China Industrial Securities Co.Ltd(601377)
About Fujian Furi Electronics Co.Ltd(600203)
The verification opinion China Industrial Securities Co.Ltd(601377) (hereinafter referred to as ” China Industrial Securities Co.Ltd(601377) ” or “recommendation institution”) on replacing the self raised funds invested in the raised investment project in advance with the raised funds is used as the recommendation institution for the non-public offering of Fujian Furi Electronics Co.Ltd(600203) (hereinafter referred to as ” Fujian Furi Electronics Co.Ltd(600203) ” or “company”), in accordance with the administrative measures for listing recommendation business of the securities issuing bank The guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the measures for the management of raised funds by listed companies of Shanghai Stock Exchange (revised in 2013) and other relevant laws and regulations have verified Fujian Furi Electronics Co.Ltd(600203) the use of raised funds to replace self raised funds invested in raised projects in advance. The verification results are as follows: 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, including an increase of paid in capital (share capital) of RMB 136540962.00; The capital reserve was increased by 893683988.10 yuan. 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 is 2020047.72 yuan, which is other issuance expenses and will be transferred out when the raised funds are used to replace the self raised funds invested in advance. All shareholders of newly added RMB common shares (A shares) contribute in monetary capital. 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. The company has carried out special account storage management for the raised funds in accordance with the regulations. 2、 Investment projects committed to raising funds in the issuance documents
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 66891.4756300.00 project of Guangdong Enoch Communication Co., Ltd
2. TWS intelligent manufacturing 18787.2517200.00 construction project of Shenzhen Zhongnuo Communication Co., Ltd
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. After the raised funds are in place, if the actual net amount of raised funds after deducting the issuance expenses is less than the total amount of raised funds to be invested in the above projects, the company will adjust and finally determine the investment content, priority order and specific investment amount of each project according to the actual net amount of raised funds and the actual situation of the above projects, The shortage of raised funds shall be solved by the company with self raised funds. 3、 Pre investment of self raised funds into projects invested with 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. The details are as follows:
Unit: RMB 10000
S / n project name proposed investment of raised funds self raised funds pre proposed replacement of raised funds
1 terminal 56300.008342.268342.26 intelligent manufacturing project of Guangdong Enoch Communication Co., Ltd
2. 17200.00749.12749.12tws intelligent manufacturing construction project of Shenzhen Zhongnuo Communication Co., Ltd
3. Repayment of corporate bonds 10000.0010000.0010000.00
4. Supplementary working capital 21500.00
Total 105000.0019091.3819091.38
4、 Internal decision-making procedures for the replacement of raised funds
The matters related to the company’s replacement of self raised funds invested in projects with raised funds have been deliberated and approved at the 12th interim meeting of the 7th board of directors and the 4th interim meeting of the 7th board of supervisors in 2021 held on December 31, 2021, and all independent directors of the company have also expressed explicit consent to the matter. 5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The issue of 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 time 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 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.
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