Stock Code: 600203 stock abbreviation: Fujian Furi Electronics Co.Ltd(600203) Announcement No.: pro 2022-005
Fujian Furi Electronics Co.Ltd(600203)
On the use of funds raised by non-public offering of shares for replacement
Announcement on self raised funds of projects invested with raised funds in advance
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.
Important content tips:
● Fujian Furi Electronics Co.Ltd(600203) (hereinafter referred to as the company) used the total funds raised from the non-public offering of shares in 2020 (hereinafter referred to as the non-public offering) to replace the self raised funds invested in the investment projects with the raised funds in advance, which is in line with the provisions on replacement within 6 months after the arrival of the raised funds. 1、 Basic information of raised funds
Approved by the reply on approving Fujian Furi Electronics Co.Ltd(600203) non-public offering of shares (zjxk [2021] No. 1168) of China Securities Regulatory Commission, the company actually issued 136540962 RMB ordinary shares (A shares), with a par value of 1 yuan per share and an issue price of 7.69 yuan per share.
The total amount of funds raised in this non-public offering is RMB 104999997.78, after deducting the expenses related to the issuance of RMB 19775047.68 (excluding tax), the net amount of funds raised is RMB 1030224950.10.
On December 1, 2021, the sponsor China Industrial Securities Co.Ltd(601377) remitted the balance of 1032244997.82 yuan after deducting the underwriting fee (including tax) and recommendation fee (including tax) from the total amount of raised funds into the special account for raised funds of the company. The amount exceeding the net amount of raised funds was 2020047.72 yuan, which was other issuance expenses, which was transferred out when the raised funds were used to replace the self raised funds invested in advance. All the above funds have been in place on December 1, 2021. Huaxing Certified Public Accountants (special general partnership) has verified the arrival of the raised funds and issued the capital verification report (Huaxing Yan Zi [2021] No. 21000370382) on December 2, 2021.
According to relevant regulations, the company has established a special account for the raised funds to deposit the raised funds, and signed a tripartite and quadripartite supervision agreement for the raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Basic information of investment projects with raised funds
According to the Fujian Furi Electronics Co.Ltd(600203) 2020 plan for non-public development of a shares, the funds raised in this non-public offering will be invested in the following projects after deducting the issuance expenses:
Unit: RMB 10000
No. project name total investment of the project to be invested in raised funds
1 terminal intelligent manufacturing project of Guangdong Enoch Communication Co., Ltd. 66891.4756300.00
2 Shenzhen Zhongnuo Communication Co., Ltd. TWS intelligent manufacturing construction 18787.2517200.00 project
3. Repayment of corporate bonds 10000.0010000.00
4. Supplementary working capital 21500.0021500.00
Total 105000.00
Before the raised funds are in place, the company can invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them after the raised funds are in place.
3、 Advance investment of self raised funds
Before the funds raised from this non-public offering are in place, in order to ensure the smooth progress of the investment projects with raised funds, the company has used self raised funds to invest in the investment projects with raised funds in advance. As of December 1, 2021, the company has invested 190.9138 million yuan in the investment projects with raised funds in advance with self raised funds. The company plans to use the raised funds to replace the above-mentioned 190.9138 million yuan of self raised funds in advance. Huaxing Certified Public Accountants (special general partnership) conducted a special audit on the company’s use of raised funds to replace the self raised funds invested in the raised funds investment project in advance, and issued the assurance report on Fujian Furi Electronics Co.Ltd(600203) self raised funds invested in the raised funds investment project in advance (Huaxing zhuanzi [2021] No. 21000370392). The details are as follows: unit: RMB 10000
No. project name: proposed investment of raised funds self raised funds pre investment of proposed replacement of raised funds
Input amount
1 terminal intelligence of Guangdong Enoch Communication Co., Ltd. 56300.008342.268342.26
Manufacturing project
2 Shenzhen Zhongnuo Communication Co., Ltd. TWS Zhi 17200.00749.12749.12
Energy manufacturing construction project
3. Repayment of corporate bonds 10000.0010000.0010000.00
4. Supplementary working capital 21500.00
Total 105000.0019091.3819091.38
4、 The decision-making procedure of using the raised funds to replace the self raised funds invested in advance
The company held the 12th interim meeting of the 7th board of directors and the 4th interim meeting of the 7th board of supervisors on December 31, 2021. The meeting deliberated and adopted the proposal on replacing self raised funds invested in raised projects in advance with funds raised from non-public development banks, It is agreed that the company will use the raised funds totaling 190.9138 million yuan to replace the self raised funds that have been invested in the raised projects in advance. The replacement time of the company’s raised funds is less than 6 months from the arrival time of the raised funds, which meets the requirements of relevant laws and regulations. The company’s self raised funds invested in the raised investment projects in advance with the raised funds meet the relevant provisions of 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 measures for the management of the raised funds of listed companies of Shanghai Stock exchange (revised in 2013) and the company’s raised funds management system, There is no conflict with the implementation plan of the investment project with raised funds. This replacement does not change the purpose of the raised funds and damage the interests of the company and all shareholders, especially the minority shareholders, and does not affect the normal progress of the investment project with raised funds. 5、 Description of special opinions
(i) Opinions of independent directors
The company uses the raised funds to replace the self raised funds invested in the raised investment projects in advance, which is conducive to improving the use efficiency of the raised funds and in line with the interests of the company and all shareholders. The replacement of the raised funds does not conflict with the implementation plan of the raised investment project, does not affect the normal progress of the raised investment project, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of the company and all shareholders, especially all shareholders. The company’s replacement of the raised funds is less than six months from the time of receipt of the raised funds, has fulfilled the corresponding approval procedures, and meets the requirements of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, and the measures for the management of the raised funds of listed companies on the Shanghai Stock Exchange (revised in 2013).
（2） Opinions of the board of supervisors
The company’s use of the raised funds to replace the self raised funds invested in the raised investment project in advance is based on the actual payment required for the construction of the raised investment project, which is conducive to ensuring the smooth progress of the raised investment project and conforms to the use plan of the raised funds. There is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. The replacement time of the raised funds is less than six months from the time of receipt of the raised funds, which meets the requirements of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, and the measures for the management of the raised funds of listed companies of Shanghai Stock Exchange (revised in 2013). （3） Opinions on assurance report issued by accounting firm
Huaxing Certified Public Accountants (special general partnership) conducted a special audit on the company’s use of raised funds to replace the self raised funds invested in the raised funds investment project in advance, and issued the assurance report on Fujian Furi Electronics Co.Ltd(600203) self raised funds invested in the raised funds investment project in advance (Huaxing zhuanzi [2021] No. 21000370392), It is considered that the special instructions on pre investment of raised funds in investment projects with self raised funds issued by the board of directors of the company comply with 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 measures for the management of raised funds of listed companies of Shanghai Stock Exchange (2013)
The relevant provisions of the “revised in” fairly reflect the actual situation of your company’s investment projects with raised funds in advance with self raised funds as of December 1, 2021 in all major aspects.
（4） Verification opinions of the recommendation institution
The sponsor believes that: Fujian Furi Electronics Co.Ltd(600203) replacing the self raised funds invested in the raised investment project in advance with the raised funds has not been more than 6 months since the arrival of the raised funds, and has been deliberated and adopted at the 12th interim meeting of the seventh board of directors and the fourth interim meeting of the seventh board of supervisors in 2021. All independent directors of Fujian Furi Electronics Co.Ltd(600203) have expressed their explicit consent to the proposal, Huaxing Certified Public Accountants (special general partnership) conducted special verification and issued the assurance report on Fujian Furi Electronics Co.Ltd(600203) pre investment of raised funds in investment projects with self raised funds (Huaxing zhuanzi [2021] No. 21000370392), and fulfilled the necessary procedures. The replacement of raised funds meets the requirements 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 stock listing rules of Shanghai Stock Exchange, the measures for the administration of raised funds by listed companies of Shanghai Stock Exchange (revised in 2013), and other relevant provisions, There is no inconsistency with the use plan of the raised funds, no disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
Therefore, the sponsor has no objection to Fujian Furi Electronics Co.Ltd(600203) replacing the self raised funds invested in the raised investment project in advance with the raised funds.
6、 Online announcement document
(i) Assurance report on Fujian Furi Electronics Co.Ltd(600203) investment projects invested with raised funds in advance with self raised funds issued by Huaxing Certified Public Accountants (special general partnership) (Huaxing zhuanzi [2021] No. 21000370392).
（2） Verification opinions of China Industrial Securities Co.Ltd(601377) on Fujian Furi Electronics Co.Ltd(600203) using raised funds to replace self raised funds invested in raised projects in advance issued by China Industrial Securities Co.Ltd(601377) . It is hereby announced.
Fujian Furi Electronics Co.Ltd(600203) board of directors January 4, 2022
