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钱江水利: 中信证券股份有限公司关于钱江水利开发有限公司部分募投项目结项并将节余募集资金用于其他募投项目的专项核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:25
Group 1 - The core viewpoint of the article is that Qianjiang Water Conservancy Development Co., Ltd. has completed certain fundraising projects and plans to use the surplus funds for other fundraising projects, which is a prudent decision to enhance the efficiency of fund utilization and support the company's ongoing business development [1][7][8]. Group 2 - The company raised a total of RMB 581,020,898.64 through a targeted issuance of 66,630,837 shares at a price of RMB 8.72 per share, with net funds amounting to RMB 573,177,116.51 after deducting fees [1]. - The fundraising projects included the Fuzhou Jiangyin Port City Economic Zone Sewage Treatment Plant Mid-term Project and the Changshan Overseas Chinese Town Sewage Treatment Plant Expansion and Upgrade Project, with a total investment of RMB 178,849.79 million and an intended fundraising amount of RMB 57,237.06 million [2][6]. - The completed fundraising projects include the "Hucun Water Plant Project (Phase I)", "Lanxi City Dengsheng Water Plant Project", "Fuzhou Jiangyin Port City Economic Zone Sewage Treatment Plant Mid-term Project (Phase I)", and "Changshan Overseas Chinese Town Sewage Treatment Plant Expansion and Upgrade Project", with a total surplus of RMB 10,685.60 million [6][8]. Group 3 - The main reasons for the surplus in fundraising are strict adherence to regulations, effective resource allocation, and cost control during project implementation, which led to savings in construction costs [6][7]. - The company plans to allocate the surplus funds of RMB 10,685.60 million to ongoing projects, specifically the "Yongkang City Urban Sewage Treatment Plant (Phase V)" and "Pinghu City Dushan Port Industrial Water Plant (Phase III)" [6][8]. - The total unpaid amount for the completed projects is RMB 6,592.42 million, which will remain in the fundraising special account for future payments [6][8]. Group 4 - The decision to use surplus funds for other projects is seen as beneficial for meeting funding needs, avoiding idle funds, and enhancing economic efficiency, aligning with the company's operational development and shareholder interests [7][8]. - The proposal for reallocating surplus funds has been approved by the company's board, ensuring compliance with relevant regulations and guidelines [8][9].
康为世纪: 中信证券股份有限公司关于江苏康为世纪生物科技股份有限公司部分募集资金投资项目结项并将节余募集资金永久补充流动资金的专项核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:25
Summary of Key Points Core Viewpoint - The company has completed certain fundraising investment projects and plans to permanently supplement its working capital with the surplus funds from these projects [1][4]. Fundraising Basic Situation - The company issued 23,290,278 shares at a price of RMB 48.98 per share, raising a total of RMB 1,140.7578 million, with a net amount of RMB 1,054.3036 million after deducting issuance costs [2][3]. Investment Project Situation - The total planned investment for the fundraising projects was RMB 999.984 million, with RMB 985.6759 million allocated from the raised funds [2][3]. Surplus Funds Usage and Reasons - The surplus funds from the "Medical Devices and Biological Testing Reagent Industrialization Project" will be permanently used to supplement working capital, with the remaining funds to cover outstanding payments such as salaries and bonuses [3][4]. - The surplus was achieved through strict adherence to fundraising regulations, cost control, and efficient resource allocation during project implementation [3][4]. Approval Process - The decision to conclude the fundraising project and allocate surplus funds was approved by the company's board and will be submitted for shareholder meeting approval [4][6]. Supervisory Opinions - The supervisory board confirmed that the decision aligns with relevant regulations and is in the best interest of the company and its shareholders, ensuring no adverse impact on operations [4][6]. Sponsor's Verification Opinion - The sponsor, CITIC Securities, has no objections to the company's decision regarding the conclusion of the fundraising project and the allocation of surplus funds, confirming compliance with regulatory requirements [5][6].
康为世纪: 中信证券股份有限公司关于江苏康为世纪生物科技股份有限公司预计2025年度日常关联交易的专项核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The report outlines the expected daily related transactions of Jiangsu Kangwei Century Biotechnology Co., Ltd. for the year 2025, emphasizing the necessity and fairness of these transactions in supporting the company's operational needs and market competitiveness [1][5][6]. Summary by Sections Daily Related Transactions Overview - The expected amount for daily related transactions in 2025 is estimated at 284 million yuan, with specific categories including raw material purchases and service provisions [1][5]. - The company anticipates a significant increase in transactions with Shanghai Tianhao Biotechnology Co., Ltd. due to new business developments [1][5]. Expected and Executed Transactions for 2024 - The company did not estimate or disclose related transactions for 2024 due to the small amount not meeting the board's review standards [2]. Related Parties and Relationships - Key related parties include Shanghai Tianhao Biotechnology Co., Ltd. and Beijing Kangwei, with established relationships based on shareholding and operational ties [2][3]. Main Content and Pricing Policy of Related Transactions - The main expected transactions for 2025 include vehicle leasing, office space leasing, property management services, technical services, and product sales [5]. - Pricing for these transactions will be based on market principles, ensuring fairness and non-detriment to the company's interests [5][6]. Necessity and Impact of Related Transactions - The anticipated related transactions are deemed necessary for the company's operational activities, contributing to stable business development and enhanced market competitiveness [5][6]. - The pricing of related transactions will follow fair and voluntary principles, ensuring no adverse effects on the company or its shareholders [6]. Review Procedures and Opinions - The board of directors and independent directors have reviewed and approved the related transactions, confirming compliance with legal and regulatory requirements [6][7].
格科微: 中信证券股份有限公司关于格科微有限公司股东向特定机构投资者询价转让股份相关资格的核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The article discusses the qualification verification opinion by CITIC Securities regarding the share transfer of Gekewei Co., Ltd. by its shareholders to specific institutional investors before the company's initial public offering. Group 1: Share Transfer Delegation - CITIC Securities has been entrusted by the shareholders of Gekewei Co., Ltd. to organize and implement the inquiry transfer of shares to specific institutional investors [1][2]. Group 2: Qualification Verification Process - CITIC Securities conducted a qualification verification of the shareholders involved in the share transfer, ensuring compliance with relevant regulations [2][20]. - The verification process included interviews, inquiries, and collection of relevant documents from the shareholders [2][20]. Group 3: Shareholder Qualification Details - Cosmos L.P. is a foreign enterprise established on March 16, 2020, with a business focus on employee stock ownership platforms, and has been verified as legally existing without any termination circumstances [3][4]. - New Cosmos L.P. is also a foreign enterprise, established on March 16, 2020, serving as an advisory stock ownership platform, and has met the necessary legal qualifications [5][6]. - Keenway International Limited, established on May 6, 2013, operates as a holding company and has been verified as a legally existing foreign enterprise [7][8]. - Pacven Walden Ventures V, L.P., established on December 8, 2000, focuses on investments and has been confirmed to comply with all regulations regarding share reduction [9][10]. - Pacven Walden Ventures Parallel V-A, C.V. and Pacven Walden Ventures Parallel V-B, C.V., both established on February 7, 2001, are investment-focused foreign enterprises that have also met the necessary qualifications [11][12]. - Pacven Walden Ventures V-QP Associates Fund, L.P. and Pacven Walden Ventures V Associates Fund, L.P., both established on June 29, 2001, are confirmed as legally existing foreign enterprises without any violations of share reduction regulations [13][14][15]. Group 4: Compliance with Transfer Guidelines - The shareholders involved in the transfer have adhered to the guidelines regarding share reduction and have not violated any relevant regulations [18][20]. - The proposed shares for transfer are pre-IPO shares and are not subject to any pledges or judicial freezes [4][10][18]. - The transfer has undergone the necessary review and approval processes as required by regulations [18][20].
微导纳米: 中信证券股份有限公司关于江苏微导纳米科技股份有限公司调整募集资金投资项目拟投入募集资金金额的核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:25
中信证券股份有限公司 关于江苏微导纳米科技股份有限公司 调整募集资金投资项目拟投入募集资金金额的核查意见 中信证券股份有限公司(以下简称"中信证券"、"保荐人")作为江苏微 导纳米科技股份有限公司(以下简称"微导纳米"、"公司")向不特定对象发 行可转换公司债券的保荐人,根据《证券发行上市保荐业务管理办法》《上海证 券交易所科创板股票上市规则》《上海证券交易所科创板上市公司自律监管指引 第 1 号——规范运作》《上市公司募集资金监管规则》等有关规定,对微导纳米 调整募集资金投资项目拟投入募集资金金额的事项进行了核查,核查情况如下: 一、募集资金基本情况 根据《江苏微导纳米科技股份有限公司向不特定对象发行可转换公司债券募 集说明书》披露的募投项目及募投资金使用计划,募集的资金计划用于以下项目: 单位:万元 调整前拟使用募 | | | 根据中国证券监督管理委员会出具的《关于同意江苏微导纳米科技股份有限 公司向不特定对象发行可转换公司债券注册的批复》(证监许可〔2025〕1404 号),公司向不特定对象发行 1,170,000,000.00 元的可转换公司债券,期限 6 年, 每张面值人民币 100 元,发行数量 ...
微导纳米: 中信证券股份有限公司关于江苏微导纳米科技股份有限公司使用部分暂时闲置募集资金进行现金管理的核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The company plans to utilize part of the temporarily idle funds raised from the issuance of convertible bonds for cash management to enhance fund efficiency and returns while ensuring the normal implementation of investment projects and safeguarding shareholder interests [1][5][7]. Fundraising Basic Situation - The company issued convertible bonds totaling RMB 1,170,000,000 with a term of 6 years, resulting in a net amount of RMB 1,158,921,603.78 after deducting issuance costs [1][2]. Investment Project Basic Situation - Due to the actual net amount raised being lower than the initially disclosed amount for investment projects, the company adjusted the investment amounts for the projects to ensure efficient use of funds [2][3]. Cash Management Basic Situation - The company intends to use up to RMB 800,000,000 of the temporarily idle funds for cash management, focusing on high-security, liquid investment products that meet capital preservation requirements [4][5]. Implementation and Disclosure - The board of directors has authorized the management to make investment decisions within the approved limits and will ensure timely information disclosure in compliance with regulations [4][6]. Impact on the Company - The cash management of idle funds will not affect the implementation of investment projects and aims to improve fund efficiency, ultimately benefiting the company and its shareholders [5][7]. Review Procedures - The cash management plan has been approved by the board of directors and the supervisory board, with clear consent from the audit committee, ensuring compliance with relevant laws and regulations [6][8].
微导纳米: 中信证券股份有限公司关于江苏微导纳米科技股份有限公司开展外汇套期保值业务的核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The company intends to conduct foreign exchange hedging activities to mitigate foreign exchange market risks and enhance the efficiency of foreign currency usage, ensuring that these activities are based on actual business needs and not speculative trading [2][5]. Summary by Sections Overview of Hedging Activities - The purpose of the hedging activities is to avoid adverse impacts from exchange rate fluctuations on the company's operational performance [2]. - The maximum transaction amount for the hedging activities will not exceed 300 million RMB or equivalent in other currencies at any given time [2]. - Funding for these activities will come from the company's own funds and other legally permitted sources, without involving raised funds [2]. - The hedging will involve currencies relevant to the company's actual business, including but not limited to USD, EUR, and JPY [2]. - The validity of the hedging limit is 12 months from the date of board approval, allowing for rolling usage within this period [2]. Review Procedures - The proposal for the hedging activities was approved by the company's board and supervisory committee, and it does not require shareholder approval as it is not classified as a related party transaction [3]. - The board has authorized the general manager and designated representatives to implement the hedging activities within the approved limits [3]. Risk Analysis and Control Measures - The company acknowledges potential risks associated with the hedging activities, including market risk, liquidity risk, operational risk, credit risk, and legal risk [4]. - To mitigate market risk, the company will enhance its analysis of exchange rates and adjust its operational strategies accordingly [4]. - For liquidity risk, the company will ensure that it has sufficient funds for settlement and will select simple, liquid hedging products [4]. - Operational risks will be managed through established procedures and dedicated personnel to ensure timely communication and compliance with protocols [4]. - Credit risk is minimized by dealing with reputable financial institutions with which the company has established long-term relationships [4]. - Legal risks will be addressed through training and establishing reporting systems for unusual situations [4]. Impact on the Company and Accounting Treatment - The hedging activities are expected to reduce foreign exchange market risks and enhance the company's financial stability [4]. - The company will follow relevant accounting standards for the recognition and measurement of financial instruments and will disclose the hedging activities accordingly [5]. - The final accounting treatment will be confirmed by the company's annual audit [5]. Sponsor's Opinion - The sponsor believes that the company's hedging activities are aligned with its business development needs and have undergone necessary approval processes [5].
星网宇达: 中信证券股份有限公司关于北京星网宇达科技股份有限公司使用自有资金支付募投项目部分款项并以募集资金等额置换的核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The company is utilizing its own funds to pay for part of the investment projects and will replace these with raised funds in an equivalent amount, ensuring compliance with relevant regulations and maintaining the efficiency of fund usage [1][6]. Fundraising Overview - The company raised a total of RMB 599,999,971.68 through a non-public issuance of 15,835,312 A shares at a price of RMB 37.89 per share, after deducting issuance costs [1][2]. - The total investment amount for the projects is RMB 686,000,000, with RMB 586,583,700 allocated from the raised funds [2]. Investment Project Details - The company has decided to terminate the "Drone Industrialization Project" and will permanently supplement the raised funds into working capital for daily operations [2][4]. Reasons for Using Own Funds - The company faced operational challenges in using raised funds directly for payroll and other expenses due to banking regulations, necessitating the use of its own funds initially [3][4]. - Payments for social security and taxes must be made through the company's main accounts, complicating the use of raised funds [3][4]. - The company also needs to manage travel expenses through a centralized platform, which is more efficient with its own funds [3][4]. Operational Process for Fund Replacement - The company will maintain detailed records of expenditures made with its own funds and will replace these with raised funds within six months [5]. - The process includes regular audits and oversight by the sponsoring institution to ensure compliance and proper fund management [5][6]. Impact on the Company - This approach is expected to enhance the efficiency of fund usage and overall operational management, ensuring the smooth progress of investment projects without altering the intended use of raised funds [5][6]. Decision-Making Process - The board of directors approved the use of own funds for project payments and the subsequent replacement with raised funds, confirming that this does not affect the intended use of the raised funds [6]. - Independent directors also reviewed and approved the process, affirming that it adheres to necessary procedures and regulations [6]. Sponsoring Institution's Review - The sponsoring institution has confirmed that the company's actions comply with relevant laws and regulations, and do not affect the normal implementation of investment projects [6].
影石创新: 中信证券股份有限公司关于影石创新科技股份有限公司放弃参股公司优先增资权暨关联交易的核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The company, Ying Shi Innovation Technology Co., Ltd., has decided to waive its preferential subscription rights for the capital increase of its associate company, Dongguan Rongguang Optical Co., Ltd., as part of its overall strategic development considerations [2][14]. Summary by Sections 1. Related Transactions Overview - The company holds a 20% stake in Dongguan Rongguang Optical, which plans to raise capital by introducing new investors, including He Xie Chao Yue Fund and Shenzhen Wen Zheng Chang You Fund, with a total capital increase amounting to RMB 58.7 million [1][2]. - The capital increase will result in a new registered capital of RMB 5.465315 million and an increase in capital reserve of RMB 53.234685 million [1]. 2. Impact on Shareholding - Following the capital increase, the registered capital of Rongguang Optical will rise from RMB 15.828 million to RMB 21.293315 million, reducing the company's shareholding from 20% to approximately 14.8666% [2][14]. 3. Compliance with Regulations - The waiver of preferential subscription rights constitutes a related transaction but does not qualify as a major asset restructuring under relevant regulations [2][3]. - The company’s board of directors approved the waiver on August 27, 2025, after a review by independent directors [2][14]. 4. Financial Data of Rongguang Optical - As of the latest audited report, Rongguang Optical has total assets of approximately RMB 48.46 million and total liabilities of about RMB 30.63 million, resulting in a net asset value of around RMB 17.83 million [5]. - The company reported a net loss of approximately RMB 2.53 million in the last fiscal year [5]. 5. Transaction Pricing and Agreements - The pricing for the capital increase was determined based on the actual operating conditions of Rongguang Optical, ensuring fairness and compliance with legal regulations [6][14]. - The agreement includes provisions for the rights of existing shareholders to waive their preferential subscription rights [8][9]. 6. Approval Process - The independent directors and the board of directors have both approved the transaction, confirming that it does not require further shareholder approval [14][15].
星网宇达: 中信证券股份有限公司关于北京星网宇达科技股份有限公司使用部分闲置募集资金暂时补充流动资金的核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:25
中信证券股份有限公司 关于北京星网宇达科技股份有限公司 使用部分闲置募集资金暂时补充流动资金的核查意见 中信证券股份有限公司(以下简称"保荐机构"、"中信证券")作为北京星 《北京星网宇达科技股份有限公司验资报告》 公司依照规定对募集资金进行了专户存储管理,并与募集资金存放银行、保 荐机构签订了相关监管协议。 二、募集资金投资项目及使用情况 (一)募集资金投资项目 网宇达科技股份有限公司(以下简称"星网宇达"、 "公司")2022 年度非公开发 行 A 股股票的保荐机构,根据《证券发行上市保荐业务管理办法》 《上市公司募 集资金监管规则》《深圳证券交易所股票上市规则(2025 年修订)》和《深圳证 券交易所上市公司自律监管指引第 1 号—主板上市公司规范运作(2025 年修订)》 等相关法律、法规和规范性文件中关于上市公司募集资金使用的有关规定,对星 网宇达使用部分闲置募集资金暂时补充流动资金的事项进行了审慎核查,并出具 核查意见如下: 一、募集资金基本情况 经中国证券监督管理委员会《关于核准北京星网宇达科技股份有限公司非公 开发行股票的批复》(证监许可[2022]2876 号)核准,公司采用非公开发行的方 ...