Ping An Securities Co., Ltd
About Hangzhou Chinastars Reflective Material Co.Ltd(301077)
Verification opinions on changing the implementation location of some raised investment projects
Ping An Securities Co., Ltd. (hereinafter referred to as “Ping An Securities” or “sponsor”) is a sponsor of Hangzhou Chinastars Reflective Material Co.Ltd(301077) (hereinafter referred to as ” Hangzhou Chinastars Reflective Material Co.Ltd(301077) ” and “company”) for initial public offering and listing on the gem, According to 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 guidelines for the information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, and the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020) The guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and other relevant provisions have carefully verified the Hangzhou Chinastars Reflective Material Co.Ltd(301077) change of the implementation location of some raised investment projects, and issued this verification opinion. The verification is as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of Hangzhou Chinastars Reflective Material Co.Ltd(301077) initial public offering (zjxk [2021] No. 2823) issued by China Securities Regulatory Commission on August 31, 2021, the company issued 15 million RMB common shares (a) in the initial public offering, with an issue price of 61.46 yuan per share and a total raised capital of 92.19 million yuan; After deducting the issuance expenses, the net amount of funds actually raised was RMB 836336300. All the above raised funds were received on September 27, 2021, and the availability of funds for the company’s initial public offering was verified by Zhonghui Certified Public Accountants (special general partnership), and the capital verification report (Zhonghui kuaiyan [2021] No. 7133) was issued on September 27, 2021. The company has managed the raised funds in a special account and signed a supervision agreement on the raised funds with the deposit bank and the sponsor. All the above raised funds have been deposited in the special account for the management of the raised funds.
2、 Hangzhou Chinastars Reflective Material Co.Ltd(301077) deposit and management of funds raised by initial public offering
In order to regulate the management and use of the company’s raised funds and protect the rights and interests of investors, in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the provisions of the company’s raised funds management system, The company has established a special account for raised funds, stored the raised funds in a special account, and signed the tripartite supervision agreement on raised funds with the sponsor and the commercial bank storing the raised funds. Details are disclosed on cninfo.com on October 12, 2021（ http://www.cn.info.com..cn. ）Announcement of Hangzhou Chinastars Reflective Material Co.Ltd(301077) on signing the tripartite supervision agreement for raised funds (Announcement No.: 2021-001).
3、 Investment projects with raised funds
According to the company’s prospectus for initial public offering and listing on GEM, the funds raised from the company’s initial public offering of RMB common shares (A shares) will be invested in the following projects after deducting the issuance expenses:
Unit: 10000 yuan
Project name sub project name total investment amount of raised funds to be used
The annual output of reflective materials is 24 million square meters
Square meters, 300 meters of reflective clothing, 3 million pieces of reflective clothing, production base 23691.4523691.45
Construction project of 10000 pieces and production R & D Center
Project R & D center construction project 8568.478568.47
Total 32259.92 32259.92
4、 The implementation location of some raised investment projects is changed
The project to change the implementation location is “R & D center construction project”, and the specific changes are as follows:
Project Name: implementation place before sub project name change; implementation place after change
With an annual output of 24 million square meters of reflective materials, Jingshan Town, Yuhang District
Jicaoqiao village with an annual output of 24 million meters of reflective materials and 3 million pieces of reflective clothing (micro prism reflective materials in the construction project of 300 square meters of reflective clothing in Jingshan Town, Yuhang District, Zhejiang Province (2017) Yuhang District (no. of the construction project of R & D center of land 18-2, property right of production line of Caoqiao engineering, Jingshan Town and production R & D center, 0172567 industry block)
According to the company’s prospectus for initial public offering and listing on GEM, the original planned implementation location of the raised investment project “production base construction project with an annual output of 24 million square meters of reflective materials and 3 million pieces of reflective clothing” and “R & D center construction project” was the state-owned construction land No. 0172567 of immovable property rights of Zhejiang (2017) Yuhang District, The land is located in Caoqiao village, Jingshan Town, Yuhang District, with a land area of 12536.90 square meters.
Considering the company’s long-term development and future strategic layout, in order to ensure the reasonable planning and overall scheme of the implementation site of the raised investment project, and further improve the company’s independent innovation ability and core competitiveness, the company plans to build the micro prism reflective material production line in the “production base construction project with an annual output of 24 million square meters of reflective materials and 3 million pieces of reflective clothing” The implementation location of “R & D center construction project” is changed from “Caoqiao village, Jingshan Town, Yuhang District” to “Jingshan Town, Yuhang District (Caoqiao industrial block 18-2, Jingshan Town)”. From December 10 to 20, 2021, the company sold the use right of state-owned construction land in Yuhang District in RMB
(plot 18-2, Caoqiao industrial block, Jingshan Town), with a land area of 20885 square meters. On December 24, 2021, the company signed the transfer contract of state-owned construction land use right with Yuhang branch of Hangzhou Municipal Bureau of planning and natural resources in accordance with relevant legal provisions and legal procedures. The subsequent company will pay the land transfer fee and handle the land use right certificate according to the contract.
The company changed the implementation location of some raised investment projects, did not change the purpose and investment direction of the company’s raised funds, and did not change the total investment of raised investment projects, the investment amount of raised funds and the implementation method.
5、 The impact of the change of the implementation location of some raised investment projects on the company
The change of the implementation location of some of the company’s investment projects with raised funds is a prudent decision made by the company according to the actual situation of the project implementation. It does not involve the change of the purpose of raised funds, the construction content and implementation mode of the project, which meets the needs of the company’s long-term development and will not have a significant adverse impact on the company’s normal operation. The relevant decision-making procedures comply with the relevant 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 GEM stocks of Shenzhen Stock Exchange (revised in 2020), the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange (revised in 2020), etc.
6、 Approval procedures for changing the implementation location of some raised investment projects
The change of the implementation location of some raised investment projects has been deliberated and approved at the third meeting of the third board of directors and the third meeting of the third board of supervisors held by the company on December 30, 2021, and does not need to be submitted to the general meeting of shareholders for deliberation.
(i) Opinions of the board of supervisors
The board of supervisors believes that the change of the implementation location of some of the company’s investment projects with raised funds has not changed the investment direction and project content of the raised funds, will not affect the normal operation of the investment projects with raised funds, meet the company’s business needs, and will not have an adverse impact on the company’s operation. The review procedures for the change of implementation location of some of the raised capital investment projects comply with the provisions of relevant laws and regulations, and there is no change or disguised change in the purpose of the raised capital and damage to the interests of shareholders. Agree to change the implementation location of some investment projects with raised funds of the company.
（2） Opinions of independent directors
The independent directors of the company believe that the change of the implementation location of some of the company’s investment projects with raised funds is a prudent decision made by the company according to the actual situation of project implementation, and does not involve the change of the purpose, construction content and implementation mode of raised funds, which meets the needs of the company’s long-term development and will not have a significant adverse impact on the normal operation of the company. The contents and relevant decision-making procedures of this matter comply with relevant laws 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 GEM stocks of Shenzhen Stock Exchange (revised in 2020), the guidelines for the standardized operation of gem listed companies of Shenzhen Stock Exchange (revised in 2020), etc The provisions of laws, regulations and normative documents are in line with the interests of the company and all shareholders, especially minority shareholders. The independent directors unanimously agree that the company changes the implementation location of the raised investment project.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the matters related to the change of the implementation location of the raised investment project of the company have been deliberated and approved by the third meeting of the third board of directors and the third meeting of the third board of supervisors held by the company on December 30, 2021, and the independent directors of the company have expressed their opinions with explicit consent, so the matter does not need to be deliberated by the general meeting of shareholders, Necessary internal approval and decision-making procedures have been performed. The change of the implementation location of the raised investment project of the company is implemented based on the actual business and development needs of the company and fully considering the strategic plan for the long-term development of the company. There is no change in the purpose and implementation method of the raised funds, which will not have a significant adverse impact on the company and harm the interests of shareholders.
In conclusion, the sponsor has no objection to the change of the implementation location of some raised investment projects.
(no text below)
(there is no text on this page, which is the signature page of the verification opinions of Ping An Securities Co., Ltd. on Hangzhou Chinastars Reflective Material Co.Ltd(301077) changing the implementation location of some raised investment projects)
Sponsor representative:
Zhao Yiming, Zhao Yanan
Ping An Securities Co., Ltd
