Dongxing Securities Corporation Limited(601198)
About Hangzhou Heshun Technology Co., Ltd
Use the raised funds to replace the projects invested in the raised funds in advance and the paid issuance expenses
Verification opinions on self raised funds
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) ” or “sponsor”) as a sponsor of Hangzhou Heshun Technology Co., Ltd. (hereinafter referred to as “Heshun technology” or “company”) for initial public offering and listing on GEM, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020), the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem (revised in 2020), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, It has verified that Heshun technology uses the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses. The verification conditions and verification opinions are as follows: I. Basic information of the raised funds
According to the reply on Approving the registration of initial public offering of shares of Hangzhou Heshun Technology Co., Ltd. (zjxk [2022] No. 253) issued by China Securities Regulatory Commission on January 28, 2022, the company is approved to issue 20 million RMB common shares (A shares) for the first time, with a par value of 1 yuan per share, an issue price of 56.69 yuan per share and a total raised capital of 1133.8 million yuan, After deducting the issuance expenses (excluding value-added tax) of RMB 115725100, the net amount of funds actually raised by the company is RMB 1018074900.
The funds raised by the company were received on March 18, 2022. Tianjian Certified Public Accountants (special general partnership) verified the availability of funds for the company’s initial public offering of shares, and issued the capital verification report (tianjianyan [2022] No. 92) on March 19, 2022.
The company has stored the raised funds in a special account, and has signed the tripartite supervision agreement on raised funds with the sponsor and the commercial bank storing the raised funds, which will use the raised funds in strict accordance with the provisions of the tripartite supervision agreement.
2、 Investment projects with raised funds
According to the prospectus of Hangzhou Heshun Technology Co., Ltd. on initial public offering and listing on GEM, the investment projects and use plans of the funds raised by the company’s initial public offering are as follows: unit: 10000 yuan
S / n project name investment plan simulated use of raised funds
1. Biaxially stretched polyester film production base construction project 43623374362337
R & D center construction 783955
3. Supplementary working capital project 10 Ping An Bank Co.Ltd(000001) 000000
Total 6147876
Before the funds raised this time are in place, the company will support the implementation of the above projects through self raised funds according to the actual needs. At present, the funds raised in this offering have been in place, and the company plans to replace the self raised funds invested in advance with the raised funds. The company does not change the purpose of the raised funds in disguise, and there are no matters affecting the normal progress of the raised funds. 3、 Advance investment of self raised funds into raised funds and payment of issuance expenses
(I) investment of self owned funds of raised investment projects
As of March 31, 2022, the actual investment amount of the company’s self raised funds invested in the raised funds investment projects in advance is 851284 million yuan, and the raised funds are proposed to replace the raised funds invested in the raised funds projects in advance with 851284 million yuan. The details are as follows:
Unit: 10000 yuan
No. project name total investment amount self raised funds actually account for the proportion of total investment amount to be replaced this time (%)
1 biaxially stretched polyester film production 4362337706358 16.19706358 production base construction project
2 R & D center construction project 785539144926 18.45144926
3. Supplementary working capital project 1000000 —
Total 6147876851284 8.36851284
(II) advance investment of issuance expenses
As of March 31, 2022, the total issuance expenses (excluding value-added tax) of the company were 1157251 million yuan, of which 97.63 million yuan (including tax) had been deducted from the sponsorship and underwriting expenses of the raised funds, and the amount of issuance expenses paid by the company with self raised funds was 3.3962 million yuan (excluding tax).
(III) certified by accountants and the amount to be replaced this time
According to the verification report of Hangzhou Heshun Technology Co., Ltd. investing the raised funds in advance with the self raised funds issued by Tianjian Certified Public Accountants (special general partnership), the company invested 851284 million yuan in the raised funds in advance with the self raised funds and paid 3.3962 million yuan (excluding tax) in the issuance expenses with the self raised funds.
It is proposed to use the raised funds to replace the self raised funds with the project amount of 851284 million yuan and the paid issuance expenses of 3.3962 million yuan. 4、 Procedure performance
The company held the fifth meeting of the third board of directors and the third meeting of the third board of supervisors on March 31, 2022, deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses. The independent directors of the company have expressed their independent opinions on this matter. (I) deliberations of the board of directors
The fifth meeting of the third board of directors held on March 31, 2022 deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the raised projects in advance and paid the issuance expenses, and agreed that the company would use the raised funds of 851284 million yuan to replace the self raised funds invested in the raised projects in advance and 3.3962 million yuan to replace the self raised funds paid the issuance expenses.
(II) deliberation of the board of supervisors
The third meeting of the third board of supervisors held by the company on March 31, 2022 deliberated and adopted the proposal on using the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses. The board of supervisors agreed that the company should use the raised funds of 851284 million yuan to replace the self raised funds invested in the raised investment projects in advance and 3.3962 million yuan to replace the self raised funds paid for the issuance expenses.
(III) opinions of independent directors
The independent directors believe that the company’s proposed replacement of the early investment funds is self raised funds, and the replacement time of the raised funds is less than 6 months from the arrival time of the raised funds. The replacement of the raised funds does not conflict with the implementation plan of the raised investment project, does not change the purpose of the raised funds in a disguised manner, does not affect the normal progress of the raised funds investment project, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders, Comply with the provisions of laws, regulations and normative documents such as 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, as well as the relevant arrangements of issuance application documents. 5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The self raised funds of Heshun technology for the replacement of the pre invested and paid issuance expenses with the raised funds have been deliberated and approved by the board of directors and the board of supervisors of the company. Tianjian Certified Public Accountants (special general partnership) has conducted a special audit on the company’s pre invested projects with the raised funds and paid issuance expenses with the self raised funds and issued a verification report. The independent directors also expressed their explicit consent, It has fulfilled the necessary procedures, complied with the provisions of relevant laws and regulations and the rules of the exchange, and complied with the relevant provisions of laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020). The sponsor has no objection to the replacement of self raised funds invested in advance and paid issuance expenses by Heshun technology with the raised funds.
(no text below)
(there is no text on this page, which is the signature page of Dongxing Securities Corporation Limited(601198) on the verification opinions of Hangzhou Heshun Technology Co., Ltd. on using raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses)
Sponsor representative:
Zhong Lang Mao haolie
Dongxing Securities Corporation Limited(601198) mm / DD / yyyy
