Zhongtian Guofu Securities Co., Ltd
About Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Verification opinions on the extension of some raised investment projects
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “Zhongtian Guofu securities” or “sponsor”) is a sponsor of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as ” Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) ” or “company”) for initial public offering and listing on the science and innovation board, According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies, 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 of listed companies, and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange In accordance with the requirements of relevant laws, regulations and normative documents, such as the guidelines for self regulatory supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the measures for continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), the extension of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) some raised investment projects has been carefully and prudently verified. The verification results are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) initial public offering (zjxk [2019] No. 2017) issued by China Securities Regulatory Commission on October 28, 2019, the company was approved to publicly issue 14460000 ordinary shares (A shares) in RMB, with an issue price of RMB 43.28 per share and a total raised capital of RMB 625828800, The net amount of funds raised was 569918 million yuan. Ruihua Certified Public Accountants (special general partnership) verified the capital availability of the company’s initial public offering of shares and issued the capital verification report (Ruihua Yan Zi [2019] No. 01540006).
In order to standardize the management of the company’s raised funds and protect the rights and interests of investors, all the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company has signed the tripartite supervision agreement on the storage of special account for raised funds with the recommendation institution and the deposit bank of special account for raised funds.
2、 Investment projects with raised funds
1. According to the prospectus of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) initial public offering and listing on the science and Innovation Board disclosed by the company, the investment projects raised by this public offering are as follows:
Unit: 10000 yuan
No. project name total investment to be invested in raised funds
1 adsorption material industrial park project (phase III) 20036621830000
2. Technological innovation center construction project 641250641250
3. Project with an annual output of 4500 tons of oxygen enriched molecular sieve 214677180000
4 5000 ton activated alumina production line construction project 183287180000
5. 396000 T / a reclaimed water recycling project 508680
6. Intelligent transformation project of finished product warehouse 30 Fawer Automotive Parts Limited Company(000030) 0000
Total 38515563639930
2. According to the proposal on using part of the over raised funds to permanently supplement the working capital and the proposal on using part of the over raised funds to invest in the construction of new projects deliberated and adopted at the first extraordinary general meeting of shareholders in 2020, the company’s investment projects with over raised funds are as follows:
Unit: 10000 yuan
No. project name total investment to be invested in raised funds
1. Invest in the construction of high-efficiency hydrogen and oxygen production molecular sieve project 536878536878
2 Permanent supplementary working capital Shanghai Pudong Development Bank Co.Ltd(600000)
Total 1136878
3. According to the proposal on the company’s use of some over raised funds to invest in the establishment of new projects of overseas subsidiaries, which was deliberated and adopted by the second extraordinary general meeting of shareholders in 2020, the company’s use of over raised funds to invest in projects is as follows:
Unit: 10000 yuan
No. project name total investment to be invested in raised funds
1. Construction project of Thailand subsidiary 1065505922372
3、 Details of the extension of some raised investment projects this time
(I) overview of the extension of some raised investment projects
1. Construction project of reclaimed water recycling and comprehensive utilization of resources
At present, the reclaimed water treatment section of the company’s “reclaimed water recycling and comprehensive utilization of resources construction project” has been completed and put into trial operation. As of the date of issuance of this verification opinion, there are still resource comprehensive utilization sections
In combination with the actual construction situation and investment progress of the project, the time when the project reaches the expected usable state is adjusted under the condition that the investment purpose and investment scale of the raised funds are not changed, as follows:
Project Name: date when the original planned project reaches the scheduled serviceable state after the project reaches the scheduled extension date of serviceable state
Construction of reclaimed water recycling and comprehensive utilization of resources December 2021 June 2022
project
(II) reasons for the delay of some raised investment projects
The company’s “reclaimed water recycling and comprehensive utilization of resources construction project” adopts the company’s non-standard process for planning and design, which is a supporting construction project for the optimization and upgrading of the company’s future product structure.
Due to the influence of epidemic prevention and control and other factors in the region where some equipment suppliers are located in the above projects, the delivery, transportation and installation of original equipment are affected.
At the same time, due to the impact of rainstorm disaster in Henan Province in 2021, the construction difficulty of the above projects of the company increases, and the construction progress of the construction project is lower than expected due to the low-temperature weather after entering winter. (III) impact on the company caused by the delay of some raised investment projects
The postponement of some raised investment projects is a prudent decision made by the company according to the actual situation of project implementation. It does not change the investment content, total investment and implementation subject of raised investment projects, and will not have a substantive impact on the implementation of raised investment projects. This adjustment does not change the investment direction of the raised funds in a disguised form or damage the interests of shareholders, and will not have a significant adverse impact on the normal operation of the company, which is in line with the long-term development plan of the company.
4、 Review procedures for the extension of some raised investment projects
The ninth meeting of the third board of directors and the eighth meeting of the third board of supervisors considered and approved the proposal on extending the construction period of some raised investment projects, and agreed to postpone the construction project of reclaimed water recycling and comprehensive utilization of resources. The independent directors of the company have expressed their independent opinions on the above matters. The above matters are within the approval authority of the board of directors of the company and do not need to be submitted to the general meeting of shareholders for approval.
5、 Verification opinions of the recommendation institution
After verification, the sponsor Zhongtian Guofu Securities Co., Ltd. believes that:
The postponement of some investment projects with raised funds is the decision made by the company based on the actual situation of the investment projects with raised funds, which only involves the change of the date when the investment projects with raised funds reach the expected usable state, and does not involve the change of the project implementation subject, the investment purpose and investment model of raised funds, There is no change or disguised change in the investment direction of the raised funds or other circumstances that harm the interests of shareholders. The postponement of some investment projects with raised funds has been deliberated and approved at the ninth meeting of the third board of directors and the eighth meeting of the third board of supervisors. The independent directors have expressed their independent opinions with explicit consent and fulfilled the necessary decision-making procedures, The relevant procedures comply with the provisions of laws, regulations and normative 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 guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation. Zhongtian Guofu securities has no objection to the postponement of some investment projects with raised funds.
(there is no text on this page, which is the signature page of the verification opinions of Zhongtian Guofu Securities Co., Ltd. on the extension of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) some raised investment projects) sponsor representative:
Li Gang, Shi Shuai
Zhongtian Guofu Securities Co., Ltd. mm / DD / 2022
