China Securities Co.Ltd(601066)
About Shandong Dongyue Organosilicon Materials Co.Ltd(300821)
Verification opinions on fund adjustment between raised investment projects and extension of raised investment projects
China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities" or "recommendation institution") as a recommendation institution for initial public offering and listing of Shandong Dongyue Organosilicon Materials Co.Ltd(300821) (hereinafter referred to as " Shandong Dongyue Organosilicon Materials Co.Ltd(300821) " or "company"), in accordance with the administrative measures for recommendation business of securities issuance and listing and the guidelines for recommendation of listed companies of Shenzhen Stock Exchange issued by CSRC According to the requirements of relevant laws and regulations, such as the Listing Rules of Shenzhen Stock Exchange on the gem (revised in 2020), the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020), the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the fund adjustment between Shandong Dongyue Organosilicon Materials Co.Ltd(300821) raised investment projects and the extension of raised investment projects have been verified, The details are as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Shandong Dongyue Organosilicon Materials Co.Ltd(300821) initial public offering of shares (zjxk [2020] No. 272) issued by the China Securities Regulatory Commission, the company publicly issued 300000 ordinary shares in RMB, with a par value of 1.00 yuan per share and an issue price of 6.90 yuan per share. The total amount of funds raised was 207000000000 yuan. After deducting the issuance expenses, the net amount of funds actually raised was 198584846698 yuan. Tianjian Certified Public Accountants (special general partnership) has verified the availability of funds raised by the company's initial public offering on March 9, 2020, and issued the capital verification report of "tianjianyan [2020] No. 7-7".
In order to standardize the management of the company's raised funds, the company opened a special account for the raised funds, implemented the special account management for the raised funds, and signed a tripartite supervision agreement for the raised funds with the bank and the sponsor. As of February 28, 2022, the use of the company's raised funds for investment projects is as follows:
Unit: RMB 10000
Project name total investment amount of raised funds planned cumulative investment amount of remaining raised funds
300000 t / a silicone monomer and
200000 t / a silicone downstream product 298074021605848516491032 2.21 deep processing project
Energy saving and environmental protection of silicone monomer unit 498 Fawer Automotive Parts Limited Company(000030) China High-Speed Railway Technology Co.Ltd(000008) 398692189312 technical transformation project
Silicone R & D center project 20 China High-Speed Railway Technology Co.Ltd(000008) 0 Shenzhen Nanshan Power Co.Ltd(000037) 1294442929
Total 3678740219858485177021952632462
2、 Specific conditions and reasons for fund adjustment between raised investment projects
1. Details of fund adjustment between raised investment projects
The company's "300000 t / a silicone monomer and 200000 t / a silicone downstream product deep processing project" plans to invest a total of 29807402 million yuan, including 16058485 million yuan of raised funds. As of February 28, 2022, the raised funds of the project have been basically used up. The company plans to give priority to the construction of "300000 t / a silicone monomer and 200000 t / a silicone downstream product deep processing project" with the raised fund of 218931200 yuan not yet invested in the "silicone monomer device energy conservation and environmental protection technical transformation project", and the actual adjustment amount shall be subject to the account balance at the time of transfer after being deliberated and approved by the general meeting of shareholders.
This adjustment does not involve changes in the implementation subject, implementation location and total investment of the raised funds, nor does it involve re filing and approval with relevant departments.
2. Reasons for fund adjustment between raised investment projects
The listed companies will invest in the construction projects listed on the gem according to the priority of the IPO. Combined with the overall project construction planning and implementation progress, in order to ensure that the "300000 t / a silicone monomer and 200000 t / a silicone downstream product deep processing project" under the normal production and operation of the company can be put into operation as soon as possible, considering the site restrictions in the park and the pressure of floating personnel on the epidemic prevention and control of the company, The company will carry out the follow-up construction of the "energy saving and environmental protection technical transformation project of silicone monomer device" after the "300000 t / a silicone monomer and 200000 t / a silicone downstream product deep processing project" reaches the predetermined serviceable state.
In order to improve the use efficiency of the raised funds, based on the principle of reasonable, scientific and prudent use of the raised funds, the company gives priority to the construction and use of the "300000 t / a silicone monomer and 200000 t / a silicone downstream product deep processing project" with the raised funds of 218931200 yuan not invested in the "silicone monomer device energy conservation and environmental protection technical transformation project". After the adjustment, the balance of the special fund-raising account of the "energy conservation and environmental protection technical transformation project of silicone monomer unit" is RMB 0 million. The company will timely go through the cancellation procedures of the special fund-raising account, and the subsequent construction funds of the project will be paid by the company's own funds.
3、 Specific conditions and reasons for the delay of raised investment projects
1. Specific conditions of project extension with raised capital
In combination with the actual construction and investment progress of the company's fund-raising projects, the time for the project to reach the expected usable state is adjusted. The specific conditions are as follows:
The project name can reach the predetermined level before adjustment and reach the predetermined level after adjustment
Use status time use status time
300000 t / a silicone monomer and 200000 t / a silicone March 2022 September 2022
Downstream products deep processing project
Energy saving and environmental protection technical transformation project of silicone monomer unit September 2022-
Silicone R & D center project March 2022 September 2022
2. Reasons for delay of raised investment projects
Since the commencement of the company's fund-raising project, the impact of covid-19 epidemic has continued, and the global trade and supply chain have been affected to varying degrees. Due to the rapid development of industry technology and downstream application fields, the customer demand has changed to some extent, which puts forward higher requirements for the improvement of production equipment and technical process. Therefore, the company is more cautious in the selection and procurement of relevant equipment; Some equipment needs customized production, and the procurement cycle is long. Affected by the above factors, the company's raised investment projects cannot reach the predetermined usable state within the planned time.
After careful study, it is decided to postpone the raised investment project.
The "300000 t / a silicone monomer and 200000 t / a silicone downstream product deep processing project" has entered the trial production stage at the end of December 2021. The company has arranged the trial production process in stages according to the product process and production process. The 300000 t / a silicone monomer device has successfully produced qualified silicone ring products on January 31, 2022, The company actively promotes the trial production of 200000 t / a deep processing device for silicone downstream products. Up to now, in addition to vinyl silicone oil workshop and gas-phase silica workshop, the company has run through other process flow pilot production work.
In order to ensure that the "300000 t / a silicone monomer and 200000 t / a silicone downstream product deep processing project" can be put into operation as soon as possible under the normal production and operation of the company, the site restrictions in the park and the pressure of floating personnel on the epidemic prevention and control of the company are considered. The company will carry out the follow-up construction of the "energy saving and environmental protection technical transformation project of silicone monomer device" after the "300000 t / a silicone monomer and 200000 t / a silicone downstream product deep processing project" reaches the predetermined usable state, and the construction funds of the follow-up project will be paid by the company's own funds.
4、 Impact of fund adjustment between raised investment projects and extension of raised investment projects on the company
1. Impact of fund adjustment between raised investment projects on the company
Based on the actual construction situation of the project, in order to improve the use efficiency of the raised funds and optimize the fund structure of the company, the company has carefully studied and decided that this adjustment does not involve the adjustment of the construction plan of the raised investment project, the implementation subject, implementation location and total investment of the raised funds remain unchanged, and there is no damage to the interests of the company and shareholders, It will not have a significant adverse impact on the company's current and future production and operation, and is in line with the company's long-term development plan.
2. Impact on the company caused by the delay of raised investment projects
The extension of the raised investment project is a prudent decision made according to the actual implementation of the project. The extension of the project does not change the content of the project, the total investment of the raised investment project and the implementation subject, will not have a substantive impact on the implementation of the raised investment project, will not have an adverse impact on the normal operation of the company, and is in line with the long-term development plan of the company.
5、 Review and approval procedures and relevant opinions
(I) deliberations of the board of directors
On March 21, 2022, the sixth meeting of the second board of directors of the company deliberated and approved the proposal on fund adjustment and extension of raised investment projects. The raised funds of the company's raised investment project "300000 t / a silicone monomer and 200000 t / a silicone downstream product deep processing project" have been basically used up, According to the implementation progress of the raised investment project and the disclosure in the prospectus for initial public offering and listing on the gem, combined with the actual situation, and after careful research, the company plans to give priority to the use of the "300000 t / a silicone monomer and 200000 t / a silicone downstream product deep processing project" for the raised funds that have not been invested in the "silicone monomer device energy conservation and environmental protection technical transformation project", and postpone the raised investment project, The board of directors agreed to the above matters.
(II) deliberation opinions of the board of supervisors
On March 21, 2021, the sixth meeting of the second board of supervisors of the company deliberated and approved the proposal on fund adjustment and extension of raised investment projects. The fund adjustment and extension of raised investment projects of the company is a reasonable arrangement made by the company after careful research according to the actual implementation of raised investment projects, which is in line with the current operation situation of the company, and there is no disguised change in the investment direction of raised funds, It will not have a significant adverse impact on the normal operation of the company, and there are no other circumstances damaging the interests of shareholders. This matter has fulfilled the necessary procedures, complies with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 - standardized operation of GEM listed companies, and meets the needs of the company's long-term development. Therefore, the board of supervisors agrees to the fund adjustment between the company's raised investment projects and the extension of raised investment projects.
(III) opinions of independent directors
The independent directors of the company believe that the fund adjustment and extension of the raised investment project of the company is a reasonable arrangement made by the company after careful research according to the actual implementation of the raised investment project, which is in line with the current operation situation of the company. There is no disguised change in the investment direction of the raised funds, which will not have a significant adverse impact on the normal operation of the company, and there are no other situations that damage the interests of shareholders, especially small and medium-sized shareholders. The matter has fulfilled the necessary procedures and complied with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies. The independent directors unanimously agreed to this proposal. 6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that: Shandong Dongyue Organosilicon Materials Co.Ltd(300821) the fund adjustment between the raised investment projects and the extension of the raised investment projects have been deliberated by the board of directors and the board of supervisors, all independent directors have expressed their independent opinions with explicit consent, fulfilled the necessary internal decision-making procedures, and complied with the measures for the administration of listed recommendation business of the securities development bank and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange Relevant provisions of laws, regulations and normative documents such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies. The fund adjustment between raised investment projects and the extension of raised investment projects are made according to the actual situation of the project. There is no situation that damages the interests of shareholders and will not have an adverse impact on the normal operation of the company, which is in line with the long-term development plan of the company.
The sponsor will continue to pay attention to the use of the company's subsequent raised funds, urge the company to ensure that the decision-making procedures for the use of raised funds are legal and compliant, earnestly perform the responsibilities and obligations of the sponsor, and protect the interests of all shareholders of the company. To sum up, the sponsor has no objection to the fund adjustment and extension of Shandong Dongyue Organosilicon Materials Co.Ltd(300821) this raised investment project.
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(there is no text on this page, which is only the signature and seal page of China Securities Co.Ltd(601066) verification opinions on fund adjustment between Shandong Dongyue Organosilicon Materials Co.Ltd(300821) raised investment projects and extension of raised investment projects)
Sponsor representative (signature):
Liu Jianliang, Luo Guijun
China Securities Co.Ltd(601066) mm / DD / yyyy
