China Securities Co.Ltd(601066)
About Yingkou Fengguang New Material Co., Ltd
Use bank bills to pay the funds required for the raised investment project
And the verification opinions of equal replacement with the raised funds
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “the sponsor”) is the sponsor of Yingkou Fengguang new materials Co., Ltd. (hereinafter referred to as “Fengguang” or “the company”) for the initial public offering of shares, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business (revised in 2020), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020), the guidelines for the self-discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, etc., Fengguang has carefully verified the use of bank bills to pay the funds required for the raised investment projects and the replacement of the raised funds in the same amount, The specific verification is as follows:
1、 Basic information of raised funds
The company has been approved by the reply on Approving the registration of initial public offering of Yingkou Fengguang new materials Co., Ltd. (zjxk No. 3366) of China Securities Regulatory Commission and approved by Shenzhen Stock Exchange, The company’s lead underwriter China Securities Co.Ltd(601066) issued 50000000 ordinary shares (A shares) in RMB, with a par value of 1 yuan per share, an issue price of 27.81 yuan per share and a total amount of 139050000000 yuan to be raised, by combining offline inquiry and placement to qualified investors and online pricing issuance to social public investors holding non restricted A-Shares or non restricted depositary receipts in Shenzhen market. As of December 14, 2021, the total amount of funds raised by the company was 139050000000 yuan. After deducting the recommendation and underwriting expenses of 7739575472 yuan, the actual amount of funds raised by the company on December 14, 2021 was 131310424528 yuan. After deducting the audit fees, lawyer fees and other issuance related expenses paid by the self raised funds, the total amount of funds raised was 1368784466 yuan, and the net amount of funds raised was 129941640062 yuan.
The availability of the above raised funds has been verified by Grant Thornton Certified Public Accountants (special general partnership), and a capital verification report (Grant Thornton inspection Zi (2021) No. 110c Jiangsu Fasten Company Limited(000890) ) has been issued. The company has opened a special account for the raised funds, adopted a special account for the storage of the raised funds, and signed the tripartite supervision agreement for the raised funds with the special account opening bank and the sponsor.
2、 Fund raising projects
According to the prospectus of Yingkou Fengguang new materials Co., Ltd. for initial public offering and listing on the gem, the use plan of the company’s raised funds is as follows:
Unit: 10000 yuan
No. total investment amount of the project invested by raised funds and the amount of raised funds to be invested
1 olefin antioxidant catalyst project 120 China Baoan Group Co.Ltd(000009) 000000
Total 120 China Baoan Group Co.Ltd(000009) 000000
The implementation subject of the raised investment project is the company’s subsidiary Shaanxi aikelaite new materials Co., Ltd. (hereinafter referred to as “aikelaite”). The company is orderly promoting the construction of investment projects with raised funds according to the use of raised funds. 3、 The operation process of using bank bills to pay the funds of raised investment projects and replacing them with the raised funds in the same amount
(I) according to the planned progress of relevant equipment, material procurement and infrastructure construction of the project invested with raised funds, the relevant departments shall seek the opinions of the company’s finance department before signing the contract, confirm the funds that can be paid with bank bills, perform the corresponding approval procedures and sign the contract.
(II) when making payment, the relevant department shall submit the payment application, indicate the payment method according to the contract terms, and perform the corresponding approval procedures in accordance with the raised funds management system.
(III) after reviewing the payment amount of the raised capital investment project contract, the finance department shall handle the payment of bank bills according to the indicated payment method provided by relevant departments, and establish an account for using bank bills to pay the raised investment project.
(IV) make regular statistics on the funds that have not been replaced and paid for the investment projects with raised funds by bank bills, and transfer the funds used for the investment projects with raised funds paid by bank bills from the raised funds account to the general account of the company in equal amount in accordance with the relevant approval procedures for the payment of raised funds.
(V) when the bank bills paid by non endorsement transfer are due, the company will pay with its own funds and will no longer pay from the raised funds account.
(VI) the recommendation institution and the recommendation representative have the right to supervise the company’s use of bank bills to pay the raised funds for investment projects by means of on-site inspection and written inquiry. The company and the raised funds storage bank shall cooperate with the recommendation institution’s investigation and inquiry.
4、 Impact on the company
The use of bank bills by the company and its subsidiaries to pay the funds required for the investment projects of raised funds is conducive to improving the use efficiency of raised funds, reducing financial costs, controlling the risk of contract performance, which is in line with the interests of shareholders and investors, does not affect the normal progress of the company’s investment projects of raised funds, and does not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders.
5、 The board of directors deliberates the use of the raised funds (I) and the payment of the equivalent amount of the raised funds by the bank
On April 15, 2022, the company held the 12th meeting of the second board of directors, deliberated and approved the proposal on using bank bills to pay the funds required for raised investment projects and replace them with the raised funds in the same amount, and agreed that the company would use bank acceptance bills to pay the funds for raised investment projects and replace them with the raised funds in the same amount. This matter is conducive to improving the flexibility of the use of raised funds, improving the overall capital operation efficiency of the company, reducing the capital cost, and does not affect the normal construction of raised investment projects.
(II) deliberation of the board of supervisors
On April 15, 2022, the company held the 10th meeting of the second board of supervisors, deliberated and approved the proposal on using bank bills to pay the funds required for the raised investment projects and replacing them with the raised funds in the same amount, and agreed that the company would use bank acceptance bills to pay the funds for the raised investment projects and replace them with the raised funds in the same amount. This matter is conducive to improving the flexibility of the use of raised funds, improving the overall capital operation efficiency of the company, reducing the capital cost, not affecting the normal construction of raised investment projects, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
(III) opinions of independent directors
The independent directors of the company believe that the use of bank bills by the company and its subsidiaries to pay the funds required for the investment projects of raised funds is conducive to improving the use efficiency of raised funds, reducing financial costs, in line with the interests of the company and all shareholders, does not affect the normal progress of the company’s investment projects of raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. We agree to use bank bills to pay the funds required for the investment project with the raised funds and replace them with the raised funds in the same amount.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s subsidiary, akulet, has fulfilled the necessary approval procedures for the use of bank bills to pay the funds required for the raised investment project and replace the same amount with the raised funds, which meets the requirements of relevant laws and regulations, the raised funds management system and other relevant regulations, is conducive to improving the use efficiency of the raised funds, reducing the financial cost, and is in line with the interests of the company and all shareholders, It will not affect the normal progress of the company’s investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised form and damaging the interests of shareholders.
In conclusion, the recommendation institution has no objection to the company’s subsidiary’s use of bank bills to pay the funds required for the raised investment project and replace it with the raised funds in the same amount.
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(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) on the verification opinion of Yingkou Fengguang New Material Co., Ltd. on using bank bills to pay the funds required for the investment project with raised funds and replacing them with the raised funds in the same amount) signature of the sponsor representative:
Qiu Zhanyong, Chen Kun
China Securities Co.Ltd(601066) mm / DD / yyyy
