China Securities Co., Ltd.
Regarding Dongguan Yian Technology Co., Ltd. to terminate some of the raised funds investment projects
Projects and changes to the verification opinions on the implementation of some fund-raising projects
China Securities Co., Ltd. (hereinafter referred to as "China Securities Co., Ltd." or "sponsor"), as the sponsor of Dongguan Yian Technology Co., Ltd. (hereinafter referred to as "Yian Technology" or "Company") for non-public issuance of stocks, According to the "Administrative Measures for the Sponsorship Business of Securities Issuance and Listing", the "Guidelines for the Sponsorship of Listed Companies on the Shenzhen Stock Exchange", the "Shenzhen Stock Exchange Rules for the Listing of Stocks on the Growth Enterprise Market", and the "Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange's Growth Enterprise Market", etc. The requirements of laws, regulations and regulatory documents have carefully checked the company's termination of some fund-raising investment projects and changes in the implementation of some fund-raising projects. The details are as follows:
1. The situation of raised funds and investment projects
Approved by the China Securities Regulatory Commission on the “Approval of the Approval of the Non-public Issuance of Shares of Dongguan Yian Technology Co., Ltd.” (Zheng Jian Ke [2017] No.1872), the company non-publicly issued 50,000,000 RMB ordinary shares (A shares) and issued The price is 8.60 yuan per share, and the total amount of raised funds is 430,000,000.00 yuan. After deducting various issuance expenses of 10,115,602.58 yuan, the net amount of raised funds is 419,884,397.42 yuan. On February 26, 2018, Tianzhi International Certified Public Accountants (special general partnership) verified the availability of funds for this non-public issuance of shares and issued Tian Vocational Zi [2018] No. 6138 "Capital Verification Report". All raised funds have been deposited in the special account management of raised funds established by the company.
The ``Preplan for the Company's Non-public Issuance of Stocks (Second Revised Draft)'' disclosed the investment projects of the non-public issuance of stocks and the actual amount of funds invested so far are as follows:
Item name
1 Yi'an Yunhai Light Alloy Precision Die Casting Production Base Project
2 Amorphous alloy (liquid metal) precision structure industrialization expansion project
3 Amorphous alloy (liquid metal) R&D center construction project
Commitment project investment
Total (ten thousand yuan)
25,911.00
26,505.00
12,584.00
Actual funds raised
Amount in place (ten thousand
yuan)
16,737.88
17,121.60
8,128.96
As of now actual
Invest in raised funds
Amount (ten thousand yuan)
16,850.20
15,336.63
7.44
Total 65,000.00 41,988.44 32,194.27
2. The plan to terminate some of the fund-raising investment projects and change the implementation of some fund-raising investment projects
The actual amount of funds raised in the construction project of the amorphous alloy (liquid metal) R&D center is 81,289,600 yuan. Up to now, the actual amount of funds raised in the construction project of the amorphous alloy (liquid metal) R&D center is 74,400 yuan, and the remaining amount of funds raised Income including interest was 88,681,100 yuan.
This time the company intends to use the remaining amount of funds raised in the "Amorphous Alloy (Liquid Metal) R&D Center Construction Project" including interest income of RMB 88,681,100 (this amount accounts for 21.12% of the company's net proceeds from non-public issuance of shares). Industrialization Expansion Project of Crystal Alloy (Liquid Metal) Precision Structural Parts (Among them, 63.2 million yuan was used for "Amorphous Alloy (Liquid Metal) Precision Structural Parts Industrialization Expansion Project"," and the remaining 25,481,100 yuan was used for "industrial expansion project of amorphous alloy (liquid metal) precision structural parts". Amorphous alloy (liquid metal) precision structural parts industrialization expansion project” purchase equipment), and terminate the “amorphous alloy (liquid metal) R&D center construction project”; at the same time, the “amorphous alloy (liquid metal) precision structural parts industry The implementation method of the “Chemical Expansion Project” is from a certain transformation of the existing production workshop, the purchase of related equipment to a new plant, the purchase of related equipment, and the adjustment of the investment amount of some items in the project (for the comparison table before and after the adjustment amount, see Article 5 of this announcement. ), but the total investment amount of the "Amorphous Alloy (Liquid Metal) Precision Structural Parts Industrialization Expansion Project" remains unchanged at RMB 300 million. The implementation subject and construction location of "Amorphous Alloy (Liquid Metal) Precision Structural Parts Industrialization Expansion Project" remain unchanged, that is, the implementation subject is Yian Technology, and the construction site is located in the company's existing plant area in Yinquan Industrial Zone, Qingxi Town, Dongguan City .
The company held the eleventh meeting of the fourth board of directors and the tenth meeting of the fourth board of supervisors on April 26, 2021, and reviewed and approved the "Proposal on Terminating Partially Raised Funds Investment Projects and Changing the Implementation Methods of Partial Raised Funds Investment Projects" », the company’s board of supervisors, independent directors and continuous supervision agency CITIC Jiantou Securities Co., Ltd. issued a clear agreement and the proposal still needs to be submitted to the company’s general meeting of shareholders for deliberation.
The termination of part of the fund-raising investment project and the change of the implementation method of some fund-raising investment projects this time do not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the "Management Measures for the Major Asset Restructuring of Listed Companies".
3. Reasons for terminating investment projects with partially raised funds and changing implementation methods of investment projects with partially raised funds
(1) In recent years, with the increasing acceptance of liquid metal in related industries, more and more companies use liquid metal materials to design and manufacture high-performance, high-precision complex structural parts, and the demand for liquid metal continues to increase. In order to meet the demand of the liquid metal market and continue to develop the liquid metal product market, the company's liquid metal production scale needs to be expanded, and the existing production sites cannot meet its development needs. Although the implementation of the construction project of the amorphous alloy (liquid metal) R&D center is conducive to enhancing the company's first-mover advantage and leading position in the amorphous alloy (liquid metal) field, its ultimate goal is to serve the precision structure of the amorphous alloy (liquid metal) Piece industrialization expansion project.
(2) With the increase in customer demand for liquid metal materials and the continuous improvement of quality requirements, the original amorphous alloy (liquid metal) precision structural parts industrialization expansion project will carry out a certain transformation of the existing production workshop and purchase related equipment It is difficult to meet the development needs of the liquid metal industry. In order to give full play to the company's technological leadership and market competitive advantages in the field of amorphous alloy precision structural parts, and to meet the production needs of liquid metal precision structural parts of different specifications, it is necessary to build new factories and purchase related large-scale amorphous alloy machinery and equipment. In order to maintain a complete industrial chain, the company plans to build a new plant in the existing plant in Yinquan Industrial Zone, Qingxi Town, Dongguan City.
(3) At that time, the non-public issuance of stocks for the industrialization and expansion of amorphous alloy (liquid metal) precision structural parts was only a certain transformation of the existing production workshops and purchase of related equipment. It is estimated that the capital demand is not large. The purchase of related large-scale amorphous alloy machinery and equipment has greatly increased the demand for funds compared to before.
In order to change the above situation, in line with the principle of rational, scientific and prudent use of raised funds, to further improve the efficiency of the use of raised funds and reduce the risk of the use of raised funds, the company plans to terminate the "amorphous alloy (liquid metal) R&D center construction project", and at the same time The implementation method of "Amorphous Alloy (Liquid Metal) Precision Structural Parts Industrialization Expansion Project" is changed from the transformation of the existing production workshop, the purchase of related equipment to the new plant and the purchase of related equipment, and the adjustment of the investment amount of some items in the project .
4. Termination of investment projects with partially raised funds and changes to the implementation methods of investment projects with partially raised funds will affect the company
The company terminated the amorphous alloy (liquid metal) R&D center construction project and changed the amorphous alloy (liquid metal)
Before the change
After the change
Investment amount (ten thousand yuan)
Investment amount (ten thousand yuan)
Proportion of investment
Total investment in fixed assets
Total investment in fixed assets
27,300 91.00%
Equipment purchase and
Equipment purchase and
24,431 81.43%
installation
installation
Renovation and decoration costs
Plant construction project
2,869 9.57%
Bottom working capital
Bottom working capital
2,700 9.00%
project total investment
30,000
100.00%
project total investment
30,000
100.00%
Serial number
The implementation method of the industrial expansion project of precision structural parts fully considers the actual development situation, which is conducive to integrating the company’s existing resources, improving the efficiency of the use of raised funds and reducing the risk of using raised funds, and further enhancing the industrialization and market development capabilities of liquid metals. , In line with the company's development strategy, there is no behavior that harms the interests of the company and all shareholders.
Although the company has demonstrated the feasibility of the above situation, it is also possible that due to changes in the policy environment, project construction progress, market environment, etc., the industrial expansion project of amorphous alloy (liquid metal) precision structural parts may not achieve the expected implementation The effect is to draw investors’ attention to risks.
Fifth, the situation of the investment projects with raised funds after the implementation of the change
(1) Project Name: Industrialization Expansion Project of Amorphous Alloy (Liquid Metal) Precision Structural Parts
(2) Construction address: Existing factory area in Yinquan Industrial Zone, Qingxi Town, Dongguan City
(3) Main construction content:
New plant and purchase of large-scale amorphous alloy machinery and equipment
(4) Investment budget:
The total investment of the project is about 300 million yuan. The comparison of the specific investment expenditure before and after the change is as follows:
name
1 1.1 1.2 2 3
27,300
20,980
6,320
2,700
Investment proportion
91.00%
69.93%
21.07%
9.00%
(5) Project necessity and feasibility analysis
This time only the implementation method of the industrial expansion project of amorphous alloy (liquid metal) precision structural parts has been changed and the investment amount of some items in the project has been adjusted. The total investment amount, end use and purpose of the project have not changed, and the implementation of the project is necessary , Feasibility has not changed compared with before the change.
7. Sponsor's verification opinions
Upon verification, the sponsor believes that:
The company's termination of part of the fund-raising investment project and the change of the implementation method of some of the fund-raising investment projects are normal decisions made by the company in accordance with the overall development strategy based on objective and actual conditions, and there is no situation that harms the interests of all shareholders. The above matters have been reviewed and approved at the 11th meeting of the 4th Board of Directors and the 10th Meeting of the 4th Board of Supervisors. The Board of Supervisors and independent directors of the company have expressed clear and agreed opinions. The relevant procedures are in compliance with the Company Law and the Shenzhen Stock Exchange. The requirements of laws, regulations and regulatory documents such as the Rules for the Listing of Stocks on the ChiNext, the Guidelines on the Standard Operation of Companies Listed on the ChiNext of the Shenzhen Stock Exchange, and the requirements of the Articles of Association.
In summary, this institution has no objection to the company's termination of part of the fund-raising investment projects and changes to the implementation of some of the fund-raising investment projects. The above matters still need to be submitted to the company's general meeting of shareholders for deliberation and can only be implemented after deliberation.
(No text below)
(There is no text on this page. It is the signed page of "China Securities Co., Ltd.'s Verification Opinions on the Termination of Some Fund-raised Investment Projects and the Change of Implementation Methods of Some Fund-raised Projects of Dongguan Yian Technology Co., Ltd.")
Signature of sponsor representative:
He Xinmiao Zhang Yu
CITIC Construction Investment Securities Co., Ltd. Year Month Day
