Securities code: Hangxiao Steel Structure Co.Ltd(600477) securities abbreviation: Hangxiao Steel Structure Co.Ltd(600477) No.: 2022012 Hangxiao Steel Structure Co.Ltd(600477)
Announcement on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
● the replacement cost of the raised funds (excluding the self raised funds) within 6 months after the replacement of the self raised funds raised by the company is 220000 yuan.
Hangxiao Steel Structure Co.Ltd(600477) (hereinafter referred to as "the company") held the 39th meeting of the 7th board of directors and the 14th meeting of the 7th board of supervisors on March 4, 2022, and deliberated and adopted the proposal on using raised funds to replace self raised funds invested in projects raised in advance and paid issuance expenses, It is agreed that the company will use the raised funds to replace the self raised funds of 194405 million yuan that have been invested in the raised funds investment project in advance (hereinafter referred to as the "raised investment project") and 471700 yuan that have paid the issuance expenses (excluding value-added tax), totaling 199122 million yuan. The relevant information is hereby announced as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Hangxiao Steel Structure Co.Ltd(600477) non-public shares issued by China Securities Regulatory Commission (zjxk [2021] No. 866), it is agreed that the number of non-public shares issued by the company this time shall not exceed 2153741. In this non-public offering, 2153741 RMB ordinary shares (A shares) were issued to specific investors, with a par value of 1.00 yuan per share and an issue price of 3.86 yuan per share. The total amount of funds raised was 83134264026 yuan. After deducting 1281830892 yuan of issuance expenses excluding tax, the net amount of funds actually raised was 81852433134 yuan. The above funds have been fully paid on January 20, 2022 and have been verified by the capital verification report dhyz [2022] Shenzhen Capstone Industrial Co.Ltd(000038) issued by Dahua Certified Public Accountants (special general partnership).
The company has deposited the above raised funds in the special account for raised funds opened for this non-public offering, and signed the tripartite supervision agreement on the storage of special account for raised funds with the sponsor and the commercial bank storing the raised funds. 2、 Investment projects with raised funds
As the net amount of funds actually raised from the non-public offering of shares was 81852433134 yuan, the proposal on adjusting the amount of funds raised for non-public offering of shares was deliberated and adopted at the 39th meeting of the seventh board of directors and the 14th meeting of the seventh board of supervisors, and it was agreed that the company should, according to the actual situation of funds raised from non-public offering of shares, Adjust the actual investment amount of the raised funds for the investment project. The company adjusted the use arrangement of raised funds as follows:
Unit: 10000 yuan
Project name total investment amount raised funds to be invested and raised after adjustment
Amount to be invested
1 Hangxiao Steel Structure Co.Ltd(600477) green prefabricated building research
Development innovation, intelligent manufacturing and digital intelligent management 2237750890 Shenzhen Fountain Corporation(000005) 885243 science demonstration base project
2. Intelligent manufacturing and information management platform 10 Ping An Bank Co.Ltd(000001) 00 Fawer Automotive Parts Limited Company(000030) 0000 items
3. Supplementary working capital 20 China Vanke Co.Ltd(000002) 0 China Vanke Co.Ltd(000002) 000000
Total 25377508120 China High-Speed Railway Technology Co.Ltd(000008) 185243
3、 Investment projects invested with raised funds in advance with self raised funds
Before the raised funds are available, in order not to affect the construction progress of the project, the company has invested the raised funds in advance with the self raised funds. As of January 31, 2022, the company invested the raised funds in advance with the self raised funds, with a total amount of 194405 million yuan. The specific investment is as follows:
Unit: 10000 yuan
No. name of raised investment project: funds have been invested in advance and funds to be replaced
1 green prefabricated building R & D innovation, intelligent manufacturing and digital intelligent management demonstration base project
2. Intelligent manufacturing and information management platform project 190015190015
Total 194405
4、 Paid issuance expenses of self raised funds
After deducting the underwriting fee and recommendation fee (excluding value-added tax), the company's non-public offering expenses (excluding value-added tax) total 117951196 yuan. As of January 31, 2022, the company has paid 471700 yuan of the above issuance expenses (excluding value-added tax) in advance with self raised funds. The amount of self raised funds to replace the pre paid issuance expenses with raised funds is 471700 yuan. The details are as follows:
Unit: 10000 yuan
No. item name tax excluded amount self raised fund payment amount proposed replacement fund
1. Inspection fee 30.00 --
2. Attorney fees 47.17 47.17 47.17
3. Registration and custody fee 20.32 --
4 stamp duty 20.46 --
Total 117.95 47.17 47.17
5、 Relevant approval procedures and opinions
1. Deliberations of the board of directors
The company held the 39th meeting of the 7th board of directors on March 4, 2022, and deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses. After deliberation, the board of directors held that the company used raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses, There is no disguised change in the purpose of the raised funds and damage to the interests of shareholders, which will not affect the normal progress of the investment projects with the raised funds.
Therefore, the board of directors of the company agreed to use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
2. Opinions of independent directors
After verification, the independent directors believe that the company's use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses is to meet the needs of the company's normal production and operation development, has performed the necessary approval procedures, does not conflict with the implementation plan of the raised funds investment projects, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders, Reasonable, legal and compliant. Therefore, all independent directors unanimously agree that the company will use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
3. Deliberation of the board of supervisors
The company held the 14th meeting of the 7th board of supervisors on March 4, 2022, and deliberated and adopted the proposal on replacing self raised funds invested in pre raised projects and paid issuance expenses with raised funds. After deliberation, the board of supervisors held that the company used raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses, There is no disguised change in the purpose of the raised funds and damage to the interests of shareholders, which does not affect the normal progress of the investment projects of the raised funds, and the necessary decision-making procedures have been performed, which meets the requirements of relevant laws and regulations. Therefore, the board of supervisors of the company agreed to use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the issuance expenses paid.
4. Assurance conclusion of accounting firm
Dahua Certified Public Accountants (special general partnership) conducted a special audit and issued the verification report of Hangxiao Steel Structure Co.Ltd(600477) using self raised funds to invest in projects with raised funds in advance (dahuahe Zi [2022] No. 001240), It is believed that the special instructions for pre investment of raised capital investment projects with self raised funds prepared by Hangxiao Steel Structure Co.Ltd(600477) as of January 31, 2022 complies with the relevant provisions of the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange, and fairly reflects the pre investment of raised capital investment projects with self raised funds by Hangxiao Steel Structure Co.Ltd(600477) as of January 31, 2022 in all major aspects.
5. Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's use of the raised funds to replace the pre invested projects and paid issuance expenses has been deliberated and approved at the 39th meeting of the seventh board of directors and the 14th meeting of the seventh board of supervisors. The independent directors have expressed their consent and performed the necessary approval procedures, which is in line with the requirements of relevant laws and regulations. Dahua Certified Public Accountants (special general partnership) has made a special audit on the advance investment of self raised funds into raised investment projects and the payment of issuance expenses, and issued an assurance report.
The company used the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses, performed the necessary legal procedures, and complied with the stock listing rules of Shanghai Stock Exchange Regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 - standardized operation and other relevant provisions.
The recommendation institution has no objection to the company's use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and the issuance expenses paid.
6、 Documents for future reference
1. Hangxiao Steel Structure Co.Ltd(600477) the resolution of the 39th meeting of the 7th board of directors;
2. Hangxiao Steel Structure Co.Ltd(600477) the resolution of the 14th meeting of the 7th board of supervisors;
3. Hangxiao Steel Structure Co.Ltd(600477) independent directors' independent opinions on relevant proposals of the 39th session of the seventh board of directors;
4. Authentication report of Hangxiao Steel Structure Co.Ltd(600477) self raised funds pre invested in investment projects with raised funds issued by Dahua Certified Public Accountants (special general partnership) (dahuahe Zi [2022] No. 001240); 5. Citic Securities Company Limited(600030) issued the verification opinions of Citic Securities Company Limited(600030) on the use of raised funds by Hangxiao Steel Structure Co.Ltd(600477) joint stock company to replace self raised funds invested in raised projects in advance and paid issuance expenses.
It is hereby announced.
Hangxiao Steel Structure Co.Ltd(600477) board of directors March 5, 2022
