Citic Securities Company Limited(600030)
About Hangxiao Steel Structure Co.Ltd(600477)
Verification opinions on temporarily replenishing working capital with some idle raised funds
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) as the sponsor of Hangxiao Steel Structure Co.Ltd(600477) (hereinafter referred to as ” Hangxiao Steel Structure Co.Ltd(600477) ” and “the company”) non-public offering of shares (hereinafter referred to as “this offering”), According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for self-discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, 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 guidelines for the self-discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation And other relevant laws, regulations and normative documents have verified the company’s use of idle raised funds to temporarily supplement working capital, and the verification opinions are as follows:
1、 Basic information of raised funds
With the approval of zjxk [2021] No. 866 document of China Securities Regulatory Commission, it is agreed that the number of non-public offering shares of the company 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、 Basic information of investment projects with raised funds
Among the non-public offering fund-raising investment projects of the company, “green prefabricated building R & D innovation, intelligent manufacturing and digital intelligent management demonstration base project” obtained the Zhejiang enterprise investment project filing (code assignment) information form (project code: 202033015533-03155653) from the administrative examination and approval Bureau of Qiantang new area, Hangzhou City, Zhejiang Province on August 12, 2020, “Intelligent manufacturing and information management platform project” obtained the information form of Zhejiang enterprise investment project filing (code assignment) from the economic and Information Bureau of Qiantang new area, Hangzhou, Zhejiang Province on November 10, 2020 (project code: 20113 China Resources Chemical Innovative Materials Co.Ltd(301090) 7-02185580). As of January 31, 2022, the company has invested a total of 194405 million yuan in projects invested with raised funds in advance with self raised funds. The cost of using raised funds to replace pre invested projects 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. Among the investment projects raised by the company’s non-public offering of shares, the investment and construction of “green prefabricated building R & D and innovation, intelligent manufacturing and digital intelligent management demonstration base project” needs a certain period. At this stage, some of the raised funds will be idle in the short term.
3、 The plan of temporarily replenishing working capital by using some idle raised funds this time
In order to improve the use efficiency of raised funds, reduce the company’s financial costs, meet the company’s working capital needs and optimize the financial structure, the board of directors of the company plans to use idle raised funds of no more than 500 million yuan (including 500 million yuan) to supplement the working capital temporarily on the premise of ensuring the construction capital needs of raised projects based on the principle of maximizing the interests of the company and shareholders, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company.
The company’s use of some idle raised funds to temporarily supplement working capital is limited to the production and operation related to its main business. It will not use the raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading, or provide financial assistance to others. There is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, Nor will it affect the normal progress of the investment plan of raised funds. The company will timely return the raised funds to the special account for raised funds at any time according to the progress and demand of the investment project of raised funds.
4、 Relevant approval procedures and opinions
On March 4, 2022, the 39th meeting of the seventh board of directors of the company deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company should use idle raised funds of no more than 500 million yuan (including 500 million yuan) to temporarily supplement working capital for a period of no more than 12 months (calculated from the date of deliberation and approval by the board of directors of the company). The board of supervisors and independent directors of the company expressed their consent on the use of some idle raised funds to temporarily supplement working capital.
5、 Verification opinions of the recommendation institution
Upon verification, the recommendation institution Citic Securities Company Limited(600030) believes that:
At the 39th meeting of the board of directors, the company has reviewed and approved the necessary legal procedures for the use of idle funds, and the 39th meeting of the board of directors has approved the company’s temporary use of idle funds. The company’s plan to use some idle raised funds to temporarily supplement working capital does not conflict with the implementation plan of the original raised investment project, will not affect the normal implementation of the original raised investment project, nor does it change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders. The company uses idle raised funds to temporarily supplement the working capital used by the company for daily operation, which is limited to the production and operation related to the main business. It will not use the raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading, or provide financial assistance to others, and will not change the purpose of the raised funds in a disguised form, It will not affect the normal progress of the investment plan of raised funds. The company’s plan to use idle raised funds to temporarily supplement working capital complies with relevant provisions such as self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 – standardized operation.
In conclusion, Citic Securities Company Limited(600030) agrees to use some idle raised funds to temporarily supplement working capital.
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