Huafang Shares (600448): Part Of Idle Funds Raised Temporarily Replenish Liquidity

China spinning Limited by Share Ltd temporarily replenish liquidity announcements on the use of some idle funds raised

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

Important note:

The amount of temporarily replenish the funds raised by the company is 240 million yuan, and the term of use is less than 12 months from the date of deliberation and approval by the board of directors.

I. Basic Situation of fund-raising funds

Approved by the China Securities Regulatory Commission (CSRC) on Approving the approval of China Textile Limited by Share Ltd's non-public Development Bank ([2017]1284), the Huafang Limited by Share Ltd (hereinafter referred to as "China Textile shares" or "company") issued 102485617 shares of RMB common stock to 7 specific objects in the form of non-public offering shares, with a face value of RMB 1 yuan / share. The issue price is 5.91 yuan / share, and the total amount of raised funds is RMB 605689996.47 yuan. After deducting the total issuance costs of the non-public offering, the net proceeds raised amounted to 594352739.32 yuan (including 102485617 yuan in capital stock and the balance was transferred to capital reserve), which was remitted to the company account in November 21, 2017. The above raised funds have been verified and verified by the Ruihua accounting firm (special general partnership) in November 21, 2017, capital verification report (Ruihua [2017] 95020005th).

In December 16, 2019, the company returned the 260 million yuan raised fund for the temporary replenish of working capital to the special account for raising funds.

Two. The basic situation of the project for raising funds.

In April 27, 2018, at the twenty-ninth meeting of the Fifth Board of directors of the company, the motion on the self raised funds invested by the company to raise funds in advance was adopted at the twenty-ninth meeting of the board of directors of the company. At the eighteenth meeting of the fifth supervisory board of the company, the motion on raising funds for the purpose of raising funds and raising funds for self financing of the project was deliberated and approved by the company.

In March 29, 2019, the sixth session of the sixth meeting of the board of directors and the fourth meeting of the six supervisory committee considered and passed the motion on changing part of the purpose of raising funds and permanently replenish the working capital, and 19 in April 2019.

Japan held the first provisional shareholders' meeting in 2019, and deliberated and passed the motion. The company agreed to terminate the intelligent R & D center project of the textile industry chain, and the remaining fund raised 117 million 766 thousand yuan and its interest permanently replenish the working capital for the daily operation of the company.

As of November 30, 2019, the company used a total of 131 million 779 thousand yuan to raise funds, of which the replacement of fund-raising funds had been invested in self financing of 14 million 15 thousand yuan in advance, and 117 million 766 thousand yuan in permanent supplementary liquidity. The Fund temporarily replenish the floating capital balance of 260 million yuan, and the balance of the fund raising account is RMB 208 million 46 thousand and 700 yuan (including the accumulated interest on bank deposits).

Three, this part of the idle funds to raise funds temporarily replenish the plan

In accordance with the provisions of the normative documents of the Shanghai Stock Exchange listed companies' management of raising funds (revised in 2013), in line with the principle of maximizing shareholders' interests, in order to ensure the capital requirements of investment projects for raising funds and to ensure that investment projects are normally carried out, to maximize the efficiency of raising funds, reduce financial expenses and safeguard the interests of companies and investors, we intend to use temporarily idle funds raised for 240 million yuan to temporarily supplement the working capital, and the term of use will not exceed 12 months from the date of deliberation and approval by the board of directors. After the expiration, the company will return it to the special account of the raised capital in time. The borrowing fund does not change the purpose of raising funds, and does not affect the normal operation of the capital raising investment plan. The company will strictly regulate the use of the fund in accordance with the regulations of the China Securities Regulatory Commission, regulation No. second of listed companies, regulatory requirements for the management and use of funds raised by listed companies, and the management measures for raising funds of Listed Companies in Shanghai Stock Exchange (revised in 2013).

Four, the deliberation procedure of the board of directors temporarily replenish the floating capital plan with some idle funds raised, and whether it meets the regulatory requirements.

The temporary supplementary liquidity plan of some idle funds raised was considered and approved by the eleventh meeting of the sixth board of directors and the tenth meeting of the sixth supervisory committee held in December 23, 2019. The independent directors and sponsors also expressed their opinions on the plan. According to the regulations of the China Securities Regulatory Commission, the regulation No. second of listed companies, the regulatory requirements for the management and use of the funds raised by the listed companies, and the management measures of the Shanghai Stock Exchange listed companies to raise funds in 2013 (revised in 2013), they meet the regulatory requirements.

Five. Special opinions

(1) opinions of independent directors

The independent directors of the company commented on the proposed temporary use of idle funds to supplement liquidity.

The decision procedure and content of temporarily replenish the working capital with idle raise funds are in line with the relevant regulations of the China Securities Regulatory Commission, regulation No. second of listed companies, regulatory requirements for the management and use of funds raised by listed companies, the management measures for raising funds of Listed Companies in Shanghai Stock Exchange (2013 Revision) and the company's fund raising management system. If the company does not affect the construction of the capital raising project and the demand for raising funds, it will help to optimize the capital structure and reduce the demand of the company's operating capital by temporarily using some idle funds to replenish the working capital.

Financial expenses, improve the efficiency of capital use, safeguard the interests of companies and investors; there is no disguised change in the use of proceeds and damage the interests of shareholders of the company, in line with the relevant provisions of the China Securities Regulatory Commission and the Shanghai stock exchange. It is agreed that the company uses idle funds raised for RMB 240 million yuan to temporarily supplement the working capital, and the term of use will not exceed 12 months.

(two) opinion of the board of supervisors

The board of supervisors issued the following comments on the proposed temporary use of idle funds to supplement liquidity.

The board of directors of the company approves that the company uses part of the idle funds to temporarily replenish the working capital, the amount of which is 240 million yuan, and the term of service is not more than 12 months, which is in conformity with the provisions of the normative documents of the China Securities Regulatory Commission and the Shanghai stock exchange. The motion that the company uses this part of the idle fund to supplement the working capital is based on the construction plan of the fund-raising project, which is conducive to raising the efficiency of the use of the funds raised, and does not affect the normal progress of the capital raising investment projects, nor does it exist in a disguised way to change the proceeds of the fund-raising and damage the interests of the shareholders of the company. The company agreed to use part of the idle funds to temporarily supplement company liquidity.

(three) opinions of sponsor organizations

After verification, the Limited by Share Ltd, the sponsor of the company, believes that:

1, the use of China Textile shares to raise funds 240 million yuan, temporarily replenish the liquidity fund plan has been the sixth session of the eleventh meeting of the board of directors and the six session of the tenth meeting of the board of supervisors deliberation and approval, the independent director has issued clear consent.

2, Huafang shares promised to use 240 million yuan of idle raised funds to supplement liquidity temporarily, adding that liquidity is limited to the production and operation related to main business, and does not directly or indirectly arrange for new stock placement, purchase or use for trading of stocks and their derivatives and Switching Company bonds, and does not invest in Securities and other venture capital. The temporary replenish of the floating capital with idle funds will not affect the normal progress of the project.

3. Temporarily replenish the working capital with idle funds will help reduce financial expenses and raise the efficiency of fund utilization, which is in line with the interests of all shareholders.

The company's use of some idle raised funds to supplement the working capital is in line with the relevant provisions of the China Securities Regulatory Commission's regulation No. second of listed companies - regulatory requirements for the management and use of listed companies to raise funds, and the management measures for raising funds of Listed Companies in Shanghai Stock Exchange (revised in 2013). This sponsor has no objection to the issue of temporarily replenish the Liquidity Fund with part of the idle funds raised.

Notice hereby.

China Textile Limited by Share Ltd board of directors

December 24, 2019