Securities code: 688285 securities abbreviation: China Railway High-Speed Electrification Equipment Corporation Limited(688285) Announcement No.: 2022-003 China Railway High-Speed Electrification Equipment Corporation Limited(688285)
Announcement on using part of the raised funds to provide loans to holding subsidiaries to implement 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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
China Railway High-Speed Electrification Equipment Corporation Limited(688285) (hereinafter referred to as "the company" or " China Railway High-Speed Electrification Equipment Corporation Limited(688285) ") convened the ninth meeting of the second board of directors and the seventh meeting of the second board of supervisors on December 30, 2021, deliberated and adopted the proposal on using part of the raised funds to provide loans to holding subsidiaries to implement raised investment projects, It is agreed that the company will use part of the raised funds to provide loans to Baoji baodeli Electrical Equipment Co., Ltd. (hereinafter referred to as "baodeli"), a holding subsidiary, for the implementation of the "intelligent manufacturing project of high-speed railway catenary equipment". The interest rate of the loan is finally determined as 3.5% according to the market situation. The loan term is no more than 12 months from the date of actual loan. It can be automatically renewed or repaid in advance after maturity. The above matters do not need to be submitted to the general meeting of shareholders for deliberation. The independent directors, the board of supervisors and the sponsor China Securities Co.Ltd(601066) Securities Co., Ltd. (hereinafter referred to as the "sponsor") have expressed clear consent.
1、 Basic information of raised funds
With the approval of the reply on Approving the registration of China Railway High-Speed Electrification Equipment Corporation Limited(688285) initial public offering of shares (zjxk [2021] No. 2319) issued by the China Securities Regulatory Commission, the company issued 94.1 million RMB common shares (A shares) for the first time, with an issue price of 7.18 yuan per share and a total raised capital of 675638000.00 yuan; After deducting the issuance expenses of RMB 40248372.94 (excluding value-added tax), the actual net amount of funds raised is RMB 635389627.06. All the above raised funds have been received and approved
Daxin Certified Public Accountants (special general partnership) verified and issued the capital verification report dxyz [2021] No. 1-10014 on October 15, 2021. The company has managed the special account for the raised funds and signed the tripartite supervision agreement on the storage of the special account for raised funds with the deposit bank of the special account for raised funds and the recommendation institution.
2、 Investment projects with raised funds
As the net amount of funds actually raised in this public offering is 635389600 yuan, which is less than 78329600 yuan to be invested, in order to ensure the smooth implementation of the investment projects with raised funds and improve the use efficiency, combined with the actual situation of the company, the company held the eighth meeting of the second board of directors and the sixth meeting of the second board of supervisors on November 5, 2021, The proposal on adjusting the amount of raised funds to be invested in investment projects with raised funds was deliberated and adopted respectively. The company adjusts the amount of raised funds used by each raised investment project. For details, see the announcement on adjusting the amount of raised funds to be invested in raised funds investment projects (Announcement No. 2021-004) disclosed by the company on November 6, 2021. The specific distribution adjustment is as follows:
Unit: 10000 yuan
Project Name: the project was originally planned to be put into use after adjustment
No. 1 total investment amount raised fund amount collective fund investment amount entity
12366.5212366.5210031.40 high speed railway
1 high speed railway OCS installation
Prepare intelligent manufacturing project 4754.794754.793856.96 Baudry
Rail transit power supply equipment high speed railway
2. Smart industrial park construction project 31701.8031701.8025715.69 electrical
order
3. R & D center construction project 13506.4910956.12 high speed railway
electrical
4. Supplement working capital and return 16000.0016000.0012978.79 high speed railway
Loan electric
Total 78329.6078329.6063538.96-
3、 The use of some raised funds to provide loans to holding subsidiaries this time
The company plans to provide baodeli with a loan of 38569637.08 yuan to implement the above "intelligent manufacturing project of high-speed railway catenary equipment". The loan interest rate provided by the company to baodeli is finally determined to be 3.5% according to the market conditions after full negotiation between both parties. The loan term is no more than 12 months from the date of actual loan. According to the actual needs of project construction, it can be automatically renewed or repaid in advance.
4、 Basic information of loan object
Company name: Baoji baodeli Electrical Equipment Co., Ltd
Company type: limited liability company (Sino foreign joint venture)
Unified social credit Code: 916103006611992135
Registered address: No. 196, Gaoxin Avenue, high tech Development Zone, Baoji City, Shaanxi Province
Legal representative: Chang Zhanchao
Registered capital: RMB 80 million
Date of establishment: August 1, 2007
Business scope: design, manufacture and service of railway catenary system equipment, urban rail transit power supply system equipment and power fittings; Production of communication equipment, power supply equipment, high and low voltage electrical equipment and accessories, metal steel structures, construction tools and non-ferrous metal castings; Selling self-produced products; New product business R & D; Material trade; Product technical consultation and training services; Self operated and acting as an agent for the import and export business of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state) (for the projects subject to approval according to law, the business activities can be carried out only with the approval of relevant departments)
Shareholders: China Railway High-Speed Electrification Equipment Corporation Limited(688285) , 95.00% of capital contribution; Bunomi Eugenio company, with a contribution ratio of 5.00%.
5、 Purpose of the loan and its impact on the company
The loan provided to baodeli, a holding subsidiary, is based on the need to promote the construction of investment projects with raised funds, in line with the use plan of raised funds, and there is no change in the use of raised funds in a disguised manner. After this loan, baodeli's capital strength will be further improved, which is conducive to its business development and long-term planning, and in line with the interests of the company and all shareholders. China Railway High-Speed Electrification Equipment Corporation Limited(688285) holds 95.00% equity of baodeli and can actually control baodeli. The interest rate of baodeli's loan from the company has been fully negotiated by both parties and determined according to the market conditions. The company's loan from baodeli does not infringe the interests of the listed company.
6、 Management of raised funds after the loan is provided
According to 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 application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and the company's raised funds management system, after the raised funds invested from the subsidiary baodeli by borrowing are in place, It will be deposited in the special account for raised funds opened by the subsidiary. Baodeli has signed the tripartite supervision agreement for raised funds with the sponsor and the deposit bank as required to ensure the effective implementation of the supervision of raised funds.
7、 Relevant deliberations and special opinions
(i) Deliberations of the board of directors and the board of supervisors
The company held the 9th meeting of the 2nd board of directors and the 7th Meeting of the 2nd board of supervisors on December 30, 2021, deliberated and approved the proposal on using part of the raised funds to provide loans to holding subsidiaries to implement raised investment projects, and agreed that the company would borrow 38569637.08 yuan from baodeli to implement the above "intelligent manufacturing project of high-speed railway catenary equipment". After full negotiation between both parties, the loan interest rate of baodeli from the company is finally determined as 3.5% according to the market conditions. The loan term is no more than 12 months from the date of actual loan. According to the actual needs of project construction, it can be automatically renewed or repaid in advance. At the same time, all independent directors of the company also expressed explicit consent to the matter.
（2） Opinions of independent directors
The independent directors believe that the loan provided to the holding subsidiaries is carried out for the construction of raised investment projects, which is conducive to meeting the capital needs of raised investment projects, reducing project financing costs and ensuring the smooth implementation of raised investment projects. After the completion of this loan, baodeli's capital strength and operating ability will be further improved, which will contribute to the company's business development and long-term planning and meet the interests of the company and all shareholders. During the period when the company provides loans to its holding subsidiaries, it has control over its production, operation and management activities, the financial risk is very small and within the controllable range, and the possibility of bad debts caused by loans is very small.
Baodeli has opened a special account for raised funds and signed a tripartite supervision agreement on raised funds with the sponsor and the deposit bank as required to ensure the effective implementation of the supervision of raised funds. Therefore, all independent directors unanimously agree that the company will use part of the raised funds to provide loans to its holding subsidiaries to implement the raised investment projects.
（3） Opinions of the board of supervisors
The board of supervisors considered that the loan provided to the holding subsidiary is carried out for the construction of the raised investment project, which is conducive to the smooth implementation of the raised investment project. After the completion of the loan, baodeli's capital strength and operating ability will be further improved, which is conducive to the company's business development and long-term planning, and in line with the interests of the company and all shareholders, Baodeli has opened a special account for raised funds and signed a tripartite supervision agreement on raised funds with the sponsor and the deposit bank as required to ensure the effective implementation of the supervision of raised funds. The company has control over its production, operation and management activities during the period of providing loans to the holding subsidiary, the financial risk is very small and within the controllable range, and the possibility of bad debts caused by loans is very small. It is agreed that the company will use part of the raised funds to provide loans to the holding subsidiary to implement the raised investment project.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's use of part of the raised funds to provide loans to its holding subsidiaries for the implementation of raised investment projects has been deliberated and adopted at the ninth meeting of the second board of directors and the seventh meeting of the second board of supervisors, and the independent directors have expressed clear consent, The matter complies with the relevant provisions of 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 the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the articles of association and other relevant provisions, and has fulfilled the necessary approval procedures. The company's use of part of the raised funds to provide loans to its holding subsidiaries is carried out for the construction of raised investment projects, which is conducive to the smooth implementation of raised investment projects. The company does not change the use of raised funds in a disguised manner, does not affect the normal progress of the investment plan of raised funds, and does not damage the interests of the company and shareholders.
In conclusion, the recommendation institution has no objection to the company's use of part of the raised funds to provide loans to its holding subsidiaries to implement the raised investment project.
It is hereby announced.
China Railway High-Speed Electrification Equipment Corporation Limited(688285) board of directors January 4, 2022
