Guotai Junan Securities Co.Ltd(601211)
About Beijing Sinohytec Co.Ltd(688339)
The projects invested by raising funds in the initial public offering of shares shall be closed and
Verification opinions on permanent replenishment of working capital with surplus raised funds
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” or “sponsor”) as a sponsor of Beijing Sinohytec Co.Ltd(688339) (hereinafter referred to as ” Beijing Sinohytec Co.Ltd(688339) ” or “company”) for initial public offering of shares and listing on the science and innovation board, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the administration of raised funds by listed companies on the Shanghai Stock Exchange, and the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), Check the closing of some raised investment projects of Beijing Sinohytec Co.Ltd(688339) initial public offering of shares and permanently supplement the surplus raised funds with working capital. The verification results are as follows:
1、 Basic information of the 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 above raised funds have been verified by ShineWing Certified Public Accountants (special general partnership) and issued xyzh / 2020bja90594 capital verification report.
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 on August 7, 2020 (www.sse. Com. CN.) Announcement on the listing of Beijing Sinohytec Co.Ltd(688339) initial public offering of shares on the science and innovation board.
According to the company’s prospectus for initial public offering and listing on the science and innovation board, the total amount of funds raised in this offering, after deducting the issuance expenses, is intended to be used for the following investment projects of raised funds:
No. project name total investment amount raised capital investment amount (10000 yuan) (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
For details of the use of the raised funds as of September 30, 2021, the company disclosed 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 for the investment project
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:
Unit: 10000 yuan
Project name total investment amount a accumulated contract interest income of raised funds to be paid remaining amount of raised funds investment amount B balance c net amount 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: 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
(I) during the implementation of the investment project 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.
(II) due to the long implementation cycle of the project invested by the raised funds, with the continuous improvement of the manufacturing technology of the industry and the realization of localization of some production equipment instead of import, the prices of some equipment and materials required for the implementation of the project are lower than the budgeted prices, which reasonably reduces the project cost.
(III) the company reasonably arranges the storage of idle raised funds and generates interest income in the storage process. 5、 Use plan of the surplus raised funds
In view of the fact that the investment project “fuel cell engine R & D project for the Winter Olympics” funded by the initial public offering of shares has reached the predetermined serviceable state, the company plans to close the project. In order to improve the use efficiency of funds, the company plans to permanently supplement the working capital 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) from the surplus raised funds of the project 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、 Relevant review procedures performed by the company
On March 8, 2022, the company held the 31st meeting of the second board of directors and the 20th meeting of the second board of supervisors, respectively, to consider and pass the proposal on closing some raised and invested projects in the initial public offering and permanently replenishing 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 expressed their consent to the above matters. This matter does not need to be submitted to the general meeting of shareholders for deliberation.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Beijing Sinohytec Co.Ltd(688339) this plan to close the initial public offering investment project “fuel cell engine R & D project for the Winter Olympics” and permanently supplement the surplus raised funds with working capital has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their explicit consent and fulfilled the necessary procedures, It meets the requirements of regulatory documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the measures for the management of raised funds by listed companies of Shanghai Stock Exchange and the requirements of the company’s raised funds management system. The company’s use of surplus raised funds to permanently supplement working capital is conducive to improving the company’s fund utilization efficiency and reducing financial expenses, which is in line with the interests of the company and all shareholders. There is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders.
To sum up, the sponsor has no objection to the company’s plan to close the IPO investment project “fuel cell engine R & D project for the Winter Olympics” and use the surplus raised funds to permanently supplement working capital. (no text below)
(there is no text on this page, which is the signature and seal page of Guotai Junan Securities Co.Ltd(601211) on the verification opinions of Beijing Sinohytec Co.Ltd(688339) initial public offering of some raised investment projects and permanently replenishing the surplus raised funds with working capital) sponsor representative:
Ming Yafei, Yang Zhijie
Guotai Junan Securities Co.Ltd(601211) mm / DD / yyyy
