Citic Securities Company Limited(600030)
About Zhe Jiang Taihua New Material Co.Ltd(603055) using raised funds
Verification opinions on loans provided by subsidiaries to implement raised investment projects
Citic Securities Company Limited(600030) (hereinafter referred to as “sponsor” and ” Citic Securities Company Limited(600030) “) as a sponsor of Zhejiang Zhe Jiang Taihua New Material Co.Ltd(603055) Materials Co., Ltd. (hereinafter referred to as ” Zhe Jiang Taihua New Material Co.Ltd(603055) ” or “company” or “listed company”) for public issuance and listing of convertible corporate bonds, in accordance with the administrative measures for securities issuance and listing of sponsor business According to the requirements of relevant 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 self discipline supervision of listed companies No. 1 – standardized operation of Shanghai Stock Exchange, the company has carefully verified the use of raised funds to provide loans to subsidiaries and implement investment projects with raised funds, The details are as follows: I. Basic information of the raised funds
Approved by the reply on approving Zhe Jiang Taihua New Material Co.Ltd(603055) public issuance of convertible corporate bonds (zjxk [2021] No. 2109) of China Securities Regulatory Commission, the company publicly issued 6 million convertible corporate bonds (hereinafter referred to as “convertible bonds”), with a face value of 100 yuan each, a total raised capital of 600 million yuan, deducting various issuance expenses of 7.9745 million yuan (excluding tax), The net amount of funds actually raised was 59.20255 million yuan. The balance of the above raised funds after deducting the recommendation and underwriting fee was remitted to the special account for raised funds of convertible bonds established by the company on January 5, 2022. Zhonghui Certified Public Accountants (special general partnership) verified the availability of the raised funds and issued the verification report on the availability of raised funds of convertible corporate bonds (zhhyy [2022] No. 0006).
The company has adopted a special account for the raised funds and signed a tripartite supervision agreement with the sponsor and the deposit bank.
The investment projects and use plans of the raised funds disclosed in the prospectus for public issuance of convertible corporate bonds of the company are as follows:
No. project name total investment of the project (10000 yuan) amount of raised funds to be used (10000 yuan)
1 intelligent annual output of 120000 tons high performance 156100.00 52202.55
No. project name total investment of the project (10000 yuan) amount of raised funds to be used (10000 yuan)
Environmental Friendly Nylon fiber project
2. Supplementary working capital 7000.00 7000.00
Total 163100.00 59202.55
Note: the net amount of funds actually raised by the company in this offering is 592025500 yuan, which is less than the amount of funds to be used disclosed in the prospectus for public issuance of convertible corporate bonds. Therefore, it has been adjusted according to the net amount of funds raised. 2、 A description of the implementation of the raised investment project by the loan is provided
The implementation subject of the raised investment project involves the company’s subsidiaries. The company will provide the required funds to Zhejiang Jiahua special nylon Co., Ltd. (hereinafter referred to as “Jiahua nylon”), the subsidiary involved in the raised investment project “intelligent 120000 ton high-performance environmental protection nylon project”, by means of interest free loan, with a loan limit of no more than 52.20255 million yuan, The loan term shall be from the date of actual loan to the date of completion of the construction of the raised investment project. Jiahua nylon can be amortized, repaid in advance or renewed at maturity according to its actual business situation. After the expiration, if both parties have no objection, it will be automatically renewed. The board of directors of the company authorizes the management of the company to be responsible for the specific implementation of the above borrowings. The above borrowings can only be used for the implementation of the “intelligent 120000 T / a high-performance environmental protection nylon project” and shall not be used for other purposes. 3、 Basic information of borrowing objects of the raised funds
Company name: Zhejiang Jiahua special nylon Co., Ltd
Date of establishment: August 7, 2006
Registered capital: USD 136 million
Legal representative: Wu Hanyang
Registered address: No. 113, meibei Road, Wangdian Town, Xiuzhou District, Jiaxing City, Zhejiang Province
Ownership structure: the company directly holds 65.3681%, and nisda, a wholly-owned subsidiary of the company, holds 34.6319%. Business scope: general items: production and sales of differentiated chemical fibers and chips, texturing and drafting processing of nylon spinning; Manufacturing of industrial textile products; Sales of industrial textile products. (except for the projects subject to approval according to law, the company shall independently carry out business activities according to law with its business license).
Main financial data:
Unit: 10000 yuan
Project September 30, 2021 / December 31, 2020 / December 31, 2019 / January September 2021 (Unaudited) year 2020 (audited) year 2019 (audited)
Total assets 282232.59 221117.70 138152.21
Project September 30, 2021 / December 31, 2020 / December 31, 2019 / January September 2021 (Unaudited) year 2020 (audited) year 2019 (audited)
Net assets 118781.64 95329.02 78577.62
Operating income 173125.27 113817.70 120432.60
Net profit 23452.62 10051.92 9311.23
4、 Purpose of the loan and its impact on the company
The use of the raised funds to provide loans to the company’s subsidiary Jiahua nylon is based on the construction needs of the raised investment project, which is conducive to ensuring the smooth implementation of the raised investment project, conforms to the use plan of the raised funds, and there is no change in the purpose of the raised funds in a disguised manner. The use mode 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. Jiahua nylon is a wholly-owned subsidiary of the company. During the period when the company provides loans to it, it has absolute control over its production and operation activities, and the financial risk is controllable. 5、 Review procedure
The 15th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors deliberated and adopted the proposal on using the raised funds to provide loans to subsidiaries for the implementation of raised investment projects, and the independent directors of the company expressed explicit consent to the above matters. 6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of the raised funds to provide loans to its subsidiaries to implement 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. 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.
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