Sinolink Securities Co.Ltd(600109)
About Sichuan Tianwei Electronic Co.Ltd(688511)
Verification opinions on the implementation location of some newly raised capital investment projects
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) " or "sponsor") as a sponsor of Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as " Sichuan Tianwei Electronic Co.Ltd(688511) " or "company") for initial public offering and listing on the science and innovation board and continuous supervision, In accordance with 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 (revised in 2022), 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 measures for the continuous supervision of listed companies on the science and Innovation Board (Trial), Checked the implementation location of Sichuan Tianwei Electronic Co.Ltd(688511) newly increased part of the raised funds investment project, and the specific conditions are as follows:
1、 Basic information of raised funds and projects invested with raised funds
(I) basic information of raised funds
With the approval of China Securities Regulatory Commission on Approving the registration of Sichuan Tianwei Electronic Co.Ltd(688511) initial public offering of shares (zjxk [2021] No. 1969), the company publicly issued 20 million RMB common shares (A shares) to the public, with a par value of 1 yuan per share, an issuing price of 28.09 yuan per share and a total raised capital of 56.18 million yuan, The net amount after deducting the issuance tax is RMB 50.854 million.
As of July 26, 2021, the net amount of the company's raised funds of 508544 million yuan has been fully in place, and Sichuan Huaxin (Group) accounting firm (special general partnership) has verified the availability of the company's raised funds, and issued the capital verification report "Chuan Hua Xin Yan (2021) No. 0060". The company carried out special account storage management for the above raised funds in accordance with the regulations, and signed the tripartite supervision agreement on special account storage of raised funds with the recommendation institution and the supervision Bank of special account for raised funds.
(II) investment projects with raised funds
According to the prospectus of Sichuan Tianwei Electronic Co.Ltd(688511) initial public offering and listing on the science and innovation board and the net amount of funds actually raised by the company, after the company adjusts the amount of funds raised by each raised investment project, the investment amount of each raised investment project is as follows:
Unit: RMB 10000
No. project name total project investment planned investment amount of raised funds
1. Upgrading project of new fire extinguishing and explosion suppression system 16884231650827
2 high reliability core component industrialization project 14296311397798
3 Sichuan Tianwei Electronic Co.Ltd(688511) R & D center construction project 883202863536
4. Supplementary working capital 12 Ping An Bank Co.Ltd(000001) 173280
Total 52012565085440
2、 The implementation location of the newly increased part of the raised funds investment project
In combination with the progress of the raised investment project and the development requirements of the company's business form, the company will add the implementation location of the "new fire and explosion suppression system upgrading project", that is, on the basis of the original implementation location of "new plant on the existing site of the company at No. 233, Wulian 1st Road, Shuangliu District, Chengdu, Sichuan Province", the implementation location of the raised investment project will be "existing plant of the company at No. 233, Wulian 1st Road, Shuangliu District, Chengdu, Sichuan Province". The details are as follows:
Before and after the change of raised investment project
Wulian-1, Shuangliu District, Chengdu City, Sichuan Province the company's new fire-fighting and explosion suppression system upgrading project at the existing site of No. 233, Wulu Road, Shuangliu District, Chengdu City, Sichuan Province and the new plant at the existing site of No. 233, Lianyi road; The existing plant of the company, No. 233, Wulian 1st Road, jianchangfang, Shuangliu District, Chengdu, Sichuan Province
The implementation site of the new raised investment project of the "new fire and explosion suppression system upgrading project" is the company's existing plant, which is located in the same plant as the original implementation site, and the company legally owns its ownership and use right. Except for the increased implementation location of the above raised investment projects, there are no changes in the implementation subject, investment amount and construction content of the company's raised investment projects.
3、 Reasons and impacts of the implementation location of the newly increased part of the raised funds investment project
(I) reasons for the implementation location of the newly increased part of the raised funds investment project
The capital raising investment project of the new implementation site is the upgrading project of the new fire extinguishing and explosion suppression system. Because the project needs to build a new plant, the company plans to add the implementation site of the project in order to optimize the company's resource allocation, speed up the construction and implementation of the capital raising investment project and actively promote the equipment procurement after comprehensively considering the company's industry and market development and combined with the company's business development plan, The new implementation site is located in the existing plant area of the company in Shuangliu District, Chengdu City, Sichuan Province, which is located in the same plant area as the original implementation site. The company has the ownership and use right of the plant involved in the new implementation site.
(II) impact of the newly added part of the raised funds on the implementation location of the investment project
1. The implementation location of the new fire suppression and explosion suppression system upgrading project does not constitute a change in the purpose of the company's raised funds, and the construction content and mode of the project invested by the raised funds have not changed, which has no significant impact on the implementation progress of the project;
2. In addition to the new project implementation location, the company has not changed the investment direction, technical scheme, implementation subject and implementation method of the project invested with raised funds, which will not have a substantive impact on the project invested with raised funds. There is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders, which is in line with the actual situation of the company and the needs of project operation and the strategic planning arrangement of the company.
The implementation location of the new raised capital investment project is conducive to improve the use efficiency of raised funds, better implement the raised capital investment projects of the company, optimize the resource allocation of the company, improve the overall planning and layout of the company, and will not have an adverse impact on the normal production and operation of the company.
4、 Decision making procedures for performance
(I) deliberations of the board of directors
The company held the 12th meeting of the first board of directors on March 25, 2022, deliberated and approved the proposal on the implementation location of some newly raised capital investment projects, and agreed to increase the implementation location of the new fire suppression and explosion suppression system upgrading project to "the existing plant of the company at 233 Wulian 1st Road, Shuangliu District, Chengdu City, Sichuan Province". This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(II) opinions of independent directors
The independent directors of the company believe that the new implementation location of the company's "new fire and explosion suppression system upgrading project" is a careful adjustment based on the actual situation of the company, which is in line with the actual business needs of the company, is conducive to improving the use efficiency of raised funds, does not harm the interests of shareholders, and is in line with the development strategy of the company. Moreover, the new implementation place has been deliberated and adopted at the 12th meeting of the first board of directors, and the necessary procedures have been performed, Comply with the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the measures for the continuous supervision of listed companies on the science and innovation board (for Trial Implementation), 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 management system for raised funds, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree to the proposal on the implementation location of some newly raised capital investment projects.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the issue of the implementation location of the new part of the Sichuan Tianwei Electronic Co.Ltd(688511) raised funds investment project has been deliberated and approved by the board of directors of the company, and the independent directors have also expressed their consent on the issue, which is in line with relevant laws and regulations and has performed the necessary procedures. The new implementation location of the company conforms to the actual situation of the company, does not change the investment direction and content of the raised funds, will not have a substantive impact on the investment projects of the raised funds, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of the shareholders of the company, which is conducive to accelerating the implementation progress of the investment projects of the raised funds and in line with the interests of all shareholders of the company. In conclusion, Sinolink Securities Co.Ltd(600109) has no objection to the implementation location of the new part of Sichuan Tianwei Electronic Co.Ltd(688511) "new fire suppression system upgrading project".
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(there is no text on this page, which is the signature and seal page of Sinolink Securities Co.Ltd(600109) opinions on the verification of the implementation site of Sichuan Tianwei Electronic Co.Ltd(688511) newly increased part of the raised funds investment project). Sponsor representative:
Hu Hongbo, Tang Hong
Sinolink Securities Co.Ltd(600109) mm / DD / yyyy
