Citic Securities Company Limited(600030)
The verification opinions on Zhe Jiang Taihua New Material Co.Ltd(603055) using the raised funds to replace the self raised funds invested in the raised investment projects in advance and the issuance expenses Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "recommendation institution") as the recommendation institution for Zhe Jiang Taihua New Material Co.Ltd(603055) (hereinafter referred to as " Zhe Jiang Taihua New Material Co.Ltd(603055) " or "company") to publicly issue convertible corporate bonds, in accordance with the administrative measures for securities issuance and listing recommendation business Guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation and other relevant provisions, The following opinions are expressed on the matters involved in the proposal on replacing self raised funds invested in advance with raised funds and paid issuance expenses deliberated at the 15th meeting of Zhe Jiang Taihua New Material Co.Ltd(603055) the Fourth Board of directors: 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.
2、 Overview of investment projects with raised funds
According to the company's prospectus for public issuance of convertible bonds and corporate bonds, the company's public development
The total amount of funds to be raised from convertible corporate bonds of the bank shall not exceed 600 million yuan (including 600 million yuan),
Before deducting the issuance expenses), the raised funds, after deducting the issuance expenses, are intended to be used for the investment of the following projects:
Unit: 10000 yuan
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 53000.00
Environmental Friendly Nylon fiber project
2. Supplementary working capital 7000.00 7000.00
Total 163100.00 60000.00
3、 Advance investment of self raised funds into projects invested by raised funds
(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 the raised funds, the company shall, before the raised funds are in place, according to
The actual progress of the projects invested with raised funds has been predicted with self raised funds
Invest first.
According to the notice on Zhejiang Zhe Jiang Taihua New Material Co.Ltd(603055) Material Co., Ltd. issued by Zhonghui Certified Public Accountants (special general partnership)
The assurance report of the Company Limited on the projects invested with raised funds in advance with self raised funds (Zhonghui kuaijin [2022] No. 0014), as of January 7, 2022, the company has invested the actual investment in the projects invested with raised funds in advance with self raised funds
The amount is 142.1569 million yuan, as follows:
Unit: 10000 yuan
Project name total investment amount proportion of self raised funds in total investment amount to be replaced inter country investment amount (%)
Intelligent, with an annual output of 120000 tons
High performance environmental friendly nylon fiber 156100.00 142156.90 91.07 44212.23d project
Total 156100.00 142156.90 91.07 44212.23
(II) proposed replacement of self raised funds paid for issuance
As of January 7, 2022, the company has used self raised funds to pay the issuance fee of RMB 1.3858 million (excluding
Including tax), it is proposed to use the raised funds for one-time replacement.
4、 Review procedures and special opinions
(I) deliberations of the board of directors
The company held the 15th meeting of the 4th board of directors on January 11, 2022, deliberated and adopted the proposal on replacing self raised funds of pre invested projects with raised funds, and agreed to use the raised funds to replace the self raised funds of 442122300 yuan of pre invested projects with raised funds and 1385800 yuan of self raised funds with paid issuance expenses.
(II) deliberations of the board of supervisors
The company held the 14th meeting of the 4th board of supervisors on January 11, 2022, deliberated and passed the proposal on using raised funds to replace self raised funds invested in projects invested with raised funds in advance, and agreed to use raised funds to replace 442122300 yuan of self raised funds invested in projects invested with raised funds in advance and 1385800 yuan of self raised funds paid for issuance expenses.
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 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.
(IV) 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. 5、 Verification 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.
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