Securities code: Hangxiao Steel Structure Co.Ltd(600477) securities abbreviation: Hangxiao Steel Structure Co.Ltd(600477) No.: 2022011 Hangxiao Steel Structure Co.Ltd(600477)
Announcement on the adjustment of the amount of non-public offering funds
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 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, deliberated and adopted the proposal on adjusting the amount of funds raised by non-public development bank stock raising and investment projects, and agreed that the company would, based on the actual net amount of funds raised, Without changing the proposed investment projects and complying with relevant laws and regulations, the specific investment projects, priorities and specific investment amount of each project shall be adjusted and finally determined according to the project conditions. The details are 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 of investment projects raised by non-public offering of shares after this adjustment
According to the authorization of the general meeting of shareholders, the board of directors of the company will adjust and finally decide the specific investment projects, priorities and specific investment amount of each project according to the actual net amount of raised funds without changing the proposed investment projects and complying with relevant laws and regulations. According to the actual raised funds, the company makes the following corresponding adjustments to the amount of raised funds to be invested in the original raised funds investment project. The insufficient part of the company will be solved through its own funds or other financing methods:
Unit: 10000 yuan
Sequence project name total investment amount raised funds to be invested amount of raised funds to be invested amount of raised funds to be invested after adjustment
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、 Impact on the company
According to the authorization of the general meeting of shareholders, the company’s decision to adjust the use amount of raised funds of raised investment projects is made according to the actual raising and project investment. There is no situation of changing the use of raised funds in a disguised manner and damaging the interests of shareholders, which is conducive to improving the use efficiency of funds and in line with the interests of the company and all shareholders.
4、 Relevant approval procedures and opinions
1. Opinions of the board of directors of the company
The 39th meeting of the 7th board of directors of the company deliberated and approved the proposal on adjusting the amount of funds raised by non-public development bank stock investment projects, and agreed that the company would adjust and finally decide the specific investment projects of raised funds according to the actual net amount of raised funds without changing the proposed investment projects and complying with relevant laws and regulations Priority and specific investment amount of each project.
2. Opinions of the board of supervisors of the company
The 14th meeting of the 7th board of supervisors of the company deliberated and adopted the proposal on adjusting the amount of funds raised for non-public development bank stock raising investment projects. After review, the board of supervisors believes that: the company adjusts and finally determines the specific investment projects and priorities of the raised funds and the specific investment amount of each project according to the actual net amount of the raised funds, without changing the proposed investment projects and complying with relevant laws and regulations, in line with the actual business needs of the company and the provisions of relevant laws and regulations, In line with the interests of the company and all shareholders. The board of supervisors agrees that the company will adjust and finally decide the specific investment projects and priorities of the raised funds and the specific investment amount of each project according to the project conditions.
3. Opinions of independent directors
The opinions of the independent directors are as follows: the net amount of funds actually raised by the company’s non-public offering of shares is less than the amount of funds planned to be invested in the raised projects. The company adjusts the amount of funds to be invested in each project according to the project investment and the actual funds raised. The adjustment meets the actual business needs of the company and the provisions of relevant laws and regulations, It is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The decision-making and deliberation procedures are legal and compliant. The independent directors of the company unanimously agree that the company will adjust the investment amount of each raised investment project according to the actual availability of the raised funds.
4. Verification opinions of the recommendation institution
After verification, the sponsor Citic Securities Company Limited(600030) believes that the adjustment of the investment amount of the raised funds of the non-public offering stock investment project 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, and the independent directors have expressed their consent, Comply with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shanghai Stock Exchange and other relevant provisions Citic Securities Company Limited(600030) has no objection to the company’s adjustment of the investment amount of the investment project raised by the non-public offering of shares.
5、 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. Citic Securities Company Limited(600030) issued the verification opinions of Citic Securities Company Limited(600030) on Hangxiao Steel Structure Co.Ltd(600477) adjusting the investment amount of non-public development bank stock raised funds investment projects.
It is hereby announced.
Hangxiao Steel Structure Co.Ltd(600477) board of directors March 5, 2022
