Securities code: 000807 securities abbreviation: Yunnan Aluminium Co.Ltd(000807) Announcement No.: 2022-007 Yunnan Aluminium Co.Ltd(000807) about
Announcement on short-term use of some temporarily idle raised funds to supplement working capital
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as ” Yunnan Aluminium Co.Ltd(000807) ” or “the company”) in order to improve the use efficiency of the raised funds and reduce the company’s financial expenses, on the premise of ensuring the capital demand for the construction of the investment projects with raised funds and the normal progress of the investment projects with raised funds, the company will deposit the funds in the Yunnan branch of the Export Import Bank of China China Merchants Bank Co.Ltd(600036) the account of Kunming Branch’s business department is used for the 2019 non-public offering equity investment project “Wenshan low and medium grade bauxite comprehensive utilization project” and the 2021 non-public offering equity investment project “Yunnan Wenshan Aluminum Co., Ltd. green low-carbon hydropower aluminum material integration project” (hereinafter referred to as “Wenshan green aluminum project”) Part of the temporarily idle funds raised shall not exceed RMB 1 billion (including RMB 1 billion) to temporarily supplement the working capital, of which the temporarily idle funds raised in the account of Yunnan branch of Export Import Bank of China for “Wenshan low and medium grade bauxite comprehensive utilization project” shall not exceed RMB 350 million (including RMB 350 million), In the account of China Merchants Bank Co.Ltd(600036) Kunming Branch Business Department, the temporarily idle raised funds used for “Wenshan green aluminum project” shall not exceed 650 million yuan (including 650 million yuan), the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and shall be returned to the special account for raised funds before expiration. The company will strictly abide by the provisions of relevant laws and regulations in the use of temporary idle raised funds and temporary supplementary working funds. The company has not engaged in high-risk investment within 12 months before using some temporarily idle raised funds to temporarily supplement working capital. The company guarantees that the period during which the temporarily idle raised funds are used to temporarily supplement working capital is limited to the production and operation related to the main business, and will not be used for the placement of new shares, subscription or use of stocks and their derivatives through direct or indirect arrangements Transactions of convertible bonds, etc. If the investment project with raised funds needs to be used due to the implementation progress, the company will return the raised funds to the special account for raised funds in time to ensure the normal operation of the investment project with raised funds.
1、 Basic information of raised funds
(I) basic information of funds raised by non-public offering of shares in 2019
Approved by the reply on approving Yunnan Aluminium Co.Ltd(000807) non-public development shares (zjxk [2019] No. 1928) of the China Securities Regulatory Commission, from December 17 to 18, 2019, Yunnan Aluminium Co.Ltd(000807) non-public issued 521367759 new shares of RMB common shares to 4 specific investors at an issue price of RMB 4.10/share and a total amount of raised funds of RMB, Among them, the funds raised for the “Ludian 6.5 earthquake recovery and reconstruction hydropower aluminum project” is 1700997660.67 yuan, and the funds raised for the “Wenshan low-grade bauxite comprehensive utilization project” is 404928014.45 yuan. The company has opened a special account for the raised funds to store the raised funds.
(II) basic information of funds raised by non-public offering of shares in 2021
Approved by the reply on approving Yunnan Aluminium Co.Ltd(000807) non-public Development Bank shares (zjxk [2021] No. 3086) of China Securities Regulatory Commission, on November 29, 2021, Yunnan Aluminium Co.Ltd(000807) issued 339750849 new shares of RMB common shares to 17 specific investors in a non-public manner, with an issue price of RMB 8.83/share and a total raised capital of RMB 2999996.67, The net amount of raised funds after deducting the issuance expenses is RMB 2975585043.06, of which the raised funds for “Wenshan green aluminum project” is RMB 2075585043.06 and the raised funds for “replenishing working capital and repaying bank loans” is RMB 90000000.00. The company has opened a special account for raised funds to store the raised funds.
2、 Use of raised funds
(I) use of funds raised by non-public offering of shares in 2019
As of January 26, 2022, the use of funds raised by the company’s non-public offering of shares in 2019 is as follows:
No. net amount of raised funds of raised investment projects (yuan) proportion of used raised funds (yuan) (%)
1 Ludian M6.5 earthquake disaster recovery and reconstruction hydropower 1700997660.67 1700997660.67 100.00 aluminum project
2 Wenshan low and medium grade bauxite comprehensive utilization project 404928014.45 900000.00 2.22
Total 2105925675.12 1700997660.67 80.77
(II) use of funds raised by non-public offering of shares in 2021
As of January 26, 2022, the company’s use of funds raised by non-public offering of shares in 2021 is as follows:
No. net amount of raised funds of raised investment projects (yuan) proportion of used raised funds (yuan) (%)
1 Wenshan green aluminum project 2075585043.06 1199395028.93 57.79
2. Supplement working capital and repay bank loans 9000000000.00 9000000000.00 100.00
Total 2975585043.06 2099395028.93 70.55
3、 Temporary replenishment of working capital with temporarily idle raised funds in the previous use
(I) on January 6, 2020, the company held the 33rd meeting of the seventh board of directors, deliberated and approved the proposal on short-term use of some temporarily idle raised funds to supplement working capital, and agreed that the company would deposit the funds in Bank Of Communications Co.Ltd(601328) Kunming Wuhua sub branch, on the premise of ensuring the capital demand of the construction of the investment projects with raised funds and the normal progress of the investment projects with raised funds Part of the temporarily idle raised funds of the “comprehensive utilization project of medium and low-grade bauxite” do not exceed RMB 1.5 billion (including RMB 1.5 billion), which is temporarily used to supplement the working capital, including RMB 1.2 billion in the account of Bank Of Communications Co.Ltd(601328) Kunming Wuhua sub branch for the “Ludian 6.5 earthquake recovery and reconstruction hydropower aluminum project”, In the account of Yunnan branch of the Export Import Bank of China, the part of the temporarily idle raised funds used for “Wenshan low-grade bauxite comprehensive utilization project” is RMB 300 million. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and shall be returned to the special account for raised funds before expiration.
As of January 5, 2021, the company has returned all the above raised funds of RMB 1.5 billion used to supplement working capital to the special account for raised funds, with a service life of no more than 12 months.
(II) on January 8, 2021, the company held the first meeting of the eighth board of directors, deliberated and approved the proposal on short-term use of some temporarily idle raised funds to supplement working capital, and agreed to use some temporarily idle raised funds to supplement working capital. The company will temporarily replenish the working capital with part of the temporarily idle raised funds deposited in the account of Yunnan branch of Export Import Bank of China for “Wenshan low-grade bauxite comprehensive utilization project”, with a total amount of no more than 300 million yuan (including 300 million yuan). The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and shall be returned to the special account for raised funds before expiration.
As of January 7, 2022, the company has returned all the above raised funds of RMB 300 million used to supplement working capital to the special account for raised funds, with a service life of no more than 12 months.
4、 The short-term use of some temporarily idle raised funds to supplement working capital
According to the implementation plan of the project invested by the raised funds and the progress of the use of the raised funds, some of the raised funds of “Wenshan low-grade bauxite comprehensive utilization project” and “Wenshan green aluminum project” are temporarily idle. In order to improve the use efficiency of the raised funds and reduce the financial expenses, on the premise of ensuring that the normal progress of the investment plan of the raised funds is not affected, the 11th meeting of the 8th board of directors of the company deliberated and adopted the proposal on short-term use of some temporarily idle raised funds to supplement working capital, and agreed that the company uses some temporarily idle raised funds to supplement working capital in the short term, Will be deposited in Yunnan branch of Export Import Bank of China China Merchants Bank Co.Ltd(600036) part of the temporarily idle raised funds in the account of the business department of Kunming Branch for the 2019 non-public offering and investment project “Wenshan low-grade bauxite comprehensive utilization project” and the 2021 non-public offering and investment project “Wenshan green aluminum project” do not exceed RMB 1 billion (including RMB 1 billion), which is temporarily used to supplement working capital, Among them, the temporarily idle fund-raising in the account of Yunnan branch of Export Import Bank of China for “Wenshan low-grade bauxite comprehensive utilization project” shall not exceed 350 million yuan (including 350 million yuan), and the temporarily idle fund-raising in the account of China Merchants Bank Co.Ltd(600036) Kunming Branch for “Wenshan green aluminum project” shall not exceed 650 million yuan (including 650 million yuan). The raised funds temporarily replenishing working capital will be used to repay bank loans, purchase raw and auxiliary materials for production and operation and pay electricity charges. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and shall be returned to the special account for raised funds before expiration.
5、 Temporarily idle raised funds to supplement working capital, the amount expected to save financial expenses, the reasons for insufficient working capital, whether there is any behavior of changing the purpose of raised funds in a disguised form, and measures to ensure that the normal progress of raised funds projects will not be affected
With the continuous expansion of the company’s business scale, the demand for working capital increases. By supplementing the company’s working capital with some temporarily idle raised funds, we can reduce bank loans and reduce the company’s financial expenses. This time, the company uses the temporarily idle raised funds of no more than RMB 1 billion (including RMB 1 billion) to supplement the working capital. According to the use of working capital and calculated according to the benchmark interest rate, it is expected to save about RMB 22 million in financial expenses. The use of some temporarily idle raised funds to temporarily supplement working capital is limited to the business related to the main business, and there is no situation of changing the investment direction of raised funds and damaging the interests of shareholders of the company.
The company will use the above raised funds in strict accordance with the provisions of relevant laws and regulations, temporarily idle the raised funds to supplement the working capital, and return the part of the funds to the special account for raised funds in time and in full before the expiration of the 12-month validity period, which will not affect the normal progress of the investment plan of raised funds.
6、 Opinions of independent directors
The independent directors of the company expressed the following independent opinions:
(I) on the premise of meeting the capital needs of the construction of the investment projects with raised funds and the normal progress of the investment projects with raised funds, the company uses some temporarily idle raised funds of no more than RMB 1 billion (including RMB 1 billion) to temporarily supplement the working capital, which will help to improve the use efficiency of the raised funds, reduce the financial expenses of the company and safeguard the interests of the company and shareholders. (II) the company has fulfilled the necessary procedures for short-term replenishment of working capital with some temporarily idle raised funds. The contents of the proposal and voting procedures comply with the provisions of relevant systems and the actual situation of the company’s project construction of raised funds. There is no change in the investment direction of raised funds and damage to the interests of shareholders.
(III) the company agrees to use the temporarily idle raised funds of no more than RMB 1 billion (including RMB 1 billion) to supplement the working capital temporarily, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
7、 Confirmation opinion of the board of supervisors
The board of supervisors of the company believes that: on the premise of ensuring the capital demand for the construction of the investment projects with raised funds and the normal progress of the investment projects with raised funds, the company will temporarily supplement the working capital with some temporarily idle raised funds of no more than RMB 1 billion (including RMB 1 billion), which will help to improve the use efficiency of the raised funds and reduce the financial expenses of the company, Safeguard the interests of the company and shareholders. The company has fulfilled the necessary procedures to supplement the working capital with some temporarily idle raised funds, which is in line with the relevant provisions of the regulatory authorities and the company. It is agreed that the company shall use the temporarily idle raised funds of no more than RMB 1 billion (including RMB 1 billion) to supplement the working capital temporarily, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
8、 Verification opinions of the recommendation institution
After verification, the recommendation institution China Securities Co.Ltd(601066) believes that the temporary replenishment of working capital with some temporarily idle raised funds has been deliberated and approved by the Yunnan Aluminium Co.Ltd(000807) board of directors, and all independent directors and the board of supervisors have expressed their explicit consent and fulfilled the necessary internal approval procedures. Yunnan Aluminium Co.Ltd(000807) no more than 1 billion yuan (including 1 billion yuan) will be temporarily idle to supplement the company’s working capital, which will not affect the normal progress of the investment plan of the raised funds and there will be no change in disguise
If the raised funds are invested in and damage the interests of shareholders, the time for replenishing working capital shall not exceed 12 months. Yunnan Aluminium Co.Ltd(000807) the use of the raised funds complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange, and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. The recommendation institution has no objection to Yunnan Aluminium Co.Ltd(000807) using some temporarily idle raised funds to temporarily supplement working capital.
9、 Documents for future reference
(I) resolutions of the 11th meeting of the 8th board of directors;
(II) independent opinions of independent directors on the proposal on short-term use of some temporarily idle raised funds to supplement working capital;
(III) supplement of the board of supervisors on short-term use of some temporarily idle raised funds
