Securities code: Beijing Sinohytec Co.Ltd(688339) securities abbreviation: Beijing Sinohytec Co.Ltd(688339) Announcement No.: 2022015 Beijing Sinohytec Co.Ltd(688339)
Announcement on the closing of some raised investment projects in the initial public offering of shares and permanently replenishing the surplus raised funds with working capital
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law Beijing Sinohytec Co.Ltd(688339) (hereinafter referred to as "the company") held the 31st meeting of the second board of directors and the 20th meeting of the second board of supervisors on March 8, 2022, deliberated and adopted the proposal on closing some projects invested by raising shares in the initial public offering and permanently replenishing the surplus raised funds with working capital, It is agreed that the company will close the fund-raising project "fuel cell engine R & D project for the Winter Olympics" and use the surplus fund-raising of 322663 million yuan to permanently supplement the working capital of the company. The independent directors have expressed their independent opinions on this matter, and the recommendation institution Guotai Junan Securities Co.Ltd(601211) has issued clear verification opinions on this matter. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation. The specific circumstances are as follows:
1、 Basic information of raised funds
According to the approval of the reply on Approving the registration of Beijing Sinohytec Co.Ltd(688339) initial public offering of shares (zjxk [2020] No. 1447) issued by China Securities Regulatory Commission on July 13, 2020, the company was approved to issue 17630523 ordinary shares of RMB to the public for the first time, with a par value of RMB 1 per share and an issue price of RMB 76.65 per share, The total amount of funds raised is RMB 1351379600. After deducting the issuance expenses of RMB 126710300 (excluding value-added tax), the net amount of funds raised by the company this time is RMB 1224669300. The capital verification report (xyzh / 2020bja90594) has been verified by ShineWing Certified Public Accountants (special general partnership) and issued.
In order to standardize the management and use of the company's raised funds and protect the rights and interests of investors, the company has established a special account for raised funds. All the above raised funds have been deposited in the special account for raised funds after they are received. The company has signed a supervision agreement on the special account for raised funds with the sponsor Guotai Junan Securities Co.Ltd(601211) and the commercial bank storing the raised funds. For details, see the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on August 7, 2020 Announcement on the listing of Beijing Sinohytec Co.Ltd(688339) initial public offering of shares on the science and innovation board.
2、 Investment projects with raised funds
According to the company's prospectus for initial public offering and listing on the science and innovation board, the total amount of funds raised by the initial public offering, after deducting the issuance expenses, is intended to be used for the following investment projects of raised funds:
Total investment amount raised funds investment serial number project name (10000 yuan) input amount (10000 yuan)
1 fuel cell engine production base construction phase II project 6 Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) 000
2 fuel cell engine R & D project for Winter Olympics 10000
3. Supplementary working capital: 50000
Total 120000
As of September 30, 2021, the use of the raised funds is detailed in the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 1, 2021 Special report on the use of Beijing Sinohytec Co.Ltd(688339) previously raised funds (Announcement No.: 2021060).
3、 The use and savings of the raised funds of the raised investment projects settled this time
The fund-raising and investment project concluded by the company this time is "fuel cell engine R & D project for Winter Olympics". As of December 31, 2021, except for part of the outstanding contract balance, the project has reached the established goal and completed the final acceptance. The specific use and savings of the investment project of the raised funds are as follows:
Total investment amount accumulated contract interest income of raised capital to be paid raised capital (10000 yuan) net balance of investment amount (10000 yuan) project name (10000 yuan) (10000 yuan) (10000 yuan) A B C D E=A-B- C+D
Olympic oriented
Fuel cell engine 1 Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) 58.75 890.00 175.38322663 R & D project
Note: 1. The remaining amount of raised funds does not include the bank interest income that has not been received. The amount finally transferred into the company's own fund account shall be subject to the balance of the special account on the day of fund transfer out;
4、 The main reasons for the fund savings of the project invested by the raised funds
1. During the implementation of investment projects with raised funds, the company strictly abides by the relevant provisions on the use of raised funds, and uses the raised funds prudently based on the principle of economy and rationality. On the premise of ensuring the quality of the project, the company strengthened the management and control of the cost of each link in the project implementation, and reduced the project implementation cost through the reasonable scheduling and optimization of various resources.
2. Due to the long implementation cycle of the project invested by raised funds, with the continuous improvement of manufacturing technology in the industry, the localization of some production equipment instead of import and other factors, the prices of some equipment and materials required for the implementation of the project have been reduced compared with the budget price, and the project cost has been reasonably reduced.
3. The company reasonably arranged the storage of idle raised funds, which generated interest income in the storage process. 5、 Use plan of surplus raised funds
In view of the fact that the company's fund-raising investment project "fuel cell engine R & D project for the Winter Olympics" has reached the predetermined serviceable state, the company plans to close the above fund-raising investment project.
In order to improve the use efficiency of funds, the company plans to permanently supplement the working capital with the remaining raised funds of 322663 million yuan (including interest income, and the actual transfer out amount shall be subject to the balance of the special account on the day of transfer out) for the daily production and operation of the company.
After the surplus raised funds are transferred out, the company will go through the account cancellation procedures and cancel the relevant raised funds account, and the supervision agreement on the special raised funds account signed by the company for the storage of the raised funds related to the project will be terminated accordingly. 6、 Review procedure
On March 8, 2022, the 31st meeting of the second board of directors and the 20th meeting of the second board of supervisors deliberated and adopted the proposal on closing some raised investment projects of initial public offering and permanently supplementing the surplus raised funds with working capital, It is agreed that the company will close the initial public offering investment project "fuel cell engine R & D project for the Winter Olympics" and use the remaining raised funds of 322663 million yuan to permanently supplement the company's working capital.
The independent directors of the company expressed their independent opinions with explicit consent. The proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
6、 Description of special opinions
(I) opinions of independent directors
The company will conclude the "fuel cell engine R & D project for the Winter Olympics" and permanently supplement the company's working capital with the surplus raised funds for the company's daily business activities, which is conducive to further filling the company's cash flow, improving the efficiency of capital use and reducing financial costs, which is in line with the interests of the company and all shareholders;. In terms of decision-making and approval procedures, the company complies with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange Relevant laws and regulations such as the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation and the company's management system for the special storage and use of raised funds do not change the purpose of raised funds in a disguised manner, nor do they harm the interests of the company and all shareholders, especially small and medium-sized shareholders.
To sum up, the independent directors of the company agreed to settle some of the company's raised investment projects and permanently supplement the surplus raised funds with working capital.
(II) opinions of the board of supervisors
This time, the company closes some investment projects with raised funds and permanently replenishes the surplus raised funds with working capital, which is conducive to improving the use efficiency of raised funds and promoting the development of the company, which is in line with the interests of the company and all shareholders of the company, and there is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders. The decision-making and approval procedures shall comply with the provisions of laws, regulations and normative documents such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange. The deliberation and voting of the board of supervisors on this matter comply with the relevant provisions of the company law and the articles of association, and the procedures are legal and effective.
To sum up, the board of supervisors of the company agreed to settle some raised investment projects of the company and permanently supplement the surplus raised funds with working capital.
(III) opinions of the recommendation institution
The closing of some of the company's investment projects with raised funds and the permanent supplement of the surplus raised funds to the working capital have been deliberated and approved by the board of directors of the company. The board of supervisors and independent directors of the company have issued clear consent opinions, performed the necessary decision-making procedures, and met the requirements of relevant laws, regulations and normative documents. The use of the surplus raised funds to permanently supplement the working capital will help to improve the use efficiency of the raised funds, which is in line with the interests of all shareholders of the company, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
In conclusion, the recommendation institution has no objection to the closing of some of the company's investment projects with raised funds and the permanent supplement of the surplus raised funds to the working capital.
7、 Online announcement document
(I) independent opinions of Beijing Sinohytec Co.Ltd(688339) independent directors on the matters of the 31st meeting of the second board of directors;
(II) Guotai Junan Securities Co.Ltd(601211) verification opinions on the closing of some raised investment projects of Beijing Sinohytec Co.Ltd(688339) initial public offering of shares and permanently replenishing the surplus raised funds with working capital.
It is hereby announced.
Beijing Sinohytec Co.Ltd(688339) board of directors March 9, 2022
