Securities code: Fujian Snowman Co.Ltd(002639) securities abbreviation: Fujian Snowman Co.Ltd(002639) Announcement No.: 2022028 Fujian Snowman Co.Ltd(002639)
Announcement on replacement of issuance expenses and replacement of early investment with raised funds
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of investment and replacement 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. After deducting the expenses related to the issuance (excluding tax) of 684279862 yuan, 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”.
As of December 31, 2021, the total amount of raised funds used by the company was 38716081320 yuan, including:
Use of raised funds
Commitment of raised funds
Temporary replenishment of liquidity for investment projects with raised funds
Investment amount (yuan) total cash invested in project management
capital
Hydrogen fuel cell system
Production base construction project 450000 Ping An Bank Co.Ltd(000001) 2856556750000 China Vanke Co.Ltd(000002) 20000 China Vanke Co.Ltd(000002) 7128565567
Hydrogen energy technology R & D Center
Construction project 100000 Shenzhen Fountain Corporation(000005) 87515753300000 China Tianying Inc(000035) 87515753
Supplementary working capital 113157196188000000000 08000000000
Total 66315719618871608132080000 China Vanke Co.Ltd(000002) 200000 Shenzhen Capstone Industrial Co.Ltd(000038) 716081320
The balance of the special account for the deposit of raised funds is 27859084117 yuan, including 27599638298 yuan of the balance of raised investment projects, 212581749 yuan of issuance expenses to be replaced, and 46864070 yuan of deposit interest income, financial income and bank handling fees.
2、 Advance investment of self raised funds into projects with raised funds
1. The issuance of non-public offering shares and the investment projects promised to raise funds in the listing announcement
“After deducting the issuance expenses, the funds raised in this non-public offering are intended to be used for the construction project of hydrogen fuel cell system production base, the construction project of hydrogen energy technology R & D center and supplementary working capital”
Monetary unit: RMB 10000
Serial No. project name total project investment commitment to raise funds project filing or
Investment amount approval document
1 hydrogen fuel cell system production base construction project 45 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 5 China Vanke Co.Ltd(000002) 10435011204-01-
two hundred and sixty-one thousand one hundred and seventeen
2 hydrogen energy technology R & D center construction project 10 Ping An Bank Co.Ltd(000001) 0 China Vanke Co.Ltd(000002) 10435011204-01-
nine hundred and seventy-five thousand eight hundred and ninety-three
3. 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 issuer will pay the funds required by the project with self raised funds according to the actual progress, capital demand and priorities of the project, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.”
2. Advance investment of self raised funds into projects with raised funds
As of December 31, 2021, 1864335000 yuan of self raised funds has been invested in advance. The details are as follows: monetary unit: RMB yuan
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. 3、 Issuance expenses to be replaced
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 81 Shenzhen Quanxinhao Co.Ltd(000007) 641509
4. Capital verification and special audit fee 1775 Shenzhen China Bicycle Company (Holdings) Limited(000017) 574257
5 handling charges and others 3170560531705605
Total 223452941212581749
4、 Approval procedures and relevant opinions for the replacement of raised funds
1. 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.
2. Review opinions of the board of supervisors
On April 27, 2022, the second meeting of the 5th board of supervisors 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.
3. 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.
4. Assurance opinion of accounting firm
Dahua Certified Public Accountants (special general partnership) issued the verification 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 27, 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 verification, the sponsor believes that: the matters of Fujian Snowman Co.Ltd(002639) replacing the self raised funds and issuance expenses invested in the investment projects with the raised funds in advance by the raised funds have been approved by the board of directors and the board of supervisors of the issuer, and the independent directors have expressed their consent. Dahua Certified Public Accountants (special general partnership) has reviewed the investment projects invested in the raised funds in advance by the company with the 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, and there is no change in the investment direction of the raised funds and damage to the interests of shareholders.
5、 Documents for future reference
1. Resolutions of the second meeting of the 5th board of directors;
2. The second meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on matters related to the resolutions of the second meeting of the Fifth Board of supervisors;
