Haitong Securities Company Limited(600837)
Verification opinions on Ningbo Exciton Technology Co.Ltd(300566) using raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) as a sponsor of Ningbo Exciton Technology Co.Ltd(300566) (hereinafter referred to as “Ningbo Jizhi” or “company”) to continuously supervise the issuance of shares to specific objects in 2021, according to the measures for the administration of securities issuance and listing sponsor business and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies Relevant provisions such as Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, and Shenzhen Stock Exchange listed companies information disclosure guidelines No. 6 – recommendation business, The company has verified the use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses. The details are as follows:
1、 Basic information of raised funds
With the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on Approving the registration of Ningbo Exciton Technology Co.Ltd(300566) issuing shares to specific objects (zjxk [2021] No. 3476), Ningbo Exciton Technology Co.Ltd(300566) (hereinafter referred to as “company”, “issuer” or ” Ningbo Exciton Technology Co.Ltd(300566) “) issued 27920000 RMB common shares (A shares) to 17 specific objects, The issue price is 25.00 yuan / share, and the total amount of raised funds is 698000000.00 yuan. After deducting the issuance expenses (excluding value-added tax) and stamp duty, the total amount is 9670238.68 yuan, and the actual net amount of raised funds is 688329761.32 yuan.
The above raised funds were received on December 8, 2021, and Lixin Certified Public Accountants (special general partnership) issued the Ningbo Exciton Technology Co.Ltd(300566) capital verification report (Xin Kuai Shi Bao Zi [2021] No. zf11065) on November 13, 2021. The company has adopted the special account storage management for the raised funds, and signed the supervision agreement for the raised funds with the special account bank and the sponsor.
2、 Plans for investment projects committed by raised funds
Matters related to the company’s issuance of shares to specific objects have been deliberated and approved at the 13th meeting of the third board of directors and the 17th meeting of the third board of directors, and at the first extraordinary general meeting of shareholders in 2021. The company plans to issue shares to specific objects this time, and the net amount of the raised funds after deducting the issuance expenses will be fully invested in the following projects:
Unit: 10000 yuan
No. project name total project investment raised capital investment
1 optical film production base construction project 37000.00 30000.00
2 Cecep Solar Energy Co.Ltd(000591) packaging film production base construction project 29000.00 20000.00
3. Supplementary working capital 19800.00 19800.00
Total 85800.00 69800.00
If the company uses self raised funds or other funds to invest in the raised funds projects before the raised funds are in place, the part invested in advance with its own funds will be replaced with the raised funds after the raised funds are in place.
If the actual net amount of raised funds is less than the amount of raised funds to be invested in the above projects, the company will adjust and finally determine the specific investment amount of raised funds according to the actual net amount of raised funds and the priorities of the projects. The insufficient part of raised funds shall be solved by the company through self raised funds or other means.
3、 Investment projects invested with raised funds in advance with self raised funds and payment of issuance expenses
(I) investment projects invested with raised funds in advance with self raised funds
As of December 16, 2021, the actual investment amount of the company’s self raised funds in advance into the raised funds investment project is 51922331.81 yuan, as follows:
Unit: Yuan
Sequence item name: amount invested in advance raised fund replacement investment amount No
1 optical film production base construction project 41885191.81 41885191.81
2 Cecep Solar Energy Co.Ltd(000591) packaging film production base construction project 10037140.00 10037140.00
Total 51922331.81
(II) advance payment of issuance expenses with self raised funds
As of December 16, 2021, the company has paid a total of RMB 641509.44 in advance with self raised funds, as follows:
Unit: Yuan
S / N expense category pre invested amount raised fund replacement invested amount
1. Attorney fees 452830.19 452830.19
2 accountant fees 188679.25 188679.25
Total 641509.44
4、 Decision making procedures for the performance of this replacement
(I) procedures of the board of directors
On January 12, 2022, the company held the 20th meeting of the third board of directors, deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the raised funds investment projects and paid issuance expenses in advance, and agreed to use the raised funds to replace the self raised funds invested in the raised funds investment projects and paid issuance expenses of 52563841.25 yuan.
(II) procedures of the board of supervisors
On January 12, 2022, the company held the 21st Meeting of the third board of supervisors, deliberated and adopted the proposal on using the raised funds to replace the self raised funds that have been invested in the investment projects of the raised funds and paid the issuance expenses in advance. The board of supervisors held that according to the special audit report on Ningbo Exciton Technology Co.Ltd(300566) raised capital replacement issued by Lixin Certified Public Accountants (special general partnership) (Xin Kuai Shi Bao Zi [2021] No. zf1120), on December 16, 2021, the company invested the raised investment projects and paid the issuance expenses with self raised funds in advance, totaling RMB 52563841.25. It is agreed that the company will use the raised funds of RMB 52563841.25 to replace the self raised funds that have been invested in the investment projects of the raised funds and paid the issuance expenses in advance.
(III) opinions of independent directors
After verification, the independent directors believe that the company’s plan to use the raised funds to replace the self raised funds that have been invested in the investment projects of raised funds in advance and paid the issuance expenses has fulfilled the necessary deliberation procedures, and is in line with the guidelines for self discipline supervision of listed companies on Shenzhen stock exchange No. 2 – standardized operation of companies listed on GEM 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 company’s measures for the management of raised funds will not conflict with the implementation plan of the investment projects with raised funds, affect the normal progress of the investment projects with raised funds, or change the investment direction of raised funds in a disguised manner or damage the interests of the company and shareholders, It is conducive to improving the use efficiency of the raised funds. The replacement time is 52563841.25 yuan from the arrival of the raised funds to the investment projects and the self raised funds to pay the issuance expenses.
(IV) certified public accountants issue assurance conclusions
Lixin Certified Public Accountants (special general partnership) reviewed the company’s pre investment of raised capital investment projects and payment of issuance expenses with self raised funds as of December 16, 2021, and issued the special audit report on Ningbo Exciton Technology Co.Ltd(300566) raised capital replacement (Xin Kuai Shi Bao Zi [2021] No. zf1120), The special instructions on replacing self raised funds invested in raised investment projects and paying issuance expenses with raised funds prepared by the management of the company comply with the relevant provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the standardized operation of Companies listed on the gem of Shenzhen Stock Exchange, In all major aspects, it truthfully reflects the actual situation of the company’s pre investment of raised funds in investment projects and payment of issuance expenses with self raised funds.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of the raised funds to replace the self raised funds that have been invested in the investment projects of the raised funds in advance and paid the issuance expenses has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, and Lixin certified public accountants has issued a special audit report and fulfilled the necessary approval procedures. The company’s use of the raised funds to replace the self raised funds invested in the investment projects of the raised funds in advance and the paid issuance expenses does not change the purpose of the raised funds in a disguised manner and damage the interests of shareholders, will not affect the normal progress of the investment projects of the raised funds, and the replacement time shall not exceed six months from the arrival time of the raised funds, Comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standard operation of GEM listed companies and the company’s raised funds management system. The recommendation institution has no objection to the company’s use of the raised funds to replace the investment projects invested in the raised funds in advance and the self raised funds paid for the issuance expenses.
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(there is no text on this page, which is the signature and seal page of Haitong Securities Company Limited(600837) verification opinions on Ningbo Exciton Technology Co.Ltd(300566) using raised funds to replace self raised funds invested in advance and paid issuance expenses) signature of the sponsor representative:
Xue yangzhang River
Haitong Securities Company Limited(600837) January 12, 2022
