China Industrial Securities Co.Ltd(601377) verification opinions on the settlement of Fujian Forecam Optics Co.Ltd(688010) some raised investment projects and the permanent supplement of surplus raised funds to working capital
China Industrial Securities Co.Ltd(601377) (hereinafter referred to as " China Industrial Securities Co.Ltd(601377) " and "sponsor") as the sponsor of Fujian Forecam Optics Co.Ltd(688010) (hereinafter referred to as " Fujian Forecam Optics Co.Ltd(688010) ") initial public offering of shares and listing on the science and innovation board in the continuous supervision stage, According to the measures for the administration of securities issuance and listing recommendation business, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, 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 guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation And other relevant laws, regulations and normative documents, carefully and prudently verified the closing of Fujian Forecam Optics Co.Ltd(688010) part of the raised investment projects and the permanent supplement of the surplus raised funds to the working capital, and issued the following verification opinions:
1、 Raised funds
(I) basic information of raised funds
According to the reply on Approving the registration of Fujian Forecam Optics Co.Ltd(688010) initial public offering of shares (zjxk [2019] No. 1166) issued by the China Securities Regulatory Commission on July 1, 2019, Fujian Forecam Optics Co.Ltd(688010) was approved to issue 38.8 million ordinary shares of RMB to the public, with an issue price of RMB 25.22 per share and a total raised capital of RMB 97853 Shanghai Pudong Development Bank Co.Ltd(600000) , After deducting various issuance expenses of RMB 6083954397 (excluding tax), the net amount of funds actually raised is RMB 91769645603. The above raised funds have been verified by Fujian Huaxing Certified Public Accountants (special general partnership) and issued the capital verification report (mhxs (2019) YZ No. g-003).
Fujian Forecam Optics Co.Ltd(688010) a special account storage system has been adopted for the raised funds, and all the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors Fujian Forecam Optics Co.Ltd(688010) signed a supervision agreement on the special account for raised funds with the recommendation institution and the bank storing the raised funds to supervise the storage and use of the raised funds. (II) use of raised funds
Fujian Forecam Optics Co.Ltd(688010) raised funds investment projects and use plans of raised funds are as follows:
Unit: RMB 10000
S / n project name implementation subject project total investment and raised funds
Capital investment
Intelligent full spectrum precision lens Fujian Forecam Optics Co.Ltd(688010) , Fujian
1. Manufacturing base project (phase I): Fuguang Tiantong optics Co., Ltd. 48067563803891
2 AI optical sensing device research and development and Fujian Fuguang tiantongguang 11425941056103 industrialization construction project science Co., Ltd
3. Construction project of precision and ultra precision optical processing Fujian Forecam Optics Co.Ltd(688010) 1650780 Experimental Center
4. Industrialization construction of prism cold processing Fujian Fuguang tiantongguang 626.90 project science Co., Ltd
Total 76628206573464
1. Fujian Forecam Optics Co.Ltd(688010) at the 10th meeting of the second board of directors and the 7th Meeting of the second board of supervisors held on August 16, 2019, the proposal on using raised funds to replace self raised funds invested in advance, the proposal on using raised funds to increase capital and provide loans to wholly-owned subsidiaries to implement raised investment projects, and the proposal on using temporarily idle raised funds for cash management were considered and adopted, The following resolutions are made:
(1) It is agreed that Fujian Forecam Optics Co.Ltd(688010) use the raised funds to replace the self raised funds of RMB 311343 million that have been invested in the raised investment project in advance. Among them, the full spectrum precision lens intelligent manufacturing base project (phase I) is 30821700 yuan, and the AI optical sensing device research and industrialization construction project is 312600 yuan;
(2) It is agreed that Fujian Forecam Optics Co.Ltd(688010) plans to use the raised capital of 250 million yuan to increase the capital of Fuguang Tiantong, a wholly-owned subsidiary, and the registered capital of Fuguang Tiantong will be changed from 100 million yuan to 350 million yuan; Use the raised funds of no more than 1303891 million yuan to provide interest free loans to Fuguang Tiantong. The funds raised from this capital increase and the provision of loans will be specially used for the implementation and construction of the raised investment project of "all-optical spectrum precision lens intelligent manufacturing base project (phase I)".
(3) It is agreed that Fujian Forecam Optics Co.Ltd(688010) use the temporarily idle raised funds with the amount not exceeding RMB 80 million for cash management, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
2. Fujian Forecam Optics Co.Ltd(688010) at the 15th meeting of the second board of directors and the 9th meeting of the second board of supervisors held on February 24, 2020 and the first extraordinary general meeting of shareholders held in 2020 on March 11, 2020, the proposal on using the over raised funds for the construction project of prism cold processing industrialization was deliberated and adopted, It is agreed that Fujian Forecam Optics Co.Ltd(688010) will use the over raised funds of RMB 326506 million to invest in the construction of prism cold processing industrialization project. 3. Fujian Forecam Optics Co.Ltd(688010) at the 17th meeting of the second board of directors and the 11th meeting of the second board of supervisors held on April 28, 2020, the proposal on changing the implementation location of some raised investment projects and the proposal on delaying some raised investment projects were considered and adopted, and the following resolutions were formed:
(1) It is agreed that Fujian Forecam Optics Co.Ltd(688010) change the implementation location of the raised investment project "prism cold processing industrialization construction project" and extend the construction period to April 2021.
4. Fujian Forecam Optics Co.Ltd(688010) the 19th meeting of the second board of directors and the 12th meeting of the second board of supervisors held on August 14, 2020 and the second extraordinary general meeting of shareholders held on August 31, 2020 considered and approved the proposal on the use of temporarily idle raised funds for cash management, and agreed to Fujian Forecam Optics Co.Ltd(688010) use temporarily idle raised funds with an amount not exceeding 690 million yuan for cash management, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
5. Fujian Forecam Optics Co.Ltd(688010) at the 21st Meeting of the second board of directors and the 14th meeting of the second board of supervisors held on September 29, 2020, the proposal on increasing the implementation subject, implementation place and extending the construction period of some raised investment projects was considered and adopted, and the following resolutions were formed:
(1) It is agreed to add Fujian Forecam Optics Co.Ltd(688010) as the implementation subject of the raised investment project "all optical spectrum precision lens intelligent manufacturing base construction project (phase I)", the corresponding new implementation location is 158 Jiangbin East Avenue, Mawei District, Fuzhou City, Fujian Province, and extend the construction period of the project to September 2021.
(2) It is agreed to extend the construction period of the raised investment project "prism cold processing industrialization construction project" to April 2021.
6. Fujian Forecam Optics Co.Ltd(688010) held the 24th Meeting of the second board of directors and the 16th meeting of the second board of supervisors on December 30, 2020, deliberated and adopted the proposal on changing the implementation subject of some raised investment projects, and agreed to change the implementation subject of Fujian Forecam Optics Co.Ltd(688010) AI optical sensing device R & D and industrialization construction project and prism cold processing industrialization construction project from Fujian Forecam Optics Co.Ltd(688010) to Fuguang Tiantong, And Fujian Forecam Optics Co.Ltd(688010) provides interest free loan to Fuguang Tiantong.
7. Fujian Forecam Optics Co.Ltd(688010) at the 27th meeting of the second board of directors and the 17th meeting of the second board of supervisors held on April 16, 2021, the proposal on the extension of some raised investment projects was considered and adopted, and it was agreed to extend the construction period of the raised investment project "Ai optical sensing device R & D and industrialization construction project" to April 2022; The construction period of the raised investment project "construction project of precision and ultra precision machining experimental center" will be extended to March 2022.
8. Fujian Forecam Optics Co.Ltd(688010) held the 28th meeting of the second board of directors and the 18th meeting of the second board of supervisors on April 28, 2021, deliberated and adopted the proposal on closing some projects invested by raising funds and permanently replenishing the working capital with the surplus raised funds, agreed that Fujian Forecam Optics Co.Ltd(688010) will close the project invested by raising funds "prism cold processing industrialization construction project" and use the surplus raised funds to permanently replenish the working capital.
9. Fujian Forecam Optics Co.Ltd(688010) held the 31st meeting and the 2nd meeting of the 2nd board of directors on August 26, 2021
Agree to change the raised investment project "Ai optical sensing device R & D and industrialization construction project".
10. Fujian Forecam Optics Co.Ltd(688010) held the 32nd meeting and the second meeting of the second board of directors on October 8, 2021
At the 21st Meeting of the th session of the board of supervisors, the proposal on the extension of some raised investment projects was considered and approved
The construction period of the raised investment project "all optical spectrum precision lens intelligent manufacturing base project (phase I)" will be extended to 2022
September 2009.
11. Fujian Forecam Optics Co.Ltd(688010) held the third meeting of the third board of directors and the third Supervisory Committee on January 19, 2022
The third meeting of the board of directors deliberated and adopted the regulations on temporarily replenishing working capital with some idle raised funds
The proposal agrees to use idle raised funds with an amount of no more than 300 million yuan to temporarily supplement working capital
Gold is used for production and operation related to Fujian Forecam Optics Co.Ltd(688010) main business, and its service life is from the date of deliberation and approval by the board of directors
No more than 12 months.
2、 The use and savings of the raised funds of the raised investment projects settled this time
As of February 28, 2022, the fund-raising project "construction of precision and ultra precision optical processing experimental center"
The "project" has invested 1137132 million yuan of raised funds in total, and the balance payment to be paid under the signed contract is 318900 yuan,
The surplus raised fund is 577875 million yuan, as follows:
Unit: 10000 yuan
Investment estimate of raised funds the accumulated balance of raised funds to be paid has not been used the raised cash management to collect and raise funds (a) calculate the source amount of invested funds, fund amount profit and interest, net calculate the remaining amount (b) (c) (d = a-b-c) (E) (F = D + e) project investment amount
Decoration works 902.80 843.48 listing and raising 25.04 34.28
Equipment 11625001046131 listing and raising 6.85115684
Consumables 150000 66.53 listed and raised 0.00143347
218000.00 salary of listed personnel
Research, discussion 674.16577875 certificate, patent 300.00 0.00 listing and raising 0.00 300.00
Other expenses
Total 16507801137132 listing and raising 31.89510459
Note: 1. Net cash management income and interest refer to the accumulated structural deposit income and bank deposit interest received, less silver
The net amount of the bank's handling charges and the income from the purchase of financial products; The actual surplus raised funds are calculated based on the raised funds of the project on the day of fund transfer out
The remaining amount of the fund-raising fund shall prevail.
2. According to Fujian Forecam Optics Co.Ltd(688010) the fifth meeting of the second board of directors and the second meeting of the second board of supervisors held on March 6, 2019
Three meetings, the first interim meeting of 2019 held on March 21
