特种缝制设备及智能工作站

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 上工申贝: 申万宏源证券承销保荐有限责任公司关于上工申贝(集团)股份有限公司使用自有资金支付募投项目所需资金并以募集资金等额置换的核查意见
 Zheng Quan Zhi Xing· 2025-08-29 17:47
 Core Viewpoint - The company plans to use its own funds to pay for investment projects and will replace these funds with raised capital in an equivalent amount, which is aimed at optimizing the payment method for investment projects and improving the efficiency of fund usage [1][10].   Fundraising Overview - The company raised a total of RMB 814,655,556 through a private placement of 164,576,880 shares at a price of RMB 4.95 per share, with a net amount received of RMB 797,000,565.02 after deducting issuance costs [1]. - As of October 29, 2021, the company had replaced RMB 22,866,773.28 of its own funds with raised capital for investment projects and issuance costs [2].   Fund Management - The company has established a management method for the use of raised funds to ensure compliance with relevant laws and regulations, and has opened dedicated accounts for raised funds at several banks [2][3]. - The company has signed a tripartite supervision agreement with banks and the sponsor to manage the raised funds [3].   Investment Project Status - As of June 30, 2025, the actual use of raised funds for investment projects was RMB 80,537,770, which is 47.42% of the originally planned amount [7]. - The company has adjusted its investment plans, reallocating funds from the "Special Sewing Equipment and Intelligent Workstation Technology Renovation Project" to the "Investment in Acquiring 80% Equity of Shanghai Feier Automotive Parts Co., Ltd." [7][8].   Use of Own Funds - The company intends to use its own funds for certain overseas project expenditures that require foreign currency payments, with plans to replace these funds with raised capital within six months [9]. - The process for replacing funds involves a series of approvals and monthly summaries of expenditures made with the company's own funds [9].   Impact on the Company - The use of self-funds for investment projects is expected to enhance fund management efficiency, reduce financial costs, and not affect the company's normal operations or the implementation of investment projects [10].   Approval Process - The board of directors and supervisory board approved the use of self-funds for investment projects on August 27, 2025, without needing to submit the matter to the shareholders' meeting [10].   Sponsor's Verification Opinion - The sponsor has verified that the company's use of self-funds for investment projects and subsequent replacement with raised funds has followed necessary procedures and does not harm the interests of the company or its shareholders [11].
