Verification opinions of Zhongtian Guofu Securities Co., Ltd. on closing some raised investment projects of initial public offering of shares by Luoyang Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) new materials Co., Ltd. and using the surplus raised funds for other raised investment projects
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “Zhongtian Guofu securities” and “sponsor”) as the sponsor of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as ” Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) ” and “company”) for continuous supervision, in accordance with 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 shares on the science and Innovation Board of Shanghai Stock Exchange and In accordance with the requirements of relevant laws and regulations such as the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, a prudent examination has been conducted on the closing of the raised investment project of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) initial public offering of shares and the use of the surplus raised funds for other raised investment projects. The examination results and opinions are as follows:
1、 Basic information of funds raised by initial public offering
According to the reply on Approving the registration of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) initial public offering (zjxk [2019] No. 2017) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on October 28, 2019, the company was approved to publicly issue 14460000 RMB common shares (A shares) at an issue price of 43.28 yuan per share, The total amount of raised funds is 625828800 yuan. After deducting 55.9108 million yuan (excluding value-added tax) related to issuance such as underwriting and recommendation expenses, the net amount of raised funds is 569.918 million yuan. Ruihua Certified Public Accountants (special general partnership) verified the capital availability of the company’s initial public offering and issued the capital verification report (rhyz [2019] No. 01540006).
In order to standardize the management of the company’s raised funds and protect the rights and interests of investors, all the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company has signed the tripartite supervision agreement on the storage of special account for raised funds with the sponsor and the deposit bank of special account for raised funds.
2、 Investment projects with raised funds
No. project name total investment to be invested in raised funds
1 adsorption material industrial park project (phase III) 20036.62 18300.00
2. Technological innovation center construction project 6412.50 6412.50
3. Project with an annual output of 4500 tons of oxygen enriched molecular sieve 2146.77 1800.00
4 construction project of 5000 ton activated alumina production line 1832.87 1800.00 items
5. 396000 T / a reclaimed water recycling project 5086.80
6 finished product warehouse intelligent transformation project 3000.00 3000.00
Total 38515.56 36399.30
2. According to the proposal on using part of the over raised funds to permanently supplement working capital and the proposal on using part of the over raised funds to invest in the construction of new projects deliberated and adopted at the first extraordinary general meeting in 2020, the company’s investment projects with over raised funds are as follows:
Unit: 10000 yuan
No. project name total investment to be invested in raised funds
1. Invest in the construction of high-efficiency hydrogen and oxygen production molecular sieve 5368.78 project
2 Permanent supplementary working capital 6000.00
Total 11368.78
3. According to the proposal on the company using part of the over raised funds to invest in the establishment of new projects of overseas subsidiaries deliberated and adopted at the second extraordinary general meeting of shareholders in 2020, the company’s investment projects with over raised funds are as follows:
Unit: 10000 yuan
No. project name total investment to be invested in raised funds
1. Construction project of Thailand subsidiary 10655.05 9223.72
3、 Utilization and savings of raised funds of the project invested with raised funds settled this time
As of December 31, 2021, the specific use and savings of the investment projects with raised funds are as follows:
Unit: Yuan
Project Name: the raised funds are planned to be invested in the raised funds but not used. The balance of the raised funds to be paid is expected to the progress of the project. The total amount of the investment is the amount of the raised funds. The amount of the raised funds is calculated as the remaining amount
High investment and construction
Effective hydrogen production, 320687800 32058889 21628910 3596539 18032371 settled oxygen molecular sieve item.00.57.43 28.15
order
Total 53687800 32058889 21628910 3596539 18,032,371 –
.00 .57 .43 28 .15
Note: the amount finally transferred into the special account of other raised investment projects of the company shall be subject to the amount of raised funds not used for the secondary settlement of raised funds investment projects in Japan; The balance to be paid will be paid through its own funds.
4、 The main reasons for the savings of raised funds of the closed project
1. The “investment and construction of high-efficiency hydrogen and oxygen molecular sieve project” has been completed, the production line can produce stably, meet the predetermined requirements of the project and meet the predetermined operating conditions, and the project can be concluded.
2. In the process of project implementation, the company will use the raised funds prudently in strict accordance with the relevant provisions on the use of raised funds, proceed from the actual situation of the project, follow the principles of rationality, economy and effectiveness, and on the premise of ensuring the quality of project construction, strengthen the control, supervision and management of costs in all links of project construction, and reasonably dispatch and optimize the allocation of various resources, Reduce project construction costs and expenses.
5、 Use plan of surplus raised funds
The company plans to transfer all the unused raised funds of 21628910.43 yuan (the actual amount shall be subject to the amount of raised funds transferred out when the raised funds for the secondary settlement investment project in Japan have not been used) from the raised investment project “investment and construction of high-efficiency hydrogen and oxygen molecular sieve project” to the raised investment project under construction “construction of reclaimed water recycling and comprehensive utilization of resources” Construction of.
The basic information of other raised investment projects “reclaimed water recycling and resource comprehensive utilization construction project” is as follows: Project Name: reclaimed water recycling and resource comprehensive utilization construction project
Project implementation subject: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Project construction content: the new reclaimed water treatment workshop project covers a total area of 1800 ㎡, a construction area of 5400 ㎡, and a total investment of 121.9164 million yuan.
The company uses the surplus raised funds for other raised investment projects, which is conducive to improving the use efficiency of the raised funds, which is in line with the actual situation of the company’s operation, and there is no damage to the interests of the company’s shareholders, especially the minority shareholders.
6、 Review procedures for implementation
The seventh meeting of the third board of directors and the fifth meeting of the third board of supervisors deliberated and adopted the proposal on closing some raised investment projects of initial public offering and using the surplus raised funds for other raised investment projects, It is agreed to close the raised investment project “investment and construction of high-efficiency hydrogen and oxygen molecular sieve project” and use the surplus raised funds for “construction project of reclaimed water recycling and comprehensive utilization of resources”. The independent directors of the company have expressed their independent opinions on the above matters.
7、 Verification opinions of the recommendation institution
Upon verification, Zhongtian Guofu Securities believes that:
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) it is Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) a prudent decision made by Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) according to the actual situation of the implementation of the project to close some raised investment projects in the initial public offering and use the surplus raised funds for other raised investment projects. There is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders; The closing of some raised investment projects and the use of the surplus raised funds for other raised investment projects “reclaimed water recycling and comprehensive utilization of resources” have been deliberated and approved by the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) board of directors and the board of supervisors. The independent directors have expressed their independent opinions with explicit consent, performed the necessary decision-making procedures, and met the requirements of relevant laws, regulations and normative documents.
Zhongtian Guofu securities has no objection to the closing of some raised investment projects in the initial public offering and the use of the surplus raised funds for other raised investment projects “reclaimed water recycling and resource comprehensive utilization construction projects”.
(there is no text on this page, which is the signature and seal page of Zhongtian Guofu Securities Co., Ltd. on the verification opinions on closing some raised investment projects of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) initial public offering and using the surplus raised funds for other raised investment projects) sponsor representative:
Li Gang, Shi Shuai
Zhongtian Guofu Securities Co., Ltd. mm / DD / 2022
