Securities code: Leyard Optoelectronic Co.Ltd(300296) securities abbreviation: Leyard Optoelectronic Co.Ltd(300296) Announcement No.: 2022021 Leyard Optoelectronic Co.Ltd(300296)
Announcement on the postponement of the raised capital investment project "LED application industry south headquarters project"
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as "the company") deliberated and approved the proposal on the extension of the raised capital investment project "LED application industry south headquarters project" at the 35th meeting of the Fourth Board of directors and the 31st meeting of the Fourth Board of supervisors held on April 14, 2022. The independent directors expressed their agreed independent opinions on the matter, which needs to be submitted to the bondholders' meeting of the company for deliberation. The relevant matters are hereby announced as follows:
1、 Overview of investment projects with deferred raised funds
(I) basic information of raised funds
Approved by the reply on approving Leyard Optoelectronic Co.Ltd(300296) public issuance of convertible corporate bonds (zjxk [2019] No. 1856) of China Securities Regulatory Commission, the company publicly issues convertible corporate bonds (hereinafter referred to as "convertible bonds") with a total issuance amount of RMB 800000000 and a term of 6 years. According to the verification report (xksbz [2019] No. zb2005) issued by Lixin Certified Public Accountants (special general partnership), the balance of 790000000 yuan after deducting the recommendation and underwriting expenses (including tax) from the raised funds of convertible bonds has been remitted by China Securities Co.Ltd(601066) (hereinafter referred to as the "recommendation institution") to the special account for raised funds designated by the company on November 20, 2019. After deducting the amount excluding tax of 943396226 yuan of recommendation and underwriting expenses and 201886792 yuan of other issuance expenses, the total amount of funds raised by convertible bonds is 800000000 yuan, the actual net amount of funds raised is 78854716982 yuan. (II) purpose and use of raised funds
1. Progress of projects invested with raised funds
As of December 31, 2021, the progress of the company's fund-raising investment projects (hereinafter referred to as "fund-raising investment projects") is as follows:
Unit: 10000 yuan
The name of the project is initially proposed to be invested in raising funds. After the previous change, it is proposed to invest the raised funds accumulatively
1 LED application industry south headquarters project 38 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 3474383354378
2 LED application industrial park construction project 1160000 479.11 479.11
3 Leyard Optoelectronic Co.Ltd(300296) (Xi'an) intelligent R & D center project 66 Csg Holding Co.Ltd(000012) 4478124478
4 supplementary working capital 226547222654722265332
5 permanent supplementary working capital - 11376741138423
Total 788547279229736930522
Note: there is a difference of 3.7501 million yuan between the initial raised funds proposed to be invested by the company and the funds proposed to be invested after the previous change, which is mainly due to the fact that when the company changed the raised investment project in 2021, the raised funds not used by the original raised investment project of 1647611 million yuan and the interest obtained during the storage period (deducting the handling fee) of 3.7501 million yuan were invested into the changed raised investment project.
2. Idle raised funds supplement working capital and purchase of financial products
On December 11, 2019, the company held the 51st meeting of the third board of directors and the 29th meeting of the third board of supervisors, deliberated and adopted relevant proposals, and agreed to use idle raised funds of no more than 92 million yuan to temporarily supplement working capital. For the production and operation related to the company's main business, the service life shall not exceed 12 months from the date of passing the audit by the board of directors, and will be returned to the special account for raised funds upon expiration; It is agreed that the company can use the idle raised funds of no more than 302 million yuan to purchase financial products with high safety, good liquidity and principal guaranteed. Within this limit, the funds can be used on a rolling basis, and the investment period is effective within 12 months from the date of deliberation and approval by the board of directors. As of December 9, 2020, the company has fully returned the idle raised funds temporarily used to supplement working capital, and informed the recommendation institution and recommendation representative of the return of the above raised funds; All financial products have been recovered without balance.
On December 14, 2020, the company held the 13th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors, and passed relevant resolutions, agreeing that the company use idle raised funds of no more than 12 million yuan to temporarily supplement working capital for production and operation related to the company's main business. The service life shall not exceed 12 months from the date of approval of the audit by the board of directors, and will be returned to the special account for raised funds when it expires; It is agreed that the company can use the idle raised funds of no more than 250 million yuan to purchase financial products with high safety, good liquidity and principal guaranteed. Within this limit, the funds can be used on a rolling basis, and the investment period is effective within 12 months from the date of deliberation and approval by the board of directors. As of November 26, 2021, the company has fully returned the idle raised funds temporarily used to supplement working capital, and informed the sponsor and the sponsor representative of the return of the above raised funds. The financial products have been recovered without balance.
(III) extension and change of original raised funds
The 18th meeting and the first bondholders' meeting of "Lide convertible bonds" in 2021 held on April 26, 2021 reviewed and passed the proposal on the extension of some investment projects with raised funds, and agreed that the company would extend the raised investment project of " Leyard Optoelectronic Co.Ltd(300296) xi'an intelligent R & D center project" under the condition that the implementation subject, purpose, total investment and construction scale of the raised investment project remain unchanged, Adjust the date when the project reaches the scheduled usable state from February 28, 2021 to December 31, 2021.
The 24th Meeting of the 4th board of directors and the 22nd Meeting of the 4th board of supervisors held on June 22, 2021, the 2nd bondholders' meeting of "Lide convertible bonds" held on July 9, 2021 and the 2nd extraordinary general meeting of shareholders held on July 13, 2021 considered and approved the proposal on changing the purpose of part of the raised funds and increasing capital to the new implementation subject and reducing capital to the original implementation subject, It is agreed to use all the 1137674 million yuan raised by the "led industrial park construction project" to permanently supplement the working capital of Leyard Optoelectronic Co.Ltd(300296) TV Technology Co., Ltd; The 547438 million yuan raised from the Leyard Optoelectronic Co.Ltd(300296) (Xi'an) intelligent R & D center project was used for the "Southern headquarters project of LED application industry", and the newly implemented subject - Shenzhen Leyard Optoelectronic Co.Ltd(300296) photoelectric Co., Ltd., a wholly-owned subsidiary of the company, was increased by 547438 million yuan to implement the post transformation raised capital investment project.
2、 Explanation of reasons for delay and adjustment of raised investment projects
(I) reasons for the delay of raised investment projects
The raised investment project to be postponed this time is the South headquarters project of LED application industry. Since the raised funds were in place, the board of directors and management of the company have paid close attention to the project construction and carefully planned the use of the raised funds in combination with the actual needs. As of the disclosure date of this announcement, the South headquarters project of LED application industry has completed the acceptance of environmental protection, fire protection, planning and other main bodies. However, due to the impact of the epidemic, the procurement and installation of some equipment have been delayed, so the construction progress of the project has been delayed compared with the expected progress.
In order to ensure the smooth and continuous progress of the project, ensure the construction quality and overall operation efficiency of the raised investment project, better safeguard the interests of all shareholders, and comprehensively consider the installment cycle of the project and the impact of the epidemic, the company plans to adjust the date when the South headquarters project of LED application industry reaches the expected usable state.
(II) adjustment of the date when the raised investment project reaches the expected usable state
Under the condition that the implementation subject, purpose, total investment and construction scale of the raised investment project remain unchanged, combined with the actual construction situation and investment progress of the project, the company plans to adjust the date when the South headquarters project of LED application industry reaches the scheduled usable state from the end of January 2022 to December 31, 2022.
3、 Impact on the company caused by the delay of raised investment projects
The extension of the LED application industry south headquarters project did not change the implementation subject, purpose, total investment and construction scale of the raised investment project, which was carefully determined by the company according to the actual construction situation and investment progress of the project. The postponement of some raised investment projects will not have a significant adverse impact on the normal operation of the company, and there is no change or disguised change in the investment direction of raised funds and other situations damaging the interests of shareholders. The company will strengthen the supervision of the construction progress of the project, so that the project can be constructed according to the new plan, reach the expected usable state as soon as possible, and achieve the expected results. 4、 Approval procedures to be performed
The company held the 35th meeting of the 4th board of directors and the 31st meeting of the 4th board of supervisors on April 14, 2022, and deliberated and adopted the proposal on the extension of the raised capital investment project "LED application industry south headquarters project". Under the condition that the implementation subject, purpose, total investment and construction scale of the raised investment project remain unchanged, the company will postpone the raised investment project of "LED application industry south headquarters project". The matter still needs to be submitted to the bondholders' meeting of the company for deliberation.
5、 Review comments
1. Opinions of the board of directors
Under the condition that the implementation subject, purpose, total investment and construction scale of the raised investment project remain unchanged, combined with the actual construction situation and investment progress of the current project, the company plans to adjust the date when the "LED application industry south headquarters project" reaches the scheduled usable state from the end of January 2022 to December 31, 2022. The board of directors considered that it was in line with the actual progress of the project and the development needs of the company, and unanimously agreed that the company would extend the "LED application industry south headquarters project".
2. Opinions of independent directors
The postponement of the company's raised investment project "LED application industry south headquarters project" is made according to the actual implementation of the project and the overall schedule. The implementation subject, purpose, total investment and construction scale of the project have not been changed, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders of the company. The approval procedures of the board of directors of the company for the extension of the investment project with raised funds comply with the provisions of relevant laws, regulations and normative documents, and the procedures are legal and effective. Therefore, we unanimously agree that the company will postpone the "LED application industry south headquarters project" and agree to submit the matter to the bondholders' meeting for deliberation.
3. Opinions of the board of supervisors
The extension of the "LED application industry south headquarters project" is based on the actual implementation of the project and the investment and damage to the interests of the company's shareholders, and there is no violation of the relevant provisions on the use of raised funds in laws, regulations and normative documents. Therefore, we unanimously agree that the company will extend the "LED application industry south headquarters project".
4. Verification opinions of the recommendation institution
The postponement of some raised investment projects of the company this time complies with the provisions of relevant laws and regulations such as the Listing Rules of gem shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and there is no situation of changing the use of raised funds in a disguised manner, which will not have a material impact on the implementation of the project, It meets the needs of production, operation and future development of raised investment projects. The board of directors and the board of supervisors of the company have considered and adopted relevant proposals, the independent directors have expressed their consent, and the voting procedures are legal and compliant; The matter still needs to be submitted to the bondholders' meeting of the company for deliberation. The recommendation institution has no objection to the extension of some of the above raised investment projects.
6、 Documents for future reference
1. Resolution of the 35th meeting of Leyard Optoelectronic Co.Ltd(300296) the 4th board of directors;
2. Resolution of the 31st meeting of Leyard Optoelectronic Co.Ltd(300296) the 4th board of supervisors;
3. Opinions of the 35th session of the independent board of directors on relevant matters of the company; 4. Verification opinions of China Securities Co.Ltd(601066) on the extension of Leyard Optoelectronic Co.Ltd(300296) some investment projects with raised funds.
It is hereby announced.
Leyard Optoelectronic Co.Ltd(300296) board of directors April 14, 2022
