Securities code: 301100 securities abbreviation: Fengguang shares Announcement No.: 2022023
Yingkou Fengguang New Material Co., Ltd
About using bank acceptance bill to pay for raised investment projects
Announcement of equal replacement with raised funds
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.
Yingkou Fengguang New Material Co., Ltd. (hereinafter referred to as “the company”) held the 12th meeting of the second board of directors and the 10th meeting of the second board of supervisors on April 14, 2022, and deliberated and adopted the proposal on the company’s use of bank acceptance bills to pay for raised investment projects and equal replacement with raised funds. In order to improve the overall fund use efficiency of the company and reduce the fund use cost, the company plans to use the bank acceptance bill to pay the funds involved in the fund-raising investment project during the implementation of the fund-raising investment project, and transfer the equivalent funds from the special fund-raising account to the general account. The specific situation is hereby announced as follows: I. Basic information of the raised funds
With the approval of zjxk [2021] No. 3366 document of China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, the company publicly issued 50 million A-Shares to the public, with a par value of RMB 1.00 per share and an issue price of RMB 27.81 per share, raising a total of RMB 1390.5 million. After deducting the issuance expenses, the net amount of funds raised by the company this time is RMB 12994164 million. The raised funds have been transferred to the designated account of the company on December 14, 2021. On December 14, 2021, Zhitong Certified Public Accountants (special general partnership) verified the availability of funds for the company’s initial public offering and issued the capital verification report (Zhitong Yan Zi (2021) No. 110c Jiangsu Fasten Company Limited(000890) ). 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、 Use and management of raised funds
According to the prospectus of Yingkou Fengguang New Material Co., Ltd. for initial public offering and listing on the gem, the investment projects of the raised funds are as follows:
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 company is orderly promoting the construction of investment projects with raised funds according to the use of raised funds. 3、 Details of using bank acceptance bills to pay the investment project funds of raised funds and replacing them with raised funds in equal amount
In order to improve the use efficiency of the company’s funds, reduce the use cost of funds and appropriately improve the payment method of the investment projects with raised funds, the company plans to use bank acceptance bills (including issuing bank acceptance bills, endorsement of bills, etc.) to pay the funds involved in the investment projects with raised funds, including but not limited to the project funds payable, equipment purchase funds, material purchase funds, etc, And transfer the equal amount of funds from the special account for raised funds to the company’s own fund account. This part of the equal amount of replacement funds is regarded as the used funds of the investment project of raised funds.
The company uses bank acceptance bills to pay for the investment projects with raised funds, and the specific process of equal replacement with raised funds is as follows:
1. According to the progress of relevant works, equipment, materials, etc. of the projects invested with raised funds, the engineering, equipment, procurement and other relevant departments shall consult the finance department before signing the contract, confirm the amount that can be paid by bank acceptance, perform the corresponding approval procedures, and sign the relevant contract.
2. The relevant engineering, equipment, materials and other contracts for the investment projects with raised funds have been signed in advance, and the payment by bank acceptance bill shall be confirmed according to the provisions of the contract.
3. When specifically handling the payment, the engineering, equipment, procurement and other relevant departments shall fill in the internal fund application, indicate the payment method according to the contract terms, and review it level by level according to the fund use approval procedure specified in the company’s measures for the management of raised funds. The finance department shall pay the relevant funds with bank acceptance bill according to the approved internal fund application, and establish a standing book for using bank acceptance bill to pay the investment projects of raised funds.
4. The finance department shall prepare the detailed statement of payment of bank acceptance bills on a monthly basis and send a copy to the sponsor representative. After the sponsor representative has no objection, the finance department shall submit a written application for replacement of the raised funds equal to the bank acceptance bills to the regulatory bank of the special account for raised funds, and transfer the equivalent funds of the corresponding funds of the investment projects of raised funds paid through the bank acceptance bills from the special account for raised funds to the general account of the company, For the company’s business activities. 4、 Impact on the daily operation of the company
The company uses the bank acceptance bill to pay for the investment projects of the raised funds and replaces them with the raised funds in the same amount, which is conducive to improving the overall fund use efficiency of the company, reducing the fund use cost, not affecting the normal construction of the investment projects of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders. 5、 Review procedures and relevant opinions for implementation
1. Implementation of the review procedures
The 12th meeting of the second board of directors of the company deliberated and approved the proposal on the company’s use of bank acceptance bills to pay for raised investment projects and equal replacement with raised funds. The independent directors of the company have expressed their independent opinions on this matter. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. Opinions of the board of supervisors
The 10th meeting of the second session of the board of supervisors deliberated and approved the proposal on the company’s use of bank acceptance bills to pay for raised investment projects and replace them with raised funds in the same amount. The board of supervisors held that the company’s use of bank acceptance bills to pay for raised investment projects and replace them with raised funds in the same amount is conducive to improving the flexibility of the use of raised funds, improving the overall fund operation efficiency of the company and reducing the cost of fund use, It will not affect the normal construction of the raised investment project, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. It is agreed that the company will use the bank acceptance bill to pay the fund of the raised investment project and replace it with the raised fund in the same amount.
3. Opinions of independent directors
After careful review of relevant materials, we believe that: the company uses bank acceptance bills to pay for the raised investment projects and replaces the items with the raised funds in the same amount, and has formulated corresponding operating procedures, which is conducive to improving the use efficiency of the raised funds, reducing financial costs, taking the real transaction as the background, does not violate the relevant provisions on the use of bank bills, and is in the interests of the company and all shareholders, It will not affect the normal progress of the company’s investment projects with raised funds, change the investment direction of raised funds in a disguised form, and damage the rights and interests of the company and all shareholders. Therefore, I agree to the above matters.
4. 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. 6、 Documents for future reference 1. Resolutions of the 12th meeting of the second board of directors; 2. Resolutions of the 10th meeting of the second board of supervisors; 3. Verification opinions of the recommendation institution on the company’s use of bank acceptance bills to pay the funds of raised investment projects and equal replacement with the raised funds.
It is hereby announced.
Board of directors of Yingkou Fengguang New Material Co., Ltd. April 14, 2022
