Northeast Securities Co.Ltd(000686)
About Fujian Snowman Co.Ltd(002639)
Verification opinions on replacement of issuance expenses and replacement of early investment with raised funds
Northeast Securities Co.Ltd(000686) (hereinafter referred to as " Northeast Securities Co.Ltd(000686) " or "sponsor") is the sponsor of the non-public offering project of Fujian Fujian Snowman Co.Ltd(002639) company (hereinafter referred to as " Fujian Snowman Co.Ltd(002639) " or "company"), In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), and other relevant provisions, The relevant conditions of Fujian Snowman Co.Ltd(002639) replacing the self raised funds invested in the project with the raised funds in advance have been checked, as follows:
1、 Basic information of raised funds
Approved by the reply on approving Fujian Snowman Co.Ltd(002639) non-public offering of shares (zjxk [2021] No. 3202) issued by the China Securities Regulatory Commission, Fujian Snowman Co.Ltd(002639) (hereinafter referred to as "the company" or " Fujian Snowman Co.Ltd(002639) ") 9852941100 ordinary shares (A shares) were issued in 2021, with a par value of 1 yuan and an issue price of 6.80 yuan per share. As of December 2, 2021, the company has raised a total of 6699999480 yuan, deducting 684279862 yuan of issuance related expenses (excluding tax), and the net amount of funds actually raised is 66315719618 yuan. As of December 2, 2021, all the funds raised by the above issuance of the company have been in place and have been verified and confirmed by Dahua Certified Public Accountants (special general partnership) with the capital verification report "Dahua Yan Zi [2021] No. 000840".
2、 Investment projects with raised funds
The total amount of funds raised in this non-public offering of shares does not exceed 670 million yuan (including this amount). After deducting the issuance expenses, the raised funds will be used for the following items:
Unit: 10000 yuan
Project investment commitment of raised funds project filing code
Total investment
Hydrogen fuel cell system production base construction project 45 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 5 China Vanke Co.Ltd(000002) 10435011204-01261117
Hydrogen technology R & D center construction project 10 Ping An Bank Co.Ltd(000001) 0 China Vanke Co.Ltd(000002) 10435011204-01975893
Supplementary working capital 12 Ping An Bank Co.Ltd(000001) 131572-
Total 67 Shenzhen Zhenye(Group)Co.Ltd(000006) 631572-
Before the raised funds of this issuance are in place, the company will pay the funds required by the project with self raised funds according to the actual progress, capital demand, priorities and other conditions of the project, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
3、 Advance investment of self raised funds into projects with raised funds
On April 27, 2022, the company held the second meeting of the Fifth Board of directors and the second meeting of the Fifth Board of directors, deliberated and approved the proposal on replacing the issuance expenses and using the raised funds to replace the early investment, agreed that the company would replace the self raised funds invested in the investment projects with the raised funds of RMB 1864335000, and agreed that the company would replace the issuance expenses of RMB 212581749. At the same time, Dahua Certified Public Accountants (special general partnership) issued the verification report of Fujian Snowman Co.Ltd(002639) using self raised funds to invest in projects with raised funds in advance (dahuahe Zi [2022] No. 007427) on April 26, 2022.
As of December 31, 2021, the company has invested 1864335000 yuan in advance with self raised funds. The details are as follows:
Monetary unit: RMB
Serial number: the name of the raised investment project has been preset, where:
Initial working capital for infrastructure equipment purchase
1 hydrogen fuel cell system production base construction project 1864335000 -- 1864335000
2. Construction project of hydrogen energy technology R & D center ----
3 supplementary working capital 0 -- 0
Total 1864335000 -- 1864335000
Fujian Snowman Co.Ltd(002639) non public offering of shares to raise funds for investment projects was filed and approved on September 30, 2021, and was approved by the resolution of the company's 2021 annual general meeting of shareholders to invest with the raised funds. The investment projects with raised funds have been invested by the company with self raised funds before the raised funds are in place. The early investment of this replacement does not change the purpose of the raised funds in a disguised form, which will not affect the normal progress of the investment plan of the raised funds. The replacement time is no more than 6 months from the arrival time of the raised funds.
In addition, the total issuance cost of the non-public offering to be replaced is 212581749 yuan (excluding tax), as follows:
Monetary unit: RMB
No. issue expense item name issue expense amount (tax included) amount to be replaced (tax excluded)
1. Underwriting and recommendation fee 1000 China Baoan Group Co.Ltd(000009) 4339623
2 lawyer's fee 650 Shenzhen Zhenye(Group)Co.Ltd(000006) 1320755
3. Capital verification and special audit fee 2585 Shenzhen Tellus Holding Co.Ltd(000025) 215766
4 handling charges and others 3170560531705605
Total 223452941212581749
4、 Approval procedures and relevant opinions for the replacement of raised funds
(I) deliberations of the board of directors
On April 27, 2022, the second meeting of the Fifth Board of directors of the company deliberated and approved the proposal on replacing the issuance expenses and using the raised funds to replace the early investment, agreed that the company would replace the self raised funds that have been invested in the investment projects with the raised funds in advance with the raised funds of RMB 1864335000, and agreed that the company would replace the issuance expenses of RMB 212581749.
(II) review opinions of the board of supervisors
On April 27, 2022, the second meeting of the Fifth Board of directors of the company deliberated and approved the proposal on replacement of issuance expenses and replacement of early investment with raised funds. After review, the board of supervisors held that the replacement of issuance expenses and replacement of early investment with raised funds of the company comply with the provisions of relevant laws, regulations and normative documents, meet the development needs of the company's hydrogen energy field, and do not conflict with the implementation plan of raised investment projects, It does not affect the normal progress of the raised investment project, and there is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. At the same time, the replacement time is less than 6 months from the arrival time of the raised funds. The board of supervisors agreed that the company would replace the self raised funds invested in the investment projects with the raised funds of 1864335000 yuan, and agreed that the company would replace the issuance expenses of 212581749 yuan.
(III) opinions of independent directors
The independent directors of the company believe that the company's replacement of issuance expenses and the use of raised funds to replace early investment comply with the provisions of relevant laws, regulations and normative documents, meet the needs of the company's development, do not conflict with the implementation plan of raised investment projects, do not affect the normal progress of raised investment projects, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders, At the same time, the replacement time is less than 6 months from the arrival time of the raised funds. It is unanimously agreed that the company will replace the issuance expenses and that the company will use the raised funds to replace the self raised funds that have been invested in the investment projects with the raised funds in advance.
(IV) assurance opinion of accounting firm
Dahua Certified Public Accountants (special general partnership) issued the authentication report of Fujian Snowman Co.Ltd(002639) pre investment of raised funds in investment projects with self raised funds (dahuahe Zi [2022] No. 007427) on April 26, 2022. It is considered that the special description of pre investment of raised funds in investment projects with self raised funds prepared by Fujian Snowman Co.Ltd(002639) conforms to the relevant provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, In all major aspects, it fairly reflects the situation that Fujian Snowman Co.Ltd(002639) as of December 31, 2021 invested the raised funds in advance with self raised funds.
5、 Verification opinions of the recommendation institution
After checking the resolutions of the board of directors, the resolutions of the board of supervisors, the independent opinions issued by the independent directors, the assurance report issued by Dahua Certified Public Accountants (special general partnership), the issuance expenses involved in this non-public offering and other materials, the sponsor believes that the issue of Fujian Snowman Co.Ltd(002639) replacing the self raised funds and issuance expenses invested in the investment projects with raised funds in advance with raised funds has been approved by the board of directors and the board of supervisors of the issuer, The independent directors gave their consent, and Dahua Certified Public Accountants (special general partnership) reviewed the investment projects invested by the company with self raised funds in advance, 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, and there is no change in the investment direction of the raised funds and damage to the interests of shareholders.
In conclusion, the recommendation institution agrees that the company will use 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.
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