Citic Securities Company Limited(600030)
About Hangxiao Steel Structure Co.Ltd(600477)
Verification opinions on adjusting the investment amount of investment projects funded by non-public offering of shares
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”), In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange and the guidelines for the recommendation of listed companies of Shanghai Stock Exchange, the company has verified the adjustment of the investment amount of capital investment projects raised by non-public offering of shares, and the verification opinions are as follows:
1、 Basic information of non-public offering of shares
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).
Since the actual net amount of funds raised in this non-public offering is RMB 81852433134, the company decides to adjust and finally decide the specific investment amount of each project of the raised funds according to the actual net amount of funds raised, and the insufficient part of the raised funds shall be solved by the company with its own funds. 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:
Unit: 10000 yuan
Project name total investment amount raised funds to be invested amount of raised funds to be invested after adjustment
Research, development, innovation and intelligence of green prefabricated buildings
1 energy manufacturing and digital intelligence management demonstration base 2237750890 Shenzhen Fountain Corporation(000005) 885243 project
2. Intelligent manufacturing and information management platform 10 Ping An Bank Co.Ltd(000001) 00 Fawer Automotive Parts Limited Company(000030) 0000
order
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
2、 The company’s review procedures for the adjustment of the amount of the investment project with the raised funds
1. Board of directors
The company held the 39th meeting of the seventh board of directors on March 4, 2022, and deliberated and adopted the proposal on adjusting the amount of funds raised for non-public development bank stock raising investment projects.
2. 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 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
After review, the independent directors believe that 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 priorities of the projects and the availability of the actually raised funds, which is in line with 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. Therefore, we agree that the company will adjust the investment amount of each raised investment project according to the actual availability of the raised funds.
3、 Verification opinions of the recommendation institution
Upon verification, the recommendation institution Citic Securities Company Limited(600030) believes that:
The adjustment of the investment amount of the raised funds of the non-public offering investment project of the company 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 relevant provisions of 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 so on Citic Securities Company Limited(600030) has no objection to Hangxiao Steel Structure Co.Ltd(600477) adjusting the investment amount of the investment project raised by the non-public offering of shares.
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