Stock Code: 603055 securities abbreviation: Zhe Jiang Taihua New Material Co.Ltd(603055) Announcement No.: 2022-007 Zhe Jiang Taihua New Material Co.Ltd(603055)
Announcement on using raised funds to replace self raised funds and self raised funds for issuance expenses of pre invested projects with raised funds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
Important content tips:
Zhe Jiang Taihua New Material Co.Ltd(603055) (hereinafter referred to as "the company" and " Zhe Jiang Taihua New Material Co.Ltd(603055) ") used the funds raised from the public issuance of convertible corporate bonds to replace the self raised funds invested in the raised investment projects in advance, with an amount of RMB 442122300, and the self raised funds to replace the issuance expenses paid in advance, with an amount of RMB 1385800, which is in line with the provisions on replacement within 6 months after the receipt of the raised funds.
1、 Basic information of 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.
2、 Basic information of raised investment projects
According to the company's prospectus for public issuance of convertible bonds, the total amount of funds to be raised by the company for this public issuance of convertible bonds shall not exceed 600 million yuan (including 600 million yuan, without deducting the issuance expenses). After deducting the issuance expenses, the raised funds are intended to be used for the investment of the following projects:
Unit: RMB 10000
No. investment amount of the project invested by the raised funds amount of the raised funds to be used
1. Intelligent high performance 156100.00 53000.00 environmental friendly nylon fiber project with an annual output of 120000 tons
2. Supplementary working capital 7000.00 7000.00
Total 163100.00 60000.00
3、 Advance investment of self raised funds into raised investment projects and paid issuance expenses
(I) proposed replacement of self raised funds invested in projects with raised funds in advance
In order to ensure the smooth progress of the investment project with raised funds, the company used self raised funds to pre invest the investment project with raised funds according to the actual progress of the investment project with raised funds before the raised funds were in place.
According to the verification report on Zhejiang Zhe Jiang Taihua New Material Co.Ltd(603055) Materials Co., Ltd. pre invested raised investment projects with self raised funds (Zhonghui kuaijin [2022] No. 0014) issued by Zhonghui Certified Public Accountants (special general partnership), as of January 7, 2022, the actual investment amount of the company pre invested raised investment projects with self raised funds was 142.1569 million yuan, The details are as follows:
Unit: RMB 10000
Project name total investment amount self raised funds actually account for the replacement amount of total investment (%)
Intelligent, with an annual output of 120000 tons
High performance environmental friendly nylon fiber 156100.00 142156.90 91.07 44212.23 project
Total 156100.00 142156.90 91.07 44212.23
(II) proposed replacement of self raised funds paid for issuance
The total issuance expenses of the company's raised funds are RMB 7.9745 million (excluding tax). As of January 7, 2022, the issuance expenses paid by the company with self raised funds are RMB 1.3858 million (excluding tax), and the amount of issuance expenses to be replaced by the company is RMB 1.3858 million.
4、 Review procedures for the replacement of raised funds
On January 11, 2022, the company held 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 raised funds to replace self raised funds and self raised funds for issuance expenses of pre invested projects with raised funds. The independent directors of the company expressed their independent opinions on the matter, Zhonghui Certified Public Accountants (special general partnership) issued an assurance report, and the sponsor Citic Securities Company Limited(600030) issued verification opinions, which met the relevant regulatory requirements of China Securities Regulatory Commission and Shanghai Stock Exchange.
5、 Description of special opinions
(I) opinions of independent directors
The independent directors of the company believe that the company uses the raised funds to replace the self raised funds invested in the investment projects and issuance expenses of the raised funds in advance, which is conducive to improving the use efficiency of the raised funds and in line with the interests of all shareholders. The exchange of raised funds does not change the investment direction of raised funds and damage the interests of shareholders. The replacement time of the company's raised funds this time is less than 6 months from the arrival time of the raised funds, which meets the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies of the CSRC The contents and procedures of the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation and other relevant provisions and the management measures for raised funds formulated by the company are legal and compliant. The independent directors unanimously agreed that the company would use the raised funds to replace the self raised funds of RMB 442122300 invested in the investment projects with raised funds in advance and RMB 1385800 paid for the issuance expenses.
(II) opinions of the board of supervisors
The board of supervisors of the company believes that the company uses the raised funds to replace the self raised funds invested in the investment projects of the raised funds in advance and the issuance expenses, which improves the use efficiency of the raised funds, conforms to the interests of all shareholders, and the relevant procedures comply with the stock listing rules of Shanghai Stock Exchange Regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 - standardized operation, etc. This capital replacement does not conflict with the implementation plan of the investment project with raised funds, and there is no situation of changing the investment direction of raised funds and damaging the interests of shareholders in a disguised manner. It is agreed that the company will use the raised funds to replace the self raised funds of RMB 442122300 invested in the investment projects with raised funds in advance and RMB 1385800 paid for the issuance expenses.
(III) opinions of accounting firm
Zhonghui Certified Public Accountants (special general partnership) has verified the company's pre investment of raised capital investment projects and paid issuance expenses with self raised funds, and issued the special instructions on Zhe Jiang Taihua New Material Co.Ltd(603055) pre investment of raised capital investment projects and payment of issuance expenses with self raised funds (Zhonghui kuaijin [2022] No. 0014), It is considered that the special instructions on pre investment of raised investment projects and payment of issuance expenses with self raised funds prepared by the management of the company comply with the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) The provisions of self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation (SZF [2022] No. 2) and relevant format guidelines truthfully reflect the actual situation of Zhe Jiang Taihua New Material Co.Ltd(603055) company's pre investment of raised investment projects and payment of issuance expenses with self raised funds.
(IV) opinions of the recommendation institution
After verification, the recommendation institution believes that the self raised funds that have been invested in the investment projects of raised funds and paid the issuance expenses have been approved by the board of directors and the board of supervisors of the issuer, and the independent directors have expressed their consent opinions, Zhonghui Certified Public Accountants (special general partnership) has reviewed the company's pre investment of raised capital investment projects and paid issuance expenses with self raised funds, and issued relevant assurance reports; The replacement of the raised funds will not affect the normal implementation of the investment projects of the raised funds, there is no violation of the use plan of the raised funds, there is no change in the investment direction of the raised funds in a disguised manner and damage the interests of shareholders.
Therefore, the sponsor agrees the company to implement the matter.
5、 Online announcement document
1. Independent opinions of independent directors of the company on relevant proposals of the 15th meeting of the Fourth Board of directors;
2. Special instructions on Zhe Jiang Taihua New Material Co.Ltd(603055) pre investment of raised capital investment projects and payment of issuance expenses with self raised funds issued by Zhonghui Certified Public Accountants (special general partnership);
3. Verification opinions of Citic Securities Company Limited(600030) on Zhe Jiang Taihua New Material Co.Ltd(603055) using raised funds to replace self raised funds for pre invested projects and issuance expenses issued by Citic Securities Company Limited(600030) .
6、 Filing documents
1. Resolutions of the 15th meeting of the 4th board of directors of the company;
2. Resolution of the 14th meeting of the 4th board of supervisors of the company.
It is hereby announced.
Zhe Jiang Taihua New Material Co.Ltd(603055) board of directors
January 12, 2002
