Sinolink Securities Co.Ltd(600109) about Wuxi Shangji Automation Co.Ltd(603185)
Verification opinions on replacing self raised funds of pre invested projects with raised funds
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as the “sponsor”) is the sponsor of Wuxi Shangji Automation Co.Ltd(603185) (hereinafter referred to as the ” Wuxi Shangji Automation Co.Ltd(603185) “, “the company”) to publicly issue convertible corporate bonds, In accordance with the requirements 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, 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, Prudently checked the matters involved in the proposal on replacing self raised funds of pre invested projects with raised funds deliberated at the 41st meeting of Wuxi Shangji Automation Co.Ltd(603185) the third board of directors and the 27th meeting of the third board of supervisors. The details of the verification are as follows:
1、 Relevant information of raised funds
Approved by the reply on approving Wuxi Shangji Automation Co.Ltd(603185) public issuance of convertible corporate bonds (zjxk [2021] No. 3409) of China Securities Regulatory Commission and approved by Shanghai Stock Exchange, Wuxi Shangji Automation Co.Ltd(603185) publicly issued 24.7 million convertible corporate bonds with a face value of 100 yuan each, and issued at face value, with a total issuance amount of 247 million yuan, After deducting the issuance expenses of 2346273584 yuan (excluding tax), the actual net amount of available raised funds is 244653726416 yuan. The availability of the above raised funds has been verified by Dahua Certified Public Accountants (special general partnership) and a capital verification report (dhyz [2022] No. 000129) has been issued. The company has carried out special account storage management for the raised funds, and all the raised funds have been deposited in the special account for the raised funds after they are received. The company has signed a tripartite supervision agreement for the raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Basic information of raised investment projects
According to the investment projects of the raised funds disclosed in the prospectus for Wuxi Shangji Automation Co.Ltd(603185) public offering of A-share convertible corporate bonds, the total amount of the raised funds for this public offering of convertible corporate bonds shall not exceed RMB 2470 million (including RMB 2470 million), which shall be used for “Baotou annual output of 10GW monocrystalline silicon crystal drawing and supporting production project” after deducting the issuance expenses, The details are as follows:
Unit: 10000 yuan
No. total investment of construction content proposed investment amount of raised funds
1 Baotou annual output 10GW monocrystalline silicon crystal drawing and supporting production project 3502802624700000
Total 3502802624700000
3、 Advance investment of self raised funds into projects invested with raised funds
In order to smoothly promote the implementation of the projects invested by raising funds, the company invested the projects invested by raising funds in advance with self raised funds according to the actual situation of the project progress, and according to the authentication report of Wuxi Shangji Automation Co.Ltd(603185) investing projects invested by raising funds in advance with self raised funds issued by Dahua Certified Public Accountants (special general partnership) (Dahua He Zi [2022] No. Huaiji Dengyun Auto-Parts (Holding) Co.Ltd(002715) ), As of March 7, 2022, the actual amount of the company’s self raised funds invested in the raised investment projects in advance was 1327597600 yuan. The details are as follows:
Unit: Yuan
No. project name: the amount of self raised funds to be used to pre invest the secondary replacement amount of raised capital investment project
Baotou has an annual output of 10GW
1 monocrystalline silicon crystal drawing and 24700 Ping An Bank Co.Ltd(000001) 32759764756132759764756 sets of production project
Total 24700 Ping An Bank Co.Ltd(000001) 32759764756132759764756
4、 The review and decision-making procedures of the board of directors for replacing the self raised funds invested in advance with the raised funds
The 41st meeting of the third board of directors and the 27th meeting of the third board of supervisors held on March 8, 2022 respectively deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance, and agreed to use raised funds to replace self raised funds invested in raised investment projects in advance of 1327597600 yuan. The independent directors expressed their independent opinions clearly agreeing with the matter.
The replacement time of the company’s raised funds this time is less than 6 months from the arrival time of the raised funds, which meets the requirements of relevant provisions 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, and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation.
The replacement of self raised funds invested in advance by the raised funds does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the investment project with raised funds, and does not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders.
6、 Assurance opinion of accounting firm
Dahua certified public accountants conducted a special audit on the self raised funds of the company’s pre invested projects with raised funds, and issued the assurance report of Wuxi Shangji Automation Co.Ltd(603185) pre invested projects with raised funds with self raised funds (dahuahe Zi [2022] No. Huaiji Dengyun Auto-Parts (Holding) Co.Ltd(002715) ), It is considered that the special instructions on pre investment of raised capital investment projects with self raised funds prepared by the company complies with the relevant provisions of the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, and fairly reflects the situation of Wuxi Shangji Automation Co.Ltd(603185) company’s pre investment of raised capital investment projects with self raised funds as of March 7, 2022 in all major aspects. 7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company’s use of the raised funds to replace the self raised funds invested in the raised investment project in advance has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors of the company have expressed their explicit consent. Dahua Certified Public Accountants (special general partnership) has conducted a special audit, issued a special assurance report and fulfilled the necessary procedures. At the same time, the replacement time of raised funds is less than 6 months from the arrival time of raised funds, which is in line with the provisions of relevant laws, regulations and normative documents.
In conclusion, the sponsor agrees to use the raised funds to replace the self raised funds invested in the raised investment project in advance.
(there is no text on this page, which is the signature page of Sinolink Securities Co.Ltd(600109) verification opinions on Wuxi Shangji Automation Co.Ltd(603185) using raised funds to replace self raised funds of pre invested projects with raised funds) sponsor representative:
Xie Zhengyang, Yao Wenliang
Sinolink Securities Co.Ltd(600109) mm / DD / yyyy
