Securities code: Wuxi Shangji Automation Co.Ltd(603185) securities abbreviation: Wuxi Shangji Automation Co.Ltd(603185) Announcement No.: 2022026 Wuxi Shangji Automation Co.Ltd(603185)
About using the raised funds to provide loans to wholly-owned subsidiaries
Announcement on the implementation of raised investment projects
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Wuxi Shangji Automation Co.Ltd(603185) (hereinafter referred to as “the company” or ” Wuxi Shangji Automation Co.Ltd(603185) “) held the 41st meeting of the third board of directors and the 27th meeting of the third board of supervisors on March 8, 2022, deliberated and adopted the proposal on the use of raised funds to provide loans to wholly-owned subsidiaries to implement raised investment projects, It is agreed that the company will use part of the raised funds to provide loans with a total amount of no more than 2446537300 yuan (inclusive) to Hongyuan new materials (Baotou) Co., Ltd. (hereinafter referred to as “Hongyuan new materials”) for “Baotou single crystal silicon crystal drawing and supporting production project with an annual output of 10GW”.
1、 Basic 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 the China Securities Regulatory Commission and approved by the Shanghai Stock Exchange, the company publicly issued 24.7 million convertible corporate bonds with a face value of RMB 100 each and a total amount of RMB 247 million at face value, 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 investment projects of raised funds and this loan
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:
No. name of raised investment project total amount of project investment proposed to use raised funds
1 Baotou annual output of 10GW monocrystalline silicon crystal drawing and supporting 35028026 million yuan 2470 million yuan Hongyuan new material production project
In order to ensure the smooth implementation of the raised investment project and facilitate the management of the company, the company plans to use part of the raised funds to provide a loan with a total amount of no more than 2446537300 yuan (inclusive) to Hongyuan new materials, a wholly-owned subsidiary of the company, for the “Baotou annual output of 10GW monocrystalline silicon crystal drawing and supporting production project”. This loan is an interest free loan with a term of no more than 3 years. According to the actual situation of the project, the loan can be renewed or repaid in advance after maturity. The loan is only used for the implementation of the above-mentioned raised investment projects and shall not be used for other purposes. The board of directors of the company authorizes the management of the company to fully handle the above related matters.
3、 Basic information of the borrower
1. Name: Hongyuan new material (Baotou) Co., Ltd
2. Social Credit Code: 91150204ma0q8qy28l
3. Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
4. Address: No. 1, South Park Road, new planning district, Qingshan District, Baotou City, Inner Mongolia Autonomous Region
5. Legal representative: Yang Hao
6. Registered capital: 70 million yuan
7. Date of establishment: May 20, 2019
8. Business scope: R & D, manufacturing and sales of semiconductor materials, graphite materials, carbon materials, monocrystalline silicon rods and wafers, semiconductor equipment and Cecep Solar Energy Co.Ltd(000591) equipment; Import and export trade.
9. Equity structure: it is a wholly-owned subsidiary of the company, and the company holds 100% of its equity
10. Main financial data:
Unit: 10000 yuan
December 31, 2020 / September 30, 2021/
January December 2020 (audited) January September 2021 (Unaudited)
Total assets 3665662777713829
Net assets 1693047727024441
Operating income 2745038274042757
Net profit 513624813044636
4、 Purpose of this loan and its impact on the company
The use of the raised funds to provide loans to Hongyuan new materials, a wholly-owned subsidiary of the company, is based on the construction needs of the raised investment project, which is conducive to ensuring the smooth implementation of the raised investment project, conforms to the use plan of the raised funds, and there is no change in the purpose of the raised funds in a disguised manner. The use and purpose of the raised funds are in line with the company’s development strategy and the provisions of relevant laws and regulations, and in line with the interests of the company and all shareholders. Hongyuan new material is a wholly-owned subsidiary of the company. During the period when the company provides loans to it, it has absolute control over its production and operation activities, and the financial risk is controllable. 5、 Description of special opinions
(I) opinions of independent directors
The company’s use of raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects is based on the construction needs of the implementation subject of raised investment projects, in line with the use plan of raised funds, conducive to meeting the capital needs of raised investment projects and ensuring the smooth implementation of raised investment projects.
The use of the above-mentioned raised funds has not changed the purpose of the raised funds. The deliberation procedures of the proposal comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation damaging the interests of shareholders.
In conclusion, we agree that the company will use the raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects.
(II) opinions of the board of supervisors
The company’s use of raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects is based on the construction needs of the implementation subject of raised investment projects, in line with the use plan of raised funds, conducive to meeting the capital needs of raised investment projects and ensuring the smooth implementation of raised investment projects. If the purpose of the raised funds is not changed, the interests of the shareholders will not be damaged.
In conclusion, the board of supervisors agreed that the company would use the raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects.
(III) opinions of the recommendation institution
Wuxi Shangji Automation Co.Ltd(603185) the use of raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have expressed their consent and fulfilled the necessary deliberation procedures, which is in line with the provisions of relevant laws, regulations and normative documents.
In conclusion, the sponsor has no objection to the company’s use of the raised funds to provide loans to wholly-owned subsidiaries to implement the raised investment project.
6、 Documents for future reference
1. Resolution of the 41st meeting of Wuxi Shangji Automation Co.Ltd(603185) the third board of directors; 2. Resolution of the 27th meeting of Wuxi Shangji Automation Co.Ltd(603185) the third board of supervisors; 3. Independent opinions of Wuxi Shangji Automation Co.Ltd(603185) independent directors on matters related to the 41st meeting of the third board of directors;
4. Verification opinions of Wuxi Shangji Automation Co.Ltd(603185) board of supervisors on relevant matters of the 27th meeting of the third board of supervisors;
5. Opinions of Sinolink Securities Co.Ltd(600109) on the verification of Wuxi Shangji Automation Co.Ltd(603185) using the raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects.
It is hereby announced.
Wuxi Shangji Automation Co.Ltd(603185) board of directors March 9, 2022
