Dongxing Securities Corporation Limited(601198)
About Xinxiang Richful Lube Additive Co.Ltd(300910)
Verification opinions on the extension of some raised investment projects
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) ” and “sponsor”) as a sponsor of Xinxiang Richful Lube Additive Co.Ltd(300910) (hereinafter referred to as ” Xinxiang Richful Lube Additive Co.Ltd(300910) “, “company” and “issuer”) for initial public offering of shares and listing on the gem, in accordance with the measures for the Administration of securities issuance and listing sponsor business The regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other laws, administrative regulations, departmental rules and business rules have verified the postponement of some raised investment projects of Xinxiang Richful Lube Additive Co.Ltd(300910) , And issue this verification opinion. The specific verification conditions are as follows:
1、 Basic information of raised funds
Approved by the China Securities Regulatory Commission on Approving the registration of Xinxiang Richful Lube Additive Co.Ltd(300910) initial public offering (CSRC license [2020] No. 2396) agreed to register. The company publicly issued 37.5 million A-Shares to the public at an issue price of 30.26 yuan per share, raising a total of 1134.75 million yuan. After deducting the issuance expenses, the net fund raised by the company this time was 1041.8336 million yuan and the over raised fund was 701.8336 million yuan.
The raised funds have been fully paid on November 24, 2020. The above raised funds have been verified by Zhonghui Certified Public Accountants (special general partnership) (hereinafter referred to as “Zhonghui certified public accountants”) and issued the capital verification report [2020] No. 6638, and all have been deposited in the special account for the management of raised funds. The company has stored the raised funds in a special account.
2、 Use of raised funds
According to the company’s prospectus on Xinxiang Richful Lube Additive Co.Ltd(300910) initial public offering and listing on GEM, the investment projects and use plans of the funds raised by the company’s initial public offering are as follows:
Unit: 10000 yuan
No. the total investment of the project for the use of raised funds is planned to be used
Capital investment
1. The project with an annual output of 60000 tons of lubricating oil additive single agent products and 12800 tons of compound 3422434000 mixture products
On December 8, 2020, the company held the 10th meeting of the 2nd board of directors and the 5th meeting of the 2nd board of supervisors, deliberated and adopted the proposal on using raised funds to replace self raised funds and paid issuance expenses of pre invested projects, and agreed to use the raised funds to replace the pre invested self raised funds of RMB 16.0431 million, Among them, the cost of raising investment projects in advance is 11.1427 million yuan and the issue cost paid in advance is 4.904 million yuan; The proposal on using part of the over raised funds to permanently supplement the working capital was reviewed and approved, and the company was approved to use the over raised funds of 210 million yuan to permanently supplement the working capital; The proposal on using part of the over raised funds to build the lubricating oil additive research center and the technical transformation project of 15200 tons of lubricating oil additive series products was reviewed and approved, and the company was agreed to use part of the over raised funds to build the lubricating oil additive research center and the technical transformation project of 15200 tons of lubricating oil additive series products. The above matters have been deliberated and approved by the third extraordinary general meeting of shareholders in 2020 held on December 25, 2020.
The company held the 10th meeting of the second board of directors and the 5th meeting of the second board of supervisors on December 8, 2020, deliberated and adopted the proposal on capital increase to subsidiaries with raised funds, agreed to the company’s use of raised funds to increase capital to subsidiaries, and the independent directors issued their consent opinions.
In conclusion, according to the company’s prospectus and relevant contents reviewed and disclosed after listing, as of the date of issuance of this verification opinion, the basic information of the company’s investment projects with raised funds is as follows:
Unit: 10000 yuan
No. the total investment of the project for the use of raised funds is planned to be used
Capital investment
Committed investment projects
1. The project with an annual output of 60000 tons of lubricating oil additive single agent products and 12800 tons of compound 342240034000.00 mixture products
Investment direction of over raised funds
1 lubricating oil additive research center project 13500.0013000.00
2. 3500.003500.00 project for technical transformation of 15200 T / a lubricating oil additive series products
Part 3 permanent supplementary working capital of over raised funds 21000.0021000.00
Total 38000.0037500.00
As of June 30, 2021, the company has used a total of 228709700 yuan of raised funds. Details
Unit: 10000 yuan
S / n project name planned cumulative investment amount of raised funds
1. Annual output of 60000 tons of lubricating oil additive single agent products and 12800 tons of 34000.001664.49 composite agent products
2 lubricating oil additive research center project 13000.00146 fourteen
3. Technical transformation of 15200 T / a lubricating oil additive series products 3500.0060 Item 34
Part 4 permanent supplementary working capital of over raised funds 21000.0021000.00
Total 71500.0022870.97
3、 Details of the extension of some raised investment projects this time
According to the actual progress of the projects invested with raised funds at present, on the premise of no change in the implementation subject, implementation mode, investment purpose and investment scale of the projects invested with raised funds, the estimated usable state date of some projects invested with raised funds is adjusted, as follows:
Sn item name original item reached expected availability date adjusted item reached expected availability date
1 lubricating oil additive research center project December 31, 2021 December 31, 2023
2. Annual output of 15200 tons of lubricating oil additives December 31, 2021 December 31, 2022
Technical transformation project of series products
4、 Main reasons for the delay of some raised investment projects
(i) Lubricating oil additive research center project
The project of lubricating oil additive research center is determined based on the company’s development strategy, business development and industry development trend. The main implementation contents of the project include expanding the test office building, purchasing experimental equipment, establishing supporting laboratories, expert office building, etc. the project was originally planned to be completed on December 31, 2021. Affected by the company’s actual operation, market environment and other factors, the construction progress of the experimental building was delayed and the negotiation cycle for the procurement of some imported equipment was prolonged, resulting in the overall progress of the R & D center project slowing down. The company fully considers the R & D needs, project construction cycle and fund use, and plans to extend the time for the project to reach the expected usable state to December 31, 2023.
At present, the project is being promoted. In order to effectively promote the implementation of the project and strengthen the company’s R & D capacity, the company continues to purchase experimental and testing equipment according to R & D needs through measures such as transforming the existing experimental site, so as to improve R & D efficiency. In the next step, the company will further accelerate the construction progress of the experimental building, strengthen the negotiation and introduction of imported equipment, invest and implement according to the construction plan of raised investment projects, and continuously improve the company’s R & D strength.
（2） Technical transformation project of 15200t / a lubricating oil additive series products
The construction period of the project was originally planned to be 12 months, and the construction is expected to be completed on December 31, 2021. Due to the adjustment of the company’s overall planning of the plant area and the impact of many factors such as repeated covid-19 epidemic, atmospheric control and flood in 2021, the overall progress of the project slows down and the production equipment and installation work are postponed. Therefore, the project invested with raised funds is delayed compared with the original delivery date. According to the actual situation and market demand of the company, it is planned to adjust the expected serviceable state date of the technical transformation project of 15200 tons of lubricating oil additives series products to December 31, 2022.
Up to now, the raised investment project is under implementation. The company will focus on the progress of infrastructure construction, the availability of subsequent key equipment, equipment installation and the overall construction and configuration of the project scheme, and invest and implement it according to the construction plan of the raised investment project.
5、 Impact of delay of some raised investment projects on the company
The postponement of some raised investment projects is a prudent decision made by the company according to the actual implementation of the project, which only involves the change of the date when the raised investment project reaches the expected usable state, does not involve the change of the project content, total investment and implementation subject, and does not change the investment direction of raised funds in a disguised manner and damage the interests of other shareholders, It will not have a substantial impact on the implementation of the raised investment project. The postponement and adjustment of some investment projects with raised funds will not have an adverse impact on the normal operation of the company and will not change the established market strategy of the company. On the premise of maintaining financial health, the company will strengthen the supervision of the project construction progress, so that the project can be constructed according to the new plan, so as to improve the use efficiency of the raised funds.
6、 Relevant review procedures
On December 24, 2021, the company held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors, deliberated and adopted the proposal on the extension of some raised investment projects, and agreed to adjust the date when the “lubricating oil additive scientific research center project” reaches the expected serviceable state to December 31, 2023, The “technical transformation project of 15200 tons of lubricating oil additive series products per year” was adjusted to December 31, 2022, and the independent directors expressed their independent opinions.
7、 Verification opinions of the recommendation institution
The recommendation institution Dongxing Securities Corporation Limited(601198) believes that:
After verification, the sponsor believes that the extension of the investment project with raised funds has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have also expressed their explicit consent, and the necessary approval and decision-making procedures have been performed. The postponement of the investment project with raised funds is affected by many factors and made according to the actual situation of the company’s production and operation and the investment project with raised funds. The content, total investment and construction scale of the investment project with raised funds have not been adjusted, which will not have a significant adverse impact on the implementation of the investment project with raised funds, There is no change or disguised change in the purpose of the raised funds and damage to the interests of shareholders.
In conclusion, the recommendation institution has no objection to Xinxiang Richful Lube Additive Co.Ltd(300910) the extension of some investment projects funded by raised funds.
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