Guotai Junan Securities Co.Ltd(601211)
About Biem.L.Fdlkk Garment Co.Ltd(002832)
Extension of investment projects with raised funds
Verification opinions
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as "sponsor" or " Guotai Junan Securities Co.Ltd(601211) ") as a sponsor of Biem.L.Fdlkk Garment Co.Ltd(002832) (hereinafter referred to as "company" or " Biem.L.Fdlkk Garment Co.Ltd(002832) ") for continuous supervision, In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, 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 and other relevant provisions, The Biem.L.Fdlkk Garment Co.Ltd(002832) raised funds investment project was seriously and prudently investigated, and the verification opinions are as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Biem.L.Fdlkk Garment Co.Ltd(002832) initial public offering of shares (zjxk [2016] No. 2860) issued by the China Securities Regulatory Commission, the company issued 26670000 RMB common shares (A shares) to the public for the first time, with a par value of 1.00 yuan per share and an issue price of 26.17 yuan per share, and the total amount of funds raised was 697953900.00 yuan, After deducting the issuance expenses excluding tax of RMB 73876900.00, the net amount of raised funds is RMB 624077000.00. All the raised funds have been received on December 20, 2016, and have been verified by Guangdong Zhengzhong Zhujiang Certified Public Accountants (special general partnership) and issued the capital verification report (ghyz [2016] No. g14002150538). The company has deposited all the raised funds in the special account for raised funds.
2、 Use of raised funds
As of December 2021, the company has invested 52.10215 million yuan in the funds raised by the initial public offering, and the balance of the raised funds is 138.2638 million yuan (including the net amount of accumulated bank deposit interest received minus bank handling fees). The specific use of the raised funds in investment projects is as follows:
Accumulative actual investment amount of the planned investment of the raised funds for the investment project with raised funds investment progress (%) amount (10000 yuan) (10000 yuan)
Marketing network construction project 29641.82 29641.82 100.00
Information system improvement construction project 5383.88 5384.03 100.00
Accumulative actual investment amount of the planned investment of the raised funds for the investment project with raised funds investment progress (%) amount (10000 yuan) (10000 yuan)
Supplementary working capital 5000.00 5000.00 100.00
Biem.L.Fdlkk Garment Co.Ltd(002832) intelligent storage center 22412.00 12076.30 53.88
Total 62437.70 52102.15
3、 Specific conditions and reasons for the delay of the investment project with raised funds
The raised investment project to be postponed this time is " Biem.L.Fdlkk Garment Co.Ltd(002832) intelligent storage center". The raised investment project was originally planned to be ready for use on December 31, 2021. The slow implementation progress is mainly due to the fact that the land is the reserved land auctioned by the company in the early stage. The progress of the three links and one equality work of relevant departments before construction is delayed than expected, resulting in the delay of the project progress. According to the current actual situation of the raised investment project and based on the principle of prudence, the company plans to extend the implementation period of the raised investment project to December 31, 2022.
4、 Impact on the company caused by the delay of investment projects with raised funds
This delay is a necessary adjustment made by the company in combination with the actual progress of the raised capital investment project, does not involve the change of the implementation subject, purpose and investment scale of the raised capital investment project, does not change the investment direction of the raised capital in a disguised manner and damage the interests of other shareholders, and will not have an adverse impact on the normal production and operation of the company, In line with the company's long-term development plan. The company will invest and implement in strict accordance with the adjusted construction plan to improve the use efficiency of the raised funds.
5、 Relevant decision-making procedures
(I) deliberations of the board of directors
On January 13, 2022, the 8th meeting of the Fourth Board of directors of Biem.L.Fdlkk Garment Co.Ltd(002832) deliberated and adopted the proposal on the extension of investment projects with raised funds, and agreed to extend the implementation period of the company's fund-raising project " Biem.L.Fdlkk Garment Co.Ltd(002832) intelligent storage center" to December 31, 2022.
(II) opinions of the board of supervisors
On January 13, 2022, Biem.L.Fdlkk Garment Co.Ltd(002832) the sixth meeting of the Fourth Board of supervisors deliberated and adopted the proposal on the extension of investment projects with raised funds, and expressed the following opinions: the extension of the company's investment projects with raised funds is a necessary adjustment made by the company in combination with the actual progress of the investment projects with raised funds, and does not involve the implementation subject of the investment projects with raised funds The change of the purpose and investment scale of the raised funds will not adversely affect the normal production and operation of the company, and will not damage the interests of the company and minority shareholders. It is in line with the provisions of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, etc. The board of supervisors agreed to the company's extension of the investment projects with raised funds. (III) opinions of independent directors
Upon review, the independent directors believe that the delay of the company's investment project with raised funds is a prudent decision made by the company according to the actual progress of the investment project with raised funds. Under the condition that the implementation subject, purpose and investment scale of the investment project with raised funds are not changed, only the investment progress will be adjusted without affecting the normal operation of the investment project with raised funds, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. Necessary decision-making procedures have been performed for the extension of investment projects with raised funds, Comply with the stock listing rules of Shenzhen Stock Exchange, guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, as well as other relevant laws and regulations and the articles of association.
It is agreed that the company will postpone the investment project with raised funds.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
1. The postponement of the company's investment project with raised funds was reviewed and approved by the board of directors and the board of supervisors, and the independent directors expressed their consent. The procedures comply with the relevant requirements of the articles of association, 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 stock listing rules of Shenzhen Stock Exchange;
2. The postponement of some investment projects with raised funds is the decision made by the company based on the actual situation of the investment projects with raised funds, which only involves the change of the date when the investment projects with raised funds reach the expected usable state, and does not involve the change of project implementation subject, investment purpose and investment model of raised funds, There is no change or disguised change in the investment direction of the raised funds or other circumstances damaging the interests of shareholders.
Based on the above verification, the recommendation institution has no objection to the extension of some raised investment projects of the company. (no text below)
(there is no text on this page, which is the signature page of Guotai Junan Securities Co.Ltd(601211) verification opinions on the extension of Biem.L.Fdlkk Garment Co.Ltd(002832) raised capital investment project) sponsor representative:
Fang Zilong, Liu Xiangmao
Guotai Junan Securities Co.Ltd(601211) mm / DD / yy
