Stock code: 300179 Securities abbreviation: Sifangda Announcement No.: 2012-031 Henan Sifangda Superhard Materials Co., Ltd. Announcement on Adjusting the Implementation Progress of Super-raised Capital Investment Projects The Company and all members of the Board of Directors guarantee the truthfulness, accuracy and completeness of the announcement. There are no false records, misleading statements or major omissions. I. Basic information on raised funds Approved by the China Securities Regulatory Commission (CSRC) [2011] No. 92, the company publicly issued 20 million shares of RMB ordinary shares (A shares) to the public at an issue price of RMB 24.75 per share. The total amount of funds raised was 495 million yuan, after deducting the issuance expenses of 31.881 million yuan, the actual net proceeds raised was 463,118,800 yuan, exceeding the planned fundraising (hereinafter referred to as "super-raised funds") of 287,210,900 yuan. On February 2, 2011, Reanda Certified Public Accountants Co., Ltd. verified the availability of the company's initial public offering of shares, and issued Lianda Test (2011) No. 1008 “Capital Verification Reportâ€. The company has adopted a special account storage system for raised funds. II. Overview and progress of the super-raised funds investment project After the 11th meeting of the first board of directors of the company and the company's 2011 first extraordinary shareholders meeting, the company decided to use the super-raised funds of RMB 92,039,400 and RMB 13,231,700 respectively. Construction of PCD/PCBN composite sheet industrialization project for metal cutting and polycrystalline diamond composite sheet (PDC) picking and downhole drill bit industrialization project. The above projects used a total of 224,350,100 yuan of super-raised funds, and the remaining working capital related to the main business totaled 57,700,800 yuan. Details of the super-raised funds investment project are as follows: Unit: 10,000 yuan No. Project name Committed investment total record filing time 1 PCD/PCBN composite sheet industrialization project for metal cutting 9,203.94 Yuzhou Jingjigong (2011) 00086 November 4, 2011 2 Crystal Diamond Composite (PDC) Pick and Drill Bit Industrialization Project 13,231.07 Yuzhou Jingji (2011) 00087 On November 4, 2011, the above two projects reached the scheduled usable state and were scheduled to be December 31, 2012. As of June 30, 2012, the construction progress of the above two projects is as follows: Unit: 10,000 yuan No. Project name Committed total investment amount As of June 30, 2012, the cumulative investment amount is as of June 30, 2012. PCD/PCBN Composite Sheet Industrialization Project for Metal Cutting 9,203.94 468.82 5.09% 2 Polycrystalline Diamond Composite Sheet (PDC) Pick and Drill Bit Industrialization Project 13,231.07 1,009.65 7.63% III. Reasons for Adjusting the Implementation Progress of Super-raised Capital Investment Projects The above-mentioned super-raised fund investment project was originally planned to start civil construction in March 2012. The actual situation is that the company obtained the “Zheng Guoyong (2012) No. x01023†issued by Zhengzhou Municipal Bureau of Land and Resources on March 23, 2012. The certificate of state-owned land use rights is expected to be completed in October 2012 for construction planning approval and construction bidding procedures. Therefore, the above two super-raised funds investment projects cannot be completed within the original planned construction period, and the company needs to make necessary adjustments to the implementation progress of the super-raised funds investment projects. IV. Adjusting the specific content of the implementation progress of the super-raised capital investment project The company has adjusted the implementation progress of the super-raised capital investment project. The total project investment and construction scale remain unchanged. The adjusted time plan is as follows: Can be used to adjust the state and date to reach the expected usable date. 1 PCD/PCBN composite sheet metal cutting project for metal cutting December 31, 2012 October 30, 2013 2 Polycrystalline diamond compact (PDC) picks and down holes Drill bit industrialization project December 31, 2012 October 30, 2013 V. Adjusting the progress of the implementation of the super-raised funds investment project on the company's production and operation The company's progress in adjusting the super-raised funds project is based on the actual implementation of the project. Carefully decide that the total investment and production scale of the unadjusted project will not change or change the situation of over-raised funds and other interests that harm the shareholders. The adjustment of the implementation progress of the super-raised funds project will not have a material adverse impact on the normal operation of the company and will not harm the interests of all shareholders. VI. Relevant review and approval procedures 1. On August 20, 2012, the fifth meeting of the second board of directors of the company voted with 9 votes in favor, 0 votes against, and 0 abstentions. The Proposal on the Implementation Progress of Capital Investment Projects, please refer to the announcement of relevant board resolutions published by the company on the GEM information disclosure website designated by the China Securities Regulatory Commission. 2. On August 20, 2012, the 5th meeting of the 2nd Board of Supervisors reviewed and approved the proposal of the company on the progress of the implementation of the investment project of super-raised funds with 3 votes in favor, 0 votes against, and 0 abstentions. For details, please refer to the announcement of the relevant resolutions of the relevant board of supervisors published by the company on the GEM information disclosure website designated by the China Securities Regulatory Commission. 3. The independent directors of the company issued the following independent opinions on the “Proposal on Adjusting the Implementation Progress of Super-raised Capital Investment Projects†and considered:
The progress of the company's adjustment of the super-raised funds project is based on the prudent decision made by the actual implementation of the project. The total investment and production scale of the unadjusted project are not changed or changed in disguise to change the investment of super-raised funds and other circumstances that harm the interests of shareholders. The company has fulfilled the necessary decision-making procedures for adjusting the implementation progress of the super-raised funds project, and complies with the relevant laws and regulations such as the “Guidelines for the Standard Operation of the Listed Companies of the Shenzhen Stock Exchange†and the relevant provisions of the “Articles of Associationâ€. Therefore, we agree with the company's progress in adjusting the implementation of the super-raised funds project. 4. The company's sponsor institution Guotai Junan Securities Co., Ltd. issued the following suggestions: (1) The progress of the implementation of the adjustment of the super-raised funds investment project has been reviewed and approved by the board of directors and the board of supervisors. The independent directors have expressly agreed and fulfilled the necessary approval procedures and The information disclosure obligation and the decision-making procedure are in compliance with the “Guidelines for the Standard Operation of the Listed Companies of the Growth Enterprise Market of Shenzhen Stock Exchangeâ€; (2) The progress of the implementation of the adjustment of the super-raised funds investment project is a cautious decision made by the company according to the actual implementation of the project. Adjusting the total investment and production scale of the project has not changed the investment direction of the project itself, and will not have a substantial impact on the company's implementation of the above-mentioned projects. There will be no changes or disguised changes in the investment of super-raised funds and other circumstances that harm the interests of shareholders. In summary, the sponsor institution has no objection to the progress of the company's adjustment of the super-raised funds investment project. VII. Documents for reference 1. Resolutions of the fifth meeting of the second board of directors of the company; 2. Resolutions of the fifth meeting of the second board of supervisors of the company; 3. Independent opinions issued by independent directors of the company; 4. Verification opinions issued by the company's sponsors. Special announcement. Henan Sifangda Superhard Materials Co., Ltd. Board of Directors August 22, 2012
The progress of the company's adjustment of the super-raised funds project is based on the prudent decision made by the actual implementation of the project. The total investment and production scale of the unadjusted project are not changed or changed in disguise to change the investment of super-raised funds and other circumstances that harm the interests of shareholders. The company has fulfilled the necessary decision-making procedures for adjusting the implementation progress of the super-raised funds project, and complies with the relevant laws and regulations such as the “Guidelines for the Standard Operation of the Listed Companies of the Shenzhen Stock Exchange†and the relevant provisions of the “Articles of Associationâ€. Therefore, we agree with the company's progress in adjusting the implementation of the super-raised funds project. 4. The company's sponsor institution Guotai Junan Securities Co., Ltd. issued the following suggestions: (1) The progress of the implementation of the adjustment of the super-raised funds investment project has been reviewed and approved by the board of directors and the board of supervisors. The independent directors have expressly agreed and fulfilled the necessary approval procedures and The information disclosure obligation and the decision-making procedure are in compliance with the “Guidelines for the Standard Operation of the Listed Companies of the Growth Enterprise Market of Shenzhen Stock Exchangeâ€; (2) The progress of the implementation of the adjustment of the super-raised funds investment project is a cautious decision made by the company according to the actual implementation of the project. Adjusting the total investment and production scale of the project has not changed the investment direction of the project itself, and will not have a substantial impact on the company's implementation of the above-mentioned projects. There will be no changes or disguised changes in the investment of super-raised funds and other circumstances that harm the interests of shareholders. In summary, the sponsor institution has no objection to the progress of the company's adjustment of the super-raised funds investment project. VII. Documents for reference 1. Resolutions of the fifth meeting of the second board of directors of the company; 2. Resolutions of the fifth meeting of the second board of supervisors of the company; 3. Independent opinions issued by independent directors of the company; 4. Verification opinions issued by the company's sponsors. Special announcement. Henan Sifangda Superhard Materials Co., Ltd. Board of Directors August 22, 2012
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