capital 113157196.18
Total 663157196.18
2、 Use of raised funds
In order to standardize the management and use of the company's raised funds and protect the interests of investors, in accordance with the requirements of laws, regulations and normative documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and in combination with the actual situation of the company, The company has formulated the measures for the management and use of raised funds (hereinafter referred to as the "raised funds management system").
According to the management system of raised funds, the company and Fujian Snowman Hydrogen Energy Technology Co., Ltd., the implementation subject of the hydrogen fuel cell system production base construction project, store the raised funds in a special account, set up a special account for raised funds in the bank, and cooperate with China Citic Bank Corporation Limited(601998) Fuzhou branch, China Everbright Bank Company Limited Co.Ltd(601818) Fuzhou branch Industrial Bank Co.Ltd(601166) Changle sub branch signed the tripartite supervision agreement on raised funds and the quadripartite supervision agreement on raised funds, clarifying the rights and obligations of all parties. As of December 20, 2021, the balance of the company's fund-raising account was 585283013.67 yuan (including the issuance cost to be replaced of 2125817.49 yuan).
3、 The plan of using idle raised funds to temporarily supplement working capital
Since the company's hydrogen fuel cell system production base construction project and hydrogen energy technology R & D center construction project are in the early stage of construction, the construction of the project invested by the raised funds needs a certain period. According to the use plan of the company's raised funds, the raised funds that have not been put into use are temporarily idle.
On the premise of ensuring the capital demand of the investment projects with raised funds, the company will temporarily supplement the working capital with idle raised funds of no more than 250 million yuan in accordance with the stock listing rules of Shenzhen Stock Exchange, guidelines for standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws and regulations, normative documents and the company's management system, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company. If the construction progress of the project invested by the raised funds is accelerated, the company will return the part of the raised funds temporarily used to supplement the working capital in time to ensure the normal progress of the project invested by the raised funds. After the idle raised funds are used to supplement the working capital, the company will return them to the special account for raised funds in time, which will not affect the normal progress of the investment projects with raised funds. The specific conditions are as follows:
(i) The purpose of using idle raised funds to supplement working capital this time
The use of idle raised funds to temporarily supplement working capital is based on the effective utilization of funds in the initial stage of construction of the company's raised funds investment project, there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders, and does not affect the normal progress of the raised funds investment project. The temporary replenishment of working capital with idle raised funds of no more than 250 million yuan is conducive to improving the fund use efficiency of the company. It is expected to reduce the financial expenses by 12.5 million yuan (calculated according to the average annual loan interest rate of the company and the replenishment time of 12 months), which can effectively improve the operating efficiency.
（2） Relevant instructions for temporarily replenishing working capital with idle raised funds this time
The company promises that the use of idle raised funds to temporarily supplement working capital will not change the purpose of raised funds or affect the normal progress of the investment plan of raised funds; Before the due date of this temporary replenishment of working capital, the company shall return this part of the capital to the special account for raised capital, and make an announcement within two trading days after the return of all the capital; The temporary replenishment of working capital with idle raised funds will be limited to the production and operation related to the main business. The idle raised funds will not be used directly or indirectly for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc.
4、 Review and decision-making procedures
The company held the 34th meeting of the 4th board of directors and the 28th meeting of the 4th board of supervisors on December 21, 2021. The meeting deliberated and adopted the proposal on using idle raised funds to temporarily supplement working capital, The company plans to use idle raised funds (including accumulated interest income) of no more than 250 million yuan to temporarily supplement working capital. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company, and will be returned to the special account for raised funds at the expiration. The independent directors and the board of supervisors of the company have expressed their explicit consent.
5、 Opinions of independent directors
The independent directors believe that on the premise of ensuring the capital demand for the construction of the raised funds and the normal use plan of the raised funds, the company can use the idle raised funds to supplement the working capital temporarily, which can effectively improve the use efficiency of the raised funds and reduce the financial expenses of the company. There is no change or disguised change in the purpose of the raised funds and damage to the interests of the shareholders of the company. The company has fulfilled the necessary decision-making procedures on the use of temporarily idle raised funds to supplement working capital, which is in line with the provisions of relevant laws, regulations and normative documents. Therefore, we agree that the company shall use idle raised funds with a maximum amount of no more than RMB 250 million to supplement working capital, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company.
6、 Opinions of the board of supervisors
The board of supervisors believes that the company has fulfilled the necessary decision-making procedures for temporarily replenishing working capital with idle raised funds, complied with the provisions of relevant laws, regulations and normative documents, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders.
7、 Verification opinions of the recommendation institution
After reviewing the information and deliberation results of the board of directors, the information and deliberation results of the board of supervisors and the opinions of independent directors, the sponsor believes that the company's plan to use idle raised funds to temporarily supplement working capital has been deliberated by the board of directors and the board of supervisors, and the independent directors have expressed their independent opinions with explicit consent, It has fulfilled the obligation of information disclosure and necessary legal procedures, and complies with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies. The use plan of the company's raised funds does not conflict with the implementation plan of the investment projects with raised funds, does not affect the normal implementation of the investment projects with raised funds, and does not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders.
In conclusion, the recommendation institution has no objection to the board's consideration of the use of some idle raised funds to temporarily supplement working capital.
(there is no text on this page, which is the signature page of Northeast Securities Co.Ltd(000686) verification opinions on Fujian Snowman Co.Ltd(002639) using idle raised funds to supplement working capital) signature of the sponsor representative:
Xu Dezhi
Fan Gangqiang
Northeast Securities Co.Ltd(000686) December 2021
