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Stock code: 688122 Stock abbreviation: Western Superconductor Announcement No.: 2024-033
Western Superconducting Materials Technology Co., Ltd
Regarding the completion of some fund-raising projects, the surplus funds will be raised
Announcement of permanent replenishment of liquidity
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Western Superconducting Materials Technology Co., Ltd. (hereinafter referred to as the "Company") on October 30, 2024
The first meeting of the Audit Committee of the Fifth Board of Directors, the third meeting of the Fifth Board of Directors, and the third meeting of the Fifth Board of Supervisors were held, and the "Proposal on the Completion of Part of the Fund-raising Projects and the Permanent Replenishment of Liquidity with the Surplus Raised Funds" was deliberated and approved. Approved the company to complete the "high-performance superconducting wire industrialization project" (hereinafter referred to as the "project") of the fund-raising project, and permanently replenish the working capital with the surplus raised funds. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation, and the sponsor has issued a verification opinion with no objection to this matter. The details are as follows:
First, the basic situation of the funds raised
According to the China Securities Regulatory Commission's "Concerning the Consent to the Western Region" issued by the China Securities Regulatory Commission on November 23, 2021
In the Reply to the Registration of Superconducting Materials Technology Co., Ltd.'s Issuance of Shares to Specific Targets (Zheng Jian Xu Xu (2021) No. 3709), the Company issued 22,774,069 ordinary shares (A shares) to specific targets, with a par value of RMB 1 per share and an issue price of RMB 88.39 per share, raising a total of RMB 2,012,999,958.91. After deducting the sponsor fee and underwriting fee of RMB29,995,282.43, the Company received the raised funds of RMB1,983,004,676.48, net of other issuance fees paid by the Company
After using a total of RMB1,919,345.20, the net amount of funds raised was RMB
$1,981,085,331.28. As of December 29, 2021, the transfer of the above raised funds has been completed
Completed, it has been verified by Zhonghuan Certified Public Accountants (Special General Partnership) and issued Zhonghuan Yanzi [2021] No. 170004 Capital Verification Report.
Second, the company's raised funds to invest in projects
As of June 30, 2024, the investment and use of the raised funds are as follows:
Unit: RMB
Committed investment of raised funds Committed investment as of the end of the period Cumulative investment as of the end of the period Investment as of the end of the period
Project Name Total Amount (1) Amount (2) Progress (3) =
(2)/(1)
Aerospace high-performance gold 971,000,000.00 971,000,000.00 450,514,851.40 46.40%
It is a material industrialization project
High Performance Superconducting Wire Industry 100,820,000.00 100,820,000.00 27,601,173.43 27.38%
project
Superconducting Innovation Research Institute Project 230,000,000.00 230,000,000.00 23,534,419.72 10.23%
Superconducting Industry Innovation Center 373,200,000.00 373,200,000.00 6,309,171.26 1.69%
Replenishment of liquidity 306,065,331.28 306,065,331.28 306,401,489.99 100.11%
Total 1,981,085,331.28 1,981,085,331.28 814,361,105.80 41.11%
Note: The above data is unaudited as of June 30, 2024. For details of other uses of the company's raised funds, please refer to the company's information
On August 30, 2024, the "2024 Semi-annual Deposit and Actual Use of Raised Funds" disclosed on the website of the Shanghai Stock Exchange
Special report on the situation.
3. The use and savings of the funds raised by the project
(1) The specific use and savings of the funds raised by the project
The investment project of the raised funds for this project is the "high-performance superconducting wire industrialization project", which has been completed on April 30, 2024 and reached the expected production capacity target. As of September 30, 2024, the project is expected to save 77,740,414.78 yuan of raised funds, and the use of raised funds and savings are as follows:
Unit: RMB
Project Name Commitment to Raise Funds Accumulated as of the end of the period Interest and cash management Estimated savings to raise funds
Total Investment(1) Amount of Investment(2) Income(3) Gold(4=1-2+3)
High performance superconducting wire 100,820,000.00 27,601,263.43 4,521,678.21 77,740,414.78
Material industrialization project
Note: 1. The estimated amount of surplus funds raised does not include the interest income and cash management income of the bank that have not yet been received
Interest income and cash management income are subject to the balance of the raised funds account on the day of fund transfer.
2. The estimated amount of funds raised includes the balance of the fund-raising project that is expected to not exceed 9 million yuan
After all the funds raised from the second savings are transferred out, the remaining unpaid funds of the fund-raising project will be paid with its own funds.
(2) The main reason for the surplus of funds raised by the project
In the implementation of the fund-raising project, the company strictly abides by the relevant regulations on the use of raised funds, and uses the raised funds prudently in line with the principles of reasonableness, efficiency and economy. At present, the company has built a world-class and national first-class
The only low-temperature superconducting wire rod production line with an annual output of 2,000 tons in the country met the project's expected goals. During the implementation of this project, the company used the existing site and plant to carry out the implementation of the project; In addition, on the premise of ensuring the quality of the project and controlling the implementation risk, the production equipment was replaced by localization as much as possible; It has strengthened the control, supervision and management of the costs of all aspects of the project construction, and a series of measures for the reasonable scheduling and optimal allocation of various resources have greatly reduced the costs and expenses of the project and formed a surplus of funds.
The amount of the final payment of the construction contract, the warranty of the engineering construction contract, and the warranty of the equipment procurement contract is expected to not exceed 9 million yuan in this project, which is due to the long payment period of the final payment of these contracts and the failure to reach the payment period after the completion of the project construction. After all the funds raised from this savings are transferred out, the remaining funds to be paid will be paid with their own funds.
In addition, in order to improve the efficiency of the use of raised funds, in order to ensure that the construction and implementation of the company's fund-raising and investment projects, the use of raised funds and the safety of the raised funds are not affected, the company uses part of the temporarily idle raised funds for cash management to obtain a certain amount of cash management income, and at the same time, a certain amount of deposit interest income is also generated during the deposit of the raised funds.
(3) The plan for the use of the surplus funds raised by the project
In order to improve the efficiency of the use of funds and combine the actual operation of the company, the company intends to permanently supplement the working capital with the surplus raised funds of this project (the actual amount is subject to the balance of the special account for the raised funds on the day of fund transfer) for daily production and operation activities. After all the surplus raised funds are transferred out, the company will go through the procedures for closing the special account for the relevant raised funds, and the relevant regulatory agreements signed by the company with the sponsor institution and the opening bank will be terminated.
IV. Review Procedure
On October 30, 2024, the Company held the first meeting of the Audit Committee of the Fifth Board of Directors
The third meeting of the board of directors and the third meeting of the fifth board of supervisors deliberated and approved the "Proposal on the Completion of Part of the Fund-raising Projects and the Permanent Replenishment of Liquidity with the Surplus Raised Funds", and agreed that the company will close the project and permanently replenish the liquidity with the surplus raised funds.
This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.
5. Explanation of special opinions
(1) Opinions of the Audit Committee of the Board of Directors
After deliberation, the Audit Committee of the Board of Directors believes that this matter is in line with the provisions of laws, regulations and normative documents such as the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, which is conducive to improving the efficiency of the use of raised funds, in line with the interests of the company and all shareholders, and does not harm the interests of the company and shareholders, especially small and medium-sized shareholders.
In summary, the Audit Committee deliberated and approved the proposal and agreed to submit the proposal to the Board of Directors for consideration.
(2) Opinions of the Board of Supervisors
After deliberation, the Board of Supervisors believes that this matter is in line with the provisions of laws, regulations and normative documents such as the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, which is conducive to improving the company's cash flow situation, will not have a significant impact on the company's normal production and operation, and is in line with the interests of the company and all shareholders. The review process is in accordance with the provisions of relevant laws and regulations.
In summary, the Board of Supervisors deliberated and approved the proposal.
(3) The sponsor's verification opinions
After verification, China Securities believes that the completion of part of the company's fund-raising projects and the permanent replenishment of liquidity with the surplus raised funds have been deliberated and approved by the audit committee, the board of directors and the board of supervisors of the company, and do not need to be submitted to the general meeting of shareholders for deliberation. This matter has fulfilled the necessary review procedures, in line with the "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies", "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange", "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and other laws, regulations and normative documents and the provisions of the Company's "Management System for Raised Funds", which is conducive to the reasonable optimization of the allocation of resources and the improvement of the efficiency of the use of raised funds. It is in line with the actual situation of the company's operation and long-term development strategy, and there is no harm to the interests of the company and shareholders.
To sum up, China Securities has no objection to the completion of part of the company's fund-raising projects and the permanent replenishment of liquidity with the surplus raised funds.
The announcement is hereby made.
Board of Directors of Western Superconducting Materials Technology Co., Ltd
October 31, 2024
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