China Securities Co.Ltd(601066)
About Kaili Catalyst & New Materials Co.Ltd(688269)
Special verification opinions on using part of the raised funds to increase capital to wholly-owned subsidiaries and provide interest free loans to implement raised investment projects
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” securities “and” sponsor “) as a sponsor of Kaili Catalyst & New Materials Co.Ltd(688269) (hereinafter referred to as” Kaili Catalyst & New Materials Co.Ltd(688269) “and” company “) for initial public offering of shares and listing on the science and innovation board, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), and the self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, Prudently checked the matters of Kaili Catalyst & New Materials Co.Ltd(688269) using part of the raised funds to increase capital to the wholly-owned subsidiary and providing interest free loans to implement the raised investment projects. The details are as follows: I. Basic information of the raised funds
According to the reply on Approving the registration of Kaili Catalyst & New Materials Co.Ltd(688269) initial public offering issued by China Securities Regulatory Commission (zjxk [2021] No. 1396), Kaili Catalyst & New Materials Co.Ltd(688269) initial public offering of RMB common shares (A shares) was 23360000 shares, with an issue price of RMB 18.94 per share, raising a total of RMB 44243840000. After deducting the expenses related to the issuance (excluding tax) of RMB 4185681951, the net amount of Kaili Catalyst & New Materials Co.Ltd(688269) actually raised funds was RMB 40058158049. On June 3, 2021, ShineWing Certified Public Accountants (special general partnership) verified the availability of the company’s raised funds, And issued the capital verification report on the paid in capital of Kaili Catalyst & New Materials Co.Ltd(688269) initial public offering of shares (xyzh / 2021bjaa110804).
2、 Investment projects with raised funds
The company’s investment projects and use plans of raised funds are as follows:
Unit: Yuan
No. name of raised investment project total investment of main project amount of raised funds to be invested
Advanced catalytic materials and technologies
1 innovation center and industrialization construction Kaili Catalyst & New Materials Co.Ltd(688269) 320000 Ping An Bank Co.Ltd(000001) 9679083623
Design project
No. name of raised investment project total investment of main project amount of raised funds to be invested
2 rare and precious metal catalytic material shengtongchuan Kaili 250000 Ping An Bank Co.Ltd(000001) 5316725185
Industrialization project of industrial reuse
3. Supplementary working capital Kaili Catalyst & New Materials Co.Ltd(688269) 80000 Shenzhen Fountain Corporation(000005) 062349241
Total 650000 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 0058158049
Note: Tongchuan Kaili, full name Tongchuan Kaili Catalyst & New Materials Co.Ltd(688269) Material Technology Co., Ltd., the same below.
The funds actually raised in this offering do not meet all the needs of the above projects, and the insufficient part will be raised by the company itself with its own funds or through bank loans.
3、 The use of part of the raised funds to increase the capital of wholly-owned subsidiaries and provide interest free loans
According to the company’s prospectus for initial public offering and listing on the science and innovation board, the implementation subject of the company’s fund-raising project “industrialization project for the production and reuse of rare and precious metal catalytic materials” is Tongchuan Kaili, a wholly-owned subsidiary of the company. In order to promote the implementation of the fund-raising investment project, the company plans to use the raised funds of RMB 45 million to increase the capital of Tongchuan Kaili. After the capital increase is completed, The registered capital of Tongchuan Kaili will increase from 5 million yuan to 50 million yuan, and the company still holds 100% of its equity; It is proposed to use no more than RMB 1081673 million of the raised funds to provide interest free loans to Tongchuan Kaili. The specific amount is determined according to the construction progress and capital demand of the investment project with raised funds. The loan term is 2 years. The term of a single loan is calculated from the date of actual loan, which can be rolled over or repaid in advance after maturity. All the above raised funds will be used for the “industrialization project of production and reuse of rare and precious metal catalytic materials”. 4、 The capital increase and the basic information of the borrower
Company name: Tongchuan Kaili Catalyst & New Materials Co.Ltd(688269) Material Technology Co., Ltd
Date of establishment: August 7, 2018
Registered address: Weijiu Road, new material industrial park, Tongchuan City, Shaanxi Province
Registered capital: 5 million yuan (before this capital increase)
Legal representative: Wen Yongzhong
Business scope: development, production and sales of catalytic materials (except flammable, explosive and highly toxic products); Production, processing and sales of metal materials and their products; Technology development, production, sales, consultation and technology transfer of chemical products; Recycling and comprehensive utilization of waste materials. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Main financial indicators of the latest fiscal year:
Unit: Yuan
Project year 2021
Total assets 13471994482
Net assets 464731935
Operating income-
Net profit -19960644
Is it audited
5、 Purpose of capital increase and its impact on the company
The use of part of the raised funds to increase capital and provide interest free loans to Tongchuan Kaili, a wholly-owned subsidiary, is based on the construction needs of the investment projects with raised funds, which is conducive to the smooth implementation of the investment projects with raised funds, conforms to the use plan of raised funds, and there is no change in the purpose of raised funds in a disguised manner.
The use and purpose of the raised funds are in line with the company’s development strategy and the provisions of relevant laws and regulations, and in line with the interests of the company and all shareholders.
Tongchuan Kaili is a wholly-owned subsidiary of the company. The company has control over its production, operation and management activities, and the financial risk is controllable. At the same time, Tongchuan Kaili has established a special account for raised funds and signed a supervision agreement on the storage of raised funds with the company, recommendation institutions and commercial banks storing raised funds, which can ensure the safe use of raised funds. The company and Tongchuan Kaili will use the raised funds in strict accordance with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation.
6、 Approval procedures to be performed
On March 29, 2022, the third meeting of the third board of directors and the third meeting of the third board of supervisors deliberated and adopted the proposal on using part of the raised funds to increase capital to wholly-owned subsidiaries and provide interest free loans to implement raised investment projects. The independent directors of the company expressed independent opinions, and the board of supervisors also expressed relevant opinions, and unanimously agreed to this proposal.
7、 Description of special opinions
1. Opinions of independent directors
The company used part of the raised funds to increase capital by 45 million yuan to Tongchuan Kaili, a wholly-owned subsidiary, and provided it with interest free loans of no more than 1081673 million yuan, which was specially used for the implementation of the raised investment project “industrialization project of production and reuse of rare and precious metal catalytic materials”, which was conducive to the smooth implementation of the raised investment project. The use and purpose of the raised funds were in line with the company’s development strategy and relevant laws and regulations, There is no situation that damages the interests of the company and all shareholders. Therefore, we unanimously agree with the company’s decision to use part of the raised funds to increase capital to wholly-owned subsidiaries and provide interest free loans to implement the raised investment projects.
2. Opinions of the board of supervisors
The company used part of the raised funds to increase capital by 45 million yuan to Tongchuan Kaili, a wholly-owned subsidiary, and provided it with interest free loans of no more than 1081673 million yuan, which was specially used for the implementation of the raised investment project “industrialization project of production and reuse of rare and precious metal catalytic materials”. It is based on the needs of the main construction of relevant raised investment projects, which is conducive to ensuring the smooth implementation of raised investment projects, The use and purpose of the raised funds comply with the company’s development strategy and the provisions of relevant laws and regulations. Tongchuan Kaili Catalyst & New Materials Co.Ltd(688269) Material Technology Co., Ltd. is a wholly-owned subsidiary of the company. The company has control over its production, operation and management activities, the financial risk is controllable, and there is no situation that damages the interests of the company and all shareholders. There is no situation that damages the interests of the company and all shareholders.
8、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
1. The company plans to use part of the raised funds to increase the capital of Tongchuan Kaili, a wholly-owned subsidiary, by 45 million yuan, and provide it with interest free loans of no more than 1081673 million yuan. The implementation of the raised investment project has been reviewed and approved by the board of directors and the board of supervisors of the company. The independent directors of the company have expressed their explicit consent, fulfilled the necessary internal approval procedures, and met the requirements of relevant laws and regulations.
2. The above matters do not violate the relevant commitments of the investment projects with raised funds, do not affect the normal progress of the investment projects with raised funds, and do not change the investment projects with raised funds in a disguised manner and damage the interests of shareholders.
To sum up, the recommendation institution agrees that Kaili Catalyst & New Materials Co.Ltd(688269) use part of the raised funds to increase the capital of Tongchuan Kaili, a wholly-owned subsidiary, by 45 million yuan, and provide it with interest free loans of no more than 1081673 million yuan to implement the raised investment project.
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