Huarong Securities Co., Ltd
Verification opinions on Ninestar Corporation(002180) settlement of some investment projects with raised funds and permanent supplement of surplus raised funds to working capital
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 issuance of shares in 2017, the “recommendation institution”) is responsible for Ninestar Corporation(002180) Some projects invested with raised funds have been closed, and the matters related to the permanent replenishment of working capital with the surplus raised funds have been verified. The details are as follows: I. Basic information of raised funds
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. II. Use of the raised funds
(i) Investment plan of raised funds
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） Cash management of idle raised funds
On January 18, 2018 and February 5, 2018, the company held the 20th meeting of the Fifth Board of directors and the first extraordinary general meeting of shareholders in 2018 respectively, deliberated and adopted the proposal on cash management using some idle raised funds from non-public development banks. In order to improve the use efficiency of raised funds, Under the condition of ensuring that the construction of the raised funds and the use of the raised funds are not affected, the company plans to use the temporarily idle raised funds of the non-public offering of shares with a maximum amount of no more than RMB 1.2 billion for cash management, and timely purchase bank financial products with high safety, good liquidity and short-term principal guaranteed. The validity period is 12 months from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2018. Within the validity period of the resolution, the above capital limit can be used on a rolling basis. For details, please refer to the announcement on using some idle raised funds from non-public development banks for cash management (Announcement No.: 2018-006) disclosed by the company on cninfo.com.cn on January 20, 2018. As of June 12, 2018, all financial products purchased by the company had expired, and the principal and income had been recovered.
On February 29, 2020 and March 18, 2020, the company held the fifth meeting of the sixth board of directors and the first extraordinary general meeting of shareholders in 2020 respectively, deliberated and adopted the proposal on using some idle raised funds for cash management, in order to improve the use efficiency of raised funds based on the principle of maximizing the interests of shareholders, Under the condition of ensuring that the construction of raised funds projects and the use of raised funds will not be affected, the company plans to use some temporarily idle raised funds with a maximum amount of no more than RMB 900 million, and timely purchase bank financial products with high security, good liquidity and short-term principal guaranteed. Among them, the idle raised funds used to purchase assets by issuing shares in 2015 will not exceed RMB 200 million, The idle funds raised from non-public offering of shares in 2017 shall not exceed RMB 700 million. For details, please refer to the announcement on using some idle raised funds for cash management (Announcement No.: 2020-006) disclosed by the company on cninfo.com.cn on March 1, 2020. Up to now, the company has not purchased financial products.
On February 9, 2021 and April 7, 2021, the company held the 15th meeting of the sixth board of directors and the second extraordinary general meeting of shareholders in 2021 respectively, deliberated and adopted the proposal on using some idle raised funds for cash management. Based on the principle of maximizing shareholders’ interests, in order to improve the use efficiency of raised funds, Under the condition of ensuring that the construction of raised funds and the use of raised funds will not be affected, the company plans to use some temporarily idle raised funds with a maximum amount of no more than RMB 400 million, and timely purchase bank financial products with high security, good liquidity and short-term principal guaranteed. Among them, the idle raised funds used to purchase assets by issuing shares in 2015 will not exceed RMB 250 million, The idle funds raised from non-public offering of shares in 2017 shall not exceed RMB 150 million. For details, please refer to the announcement on using some idle raised funds for cash management (Announcement No.: 2021-017) disclosed by the company on cninfo.com.cn on February 10, 2021. As of September 30, 2021, the financial products purchased by the company have expired, and the principal and income have been recovered.
（3） Advance investment and replacement of investment projects with raised funds
On April 27, 2018, the 22nd Meeting of the 5th board of directors held by the company deliberated and approved the proposal on replacing the early investment with the funds raised by non-public development banks. The company will raise 19.2725 million yuan to replace the self raised funds invested in the “intelligent production transformation project” in advance, The raised funds of 4.5678 million yuan will be replaced and the relevant non-public offering expenses will be paid in advance. For details, see the announcement on replacing early investment with non-public development bank stock raised funds (Announcement No.: 2018-036) disclosed by the company on cninfo.com.cn on April 24, 2018.
（4） Change of investment projects with raised funds
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 (Announcement No.: 2018-067) disclosed by the company on cninfo website (www.cn. Info. Com.. CN) on August 11, 2018.
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, Because “American R & D center” and “American renewable consumables base project” are affected by the global epidemic and early Sino US trade disputes, there is great uncertainty in the implementation and promotion of the project, the company is agreed to terminate the investment projects “American R & D center” and “American renewable consumables production base project” raised by 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 to permanently supplement working capital (Announcement No.: 2020-042) disclosed by the company on cninfo website (www.cn. Info. Com.. CN) on April 30, 2020.
On July 23, 2018, the 24th Meeting of the 5th board of directors held by the company considered and approved the proposal on using idle raised funds to temporarily supplement working capital. The company will use the idle raised funds of the raised funds investment project “American R & D center” to temporarily supplement the company’s working capital by 250 million yuan, The service life shall not exceed 12 months from the date of deliberation and approval at the 24th Meeting of the Fifth Board of directors of the company, and shall be returned to the special account for raised funds after expiration. For details, see the announcement on temporarily replenishing working capital with idle raised funds (Announcement No.: 2018-060) disclosed by the company on http://www.cn.info.com.cn on July 26, 2018. On May 16, 2019, the company returned all the raised funds used for temporarily replenishing working capital to the special account for raised funds in advance.
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 funded by non-public development banks’ shares and the proposal on using idle raised funds to temporarily supplement working capital, After the original raised investment project “American renewable consumables base project” is changed to “first phase project of laser printer high-end equipment intelligent manufacturing phase I project”, the temporarily idle raised funds of RMB 158191200 are temporarily used to supplement working capital, and the service life shall not exceed 12 months from the date of deliberation and approval at the third interim shareholders’ meeting of the company in 2018. For details, please refer to the announcement on temporarily replenishing working capital with idle raised funds (Announcement No.: 2018-068) disclosed by the company on cninfo website (www.cn. Info. Com.. CN) on August 11, 2018. On May 16, 2019, the company returned the above raised funds for temporarily replenishing working capital to the special account for raised funds in advance.
2019
