Huarong Securities Co., Ltd
Verification opinions on the extension of Ninestar Corporation(002180) “the first phase of the first phase of the intelligent manufacturing project of laser printer high-end equipment”
According to the Listing Rules of Shenzhen Stock Exchange The requirements of relevant laws, regulations and normative documents such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and Huarong Securities Co., Ltd. (hereinafter referred to as “Huarong securities”) “Independent financial advisor” As an independent financial consultant of Ninestar Corporation(002180) (formerly known as “Zhuhai aipaike Technology Co., Ltd.”, hereinafter referred to as ” Ninestar Corporation(002180) ” and “the company”) for issuing shares to purchase assets and raising supporting funds and related party transactions in 2015, and a continuous supervision and recommendation institution for non-public offering of shares in 2017, the sponsor of Ninestar Corporation(002180) on The first phase of “laser printer high-end equipment intelligent manufacturing phase I project” has been carefully checked. The details are as follows:
1、 Basic information of raised funds
(i) Funds raised from non-public offering of shares in 2017
Approved by the reply on approving Ninestar Corporation(002180) non-public Development Bank shares (zjxk [2017] No. 1803) of China Securities Regulatory Commission on October 11, 2017, the company was approved to Beixin Ruifeng Fund Management Co., Ltd., Zhongyi Asset Management Co., Ltd. and Shanghai Orient Securities Company Limited(600958) Asset Management Co., Ltd., ordnance Finance Co., Ltd., huitianfu Fund Management Co., Ltd Shenzhen Nanshan Hongtai equity investment fund partnership (limited partnership), Boshi Fund Management Co., Ltd. and Shanghai Licheng Asset Management Co., Ltd. privately issued 51640230 RMB common shares (A shares) at an issue price of 27.74 yuan per share.
The total amount of funds raised this time is RMB 1432499980.20, Deducting relevant issuance expenses of RMB 25247830.00 After (including VAT input tax), the net amount of funds actually raised is 1407252150.20 yuan, including 491187486.98 yuan for intelligent production transformation project, 658191232.56 yuan for American renewable consumables production base project and 257873430.66 yuan for American R & D center project. The funds raised are deposited in China Citic Bank Corporation Limited(601998) Zhuhai branch 8110901012600622031 special account.
As of December 5, 2017, all the above raised funds had been in place and verified by the capital verification report “xksbz [2017] No. zc10722” issued by Lixin Certified Public Accountants (special general partnership) on December 6, 2017.
2、 Use of raised funds
(i) Investment plan of funds raised by non-public offering of shares
According to the proposal on the company’s non-public offering of shares deliberated and adopted at the 23rd Meeting of the Fourth Board of directors held on October 11, 2015 and the proposal on the company’s non-public offering of shares deliberated and adopted at the fifth extraordinary general meeting of shareholders held on November 18, 2015 The proposal on adjusting the scheme of non-public offering of A-Shares considered and adopted at the 9th meeting of the 5th board of directors held on December 12, 2016, the proposal on adjusting the scheme of non-public offering of A-Shares considered and adopted at the 9th extraordinary general meeting of shareholders held on December 28, 2016 The proposal on adjusting the company’s 2015 non-public offering stock scheme, which was deliberated and adopted at the 15th meeting of the Fifth Board of directors held on May 11, 2017, and approved by the CSRC, the investment projects of the company’s raised funds in this non-public offering are as follows:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested in raised funds
1. Intelligent production transformation project 5346050000
2 American renewable consumables production base project 10021567000
3 American R & D center 3004226250
Total 1837143250
Note: after the raised funds are in place, the company adjusts the amount of raised funds to be used for the investment project according to the net amount of raised funds after deducting the issuance expenses from the total amount of raised funds. After adjustment, the net amount of raised funds to be used for the “intelligent production transformation project” is 491187500 yuan, The net amount of raised funds to be used for the “American renewable consumables production base project” is 658191200 yuan, and the net amount of raised funds to be used for the “American R & D center project” is 257873400 yuan.
（2） Changes in investment projects of funds raised from non-public offering of shares
On August 10, 2018 and August 28, 2018, the company held the 25th meeting of the Fifth Board of directors and the third extraordinary general meeting of shareholders in 2018 respectively, deliberated and adopted the proposal on changing some investment projects raised by non-public development banks, combined with the actual situation of the company and the strategic layout of laser printers, As well as the uncertainty caused by the Sino US trade dispute on the implementation of the original raised investment project “American renewable consumables base project”, the original raised investment project “American renewable consumables base project” is changed to “the first phase of phase I project of intelligent manufacturing of laser printer high-end equipment”, and the implementation subject is Zhuhai Ninestar Corporation(002180) Printing Technology Co., Ltd., a wholly-owned subsidiary of the company, The project plans to use the raised fund of 500 million yuan to purchase industrial land and corresponding plant infrastructure. For details, see the announcement on changing some non-public development bank stock raised capital investment projects disclosed by the company on cninfo website (www.cn. Info. Com.. CN) on August 11, 2018 (Announcement No.: 2018-067). On April 29, 2020 and May 20, 2020, the company held the seventh meeting of the sixth board of directors and the 2019 annual general meeting of shareholders respectively, deliberated and adopted the proposal on terminating some investment projects with raised funds and using the raised funds to permanently supplement working capital, due to the “American R & D center” and “American renewable consumables base project” Affected by the global epidemic and the early Sino US trade disputes and other factors, there is great uncertainty in the implementation and promotion of the project. It is agreed that the company will terminate the investment projects “American R & D center” and “American renewable consumables production base” funded by the non-public offering of shares, The total raised funds of the above two projects of 416064600 yuan will be used to permanently supplement the working capital. For details, see the announcement on terminating some investment projects with raised funds and using the raised funds for permanent replenishment of working capital (Announcement No.: 2020-042) disclosed by the company on cninfo.com.cn on April 30, 2020. III. investment of investment projects with raised funds from non-public offering of shares
As of December 20, 2021, the specific use of the funds raised by this non-public offering is as follows:
Proposed to be invested and raised as of December 2021 No. project name total investment amount as of December 20, 2021 cumulative investment amount account balance of raised amount as of December 20, 2021
1 intelligent production transformation item 53460.0049118.757052.60
order
2. American renewable consumables production 100215.0015819.12047941.94 base project
3 American R & D center 30042.0025787.340
High end installation of laser printer
4. The first phase of intelligent manufacturing phase I project 201000.0050000.0044337.046692.49
Total 384717.00140725.2151389.6454634.43
The unused balance of the raised funds in this non-public offering is RMB 477291100. On December 20, 2021, the total balance of the account in the special account for the funds raised by the company’s non-public offering of shares was 546344300 yuan, a difference of 69.0532 million yuan from the unused balance of the funds raised by the non-public offering of shares in 2017. The reason for the difference is that the net amount of income and interest income obtained from the purchase of financial products by the raised funds after deducting handling fees was 69.0532 million yuan.
4、 Causes and effects of project delay of raised funds investment
(i) Reasons for the delay of the company’s investment projects with raised funds
During the investment, construction and implementation of the company’s “first phase project of laser printer high-end equipment intelligent manufacturing phase I project”, although the company has made early construction planning, implementation progress control and other measures, and maintained close communication with relevant government departments, it still exists in the reporting process of each stage, which deviates from the expected schedule, As a result, the investment and construction of the project are delayed, so it is impossible to reach the expected usable state within the planned time. In combination with the current implementation progress, actual construction, equipment procurement and acceptance approval of the project invested with raised funds, and after careful research, in order to safeguard the interests of all shareholders and enterprises, the company has decided to adjust the scheduled usable state date of the project invested with raised funds. The details are as follows:
Project name the original planned project reaches the scheduled usable status date after adjustment the project reaches the scheduled usable status date
Laser printer high-end equipment intelligent system December 5, 2021 December 5, 2022
First phase of phase I Project
The time for the above adjusted project to reach the expected usable state is an estimate made by the company on the basis of comprehensive consideration of various factors. For example, the implementation progress and actual construction time change, and the implementation subject, investment purpose of raised funds and project implementation location of the adjusted project remain unchanged. The company will timely perform relevant procedures and make an announcement. The company will continue to do a good job in the construction and information disclosure of the investment projects with raised funds according to the requirements of the regulatory authorities, actively promote the acceptance of the investment projects with raised funds, and ensure the smooth implementation of the investment projects with raised funds.
（2） The impact of the delay of the company’s investment projects with raised funds on the company
The extension of the first phase of the company’s “laser printer high-end equipment intelligent manufacturing phase I project” is a prudent decision made according to the actual implementation of the project. The extension of the project does not change the implementation subject, investment purpose of the raised funds, project implementation location, etc., and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of other shareholders, It will not have a substantial impact on the implementation of the raised investment project, nor will it have an adverse impact on the normal operation of the company and the economic benefits of the raised investment project, which is in line with the long-term development plan of the company.
5、 Relevant review procedures and opinions
On December 23, 2021, the 26th meeting of the 6th board of directors and the 21st Meeting of the 6th board of supervisors of the company deliberated and adopted the proposal on the extension of the first phase of the first phase of the laser printer high-end equipment intelligent manufacturing project, and agreed that under the condition that the implementation subject, investment purpose and investment scale of the raised funds of the raised investment project are not changed, The first phase of “laser printer high-end equipment intelligent manufacturing phase I project” is extended for one year, and the time for the project to reach the scheduled usable state is adjusted from December 5, 2021 to December 5, 2022. The independent directors of the company expressed independent opinions on the proposal.
6、 Opinions of the sponsor
After verification, the recommendation institution believes that:
The postponement of the issuer’s “first phase project of laser printer high-end equipment intelligent manufacturing phase I project” has been approved at the 26th meeting of the sixth board of directors and the 21st Meeting of the sixth board of supervisors of the company. The independent directors also issued clear consent opinions and fulfilled the necessary approval procedures. There is no situation that damages the interests of the company and all shareholders.
In conclusion, the sponsor has no objection to the extension of the first phase of the first phase of the company’s “laser printer high-end equipment intelligent manufacturing phase I project”.
(there is no text on this page, which is the seal page of Huarong Securities Co., Ltd. on the verification opinions on the extension of Ninestar Corporation(002180) “the first phase of phase I project of intelligent manufacturing of laser printer high-end equipment”)
Sponsor representative:
Xiao Yang, Zhang Tao
