Citic Securities Company Limited(600030) about Hangxiao Steel Structure Co.Ltd(600477)
Verification opinions on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses
Citic Securities Company Limited(600030) (hereinafter referred to as “sponsor” or ” Citic Securities Company Limited(600030) “) as a sponsor of Hangxiao Steel Structure Co.Ltd(600477) (hereinafter referred to as ” Hangxiao Steel Structure Co.Ltd(600477) ” or “company”) non-public offering of shares, in accordance with the measures for the administration of securities issuance and listing sponsor business and the stock listing rules of Shanghai Stock Exchange The guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and the measures for the management of raised funds of listed companies of Shanghai Stock Exchange have verified the company’s use of raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses. The verification results are as follows:
1、 Basic information of raised funds
With the approval of the reply on the approval of Hangxiao Steel Structure Co.Ltd(600477) non-public Development Bank shares (zjxk [2021] No. 866) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), it is agreed that the number of non-public offering shares of 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).
2、 Investment projects with raised funds
As the actual net amount of funds 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 the company adjusted the amount of funds raised. The funds raised from the issuance of shares to specific objects will be used for the following items after deducting the issuance expenses:
Unit: 10000 yuan
The proposed investment of raised funds is adjusted. The serial number of raised funds, project name and total investment amount
Amount to be invested
Green prefabricated building R & D innovation and intelligent manufacturing
1 and digital intelligence management demonstration base project 2237750890 Shenzhen Fountain Corporation(000005) 885243
2 intelligent manufacturing and information management platform project 10 Ping An Bank Co.Ltd(000001) 00 Fawer Automotive Parts Limited Company(000030) 0000
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 43.90 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 the above issuance expenses (excluding value-added tax) of RMB 471700 in advance with self raised funds. The amount of self raised funds to replace the issuance expenses of pre selection with raised funds is RMB 471700. 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 review and approval procedures
1. Deliberations of the board of directors
On March 4, 2022, the company held the 39th meeting of the 7th board of directors and deliberated and adopted the proposal on using raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses. After deliberation, the board of directors 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 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 considered that: Hangxiao Steel Structure Co.Ltd(600477) prepared the special instructions for pre investment of raised funds in investment projects with self raised funds as of January 31, 2022, in line with the relevant provisions of the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange, In all major aspects, it fairly reflects Hangxiao Steel Structure Co.Ltd(600477) as of January 31, 2022, the investment projects invested with raised funds with self raised funds in advance.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company’s use of 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, fulfilled the necessary approval procedures and complied 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 funds raised by listed companies and the measures for the management of funds raised by listed companies of Shanghai Stock Exchange.
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.
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