China Merchants Securities Co.Ltd(600999)
About Guangdong Tianhe Agricultural Means Of Production Co.Ltd(002999)
Verification opinions on temporarily replenishing working capital with some idle raised funds
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” or “sponsor”) is the sponsor of initial public offering and listing of Guangdong Tianhe Agricultural Means Of Production Co.Ltd(002999) (hereinafter referred to as ” Guangdong Tianhe Agricultural Means Of Production Co.Ltd(002999) ” or “company”), In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 1 of Shenzhen Stock Exchange – standardized operation of listed companies on the main board and other relevant provisions, as well as the actual investment of Guangdong Tianhe Agricultural Means Of Production Co.Ltd(002999) raised funds investment projects, Carefully and prudently verified the temporary replenishment of working capital by Guangdong Tianhe Agricultural Means Of Production Co.Ltd(002999) using some idle raised funds. The details of the verification are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Guangdong Tianhe Agricultural Means Of Production Co.Ltd(002999) initial public offering of shares (zjxk [2020] No. 1784) of China Securities Regulatory Commission, the company issued 62.08 million ordinary shares in the initial public offering, with a par value of 1.00 yuan per share, an issue price of 6.62 yuan per share and a total raised capital of 410.9696 million yuan, After deducting various issuance expenses, the net amount of funds actually raised was 351954800 yuan.
On August 31, 2020, Rongcheng Certified Public Accountants (special general partnership) has verified the capital availability of the company’s initial public offering and issued the capital verification report (Rongcheng Yan Zi [2020] No. 510z001).
The company has adopted a special account for the raised funds, and signed a tripartite supervision agreement on the raised funds with the deposit bank and the sponsor.
2、 Use of raised funds
According to the prospectus of Guangdong Tianhe Agricultural Means Of Production Co.Ltd(002999) initial public offering of shares, the investment projects of the company’s raised funds and the use of the raised funds are as follows:
The proposed raised funds have been invested (10000 yuan) as of December 31, 2021 No. project name total investment (10000 yuan) (10000 yuan)
1. Construction of distribution network 36046.17 25257.56 9942.78
2. Construction of comprehensive platform for agricultural service 12551.44 0.00 0.00
3. Supplementary working capital 10000.00 10000.00 10000.00
Total 58597.61 35257.56 19942.78
Note: in the above table, the proposed raised funds of 352575600 yuan are the original calculation, and the actual net raised funds are 351954800 yuan.
3、 Temporary replenishment of working capital with idle raised funds in the previous time
On December 28, 2020, the company held the 33rd meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors, deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed to use the idle raised funds of RMB 100 million to temporarily supplement working capital within 12 months from the date of deliberation and approval by the board of directors. The company transferred out 100 million yuan of idle raised funds on January 18, 2021 to supplement working capital, and returned them to the special account for raised funds on December 24, 2021.
4、 Temporary replenishment of working capital with some idle raised funds this time
As of December 31, 2021, the balance of the company’s special account for raised funds was 154634258.62 yuan. It is estimated that some of the funds raised by the company will be used in the next 12 months according to the current investment plan and the construction progress of the project. In order to improve the use efficiency of raised funds and reduce financial expenses, on the premise of ensuring that the normal implementation of investment projects with raised funds is not affected, combined with the company’s business needs and financial situation, In accordance 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 and the guidelines for the self discipline supervision of listed companies No. 1 of Shenzhen Stock Exchange – standardized operation of listed companies on the main board, the company plans to use idle raised funds of no more than 100 million yuan to temporarily supplement working capital, The service life shall be within 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 in time before the expiration of the service life. Calculated according to the interest rate of one-year deposit and loan, it is expected to save 1.8 million yuan of financial expenses for the company.
5、 Commitment and explanation of temporarily replenishing working capital with idle raised funds
In order to ensure the timely return of the above-mentioned raised funds and the normal implementation of the investment projects of the raised funds, the company promises that the company will use the idle raised funds to temporarily supplement the working capital, which is limited to the production and operation related to the main business; It will not change the purpose of the raised funds in a disguised form or affect the normal progress of the investment plan of the raised funds; The time for a single replenishment of working capital shall not exceed 12 months; Do not use idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading. When there is a demand for the investment project with raised funds, the company will return the raised funds to supplement the working capital in time according to the fund demand.
The use of some idle raised funds to temporarily supplement working capital does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the investment project with raised funds, and does not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders.
6、 Approval by the board of directors
The company held the 9th meeting of the 5th board of directors on February 8, 2022, and deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital.
7、 Opinions of the board of supervisors
The company uses some idle raised funds to temporarily supplement working capital, which helps to improve the use efficiency of raised funds and effectively reduce financial expenses, without damaging the interests of the company and shareholders, Comply 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, 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 board of supervisors agrees that the company will use idle raised funds to supplement working capital temporarily.
8、 Opinions of independent directors
After verification, we believe that the company’s use of no more than 100 million yuan of idle raised funds to temporarily supplement working capital does not conflict with the implementation plan of the raised funds investment project, does not affect the normal progress of the raised funds investment project, and does not change the investment direction of the raised funds and damage the interests of shareholders, which is conducive to improving the use efficiency of the raised funds Reducing financial expenses is in line with the interests of all shareholders of the company, and the approval procedures comply with relevant provisions such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self-discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange.
Therefore, we agree that the company will use the idle raised funds of no more than 100 million yuan to temporarily supplement the working capital. The service life is within 12 months from the date of deliberation and approval by the board of directors, and it shall be returned to the special account for raised funds before expiration.
9、 Verification opinions of the recommendation institution
After verification, Guangdong Tianhe Agricultural Means Of Production Co.Ltd(002999) the use of idle raised funds of no more than 100 million yuan to temporarily supplement working capital has fulfilled the necessary decision-making procedures, the relevant proposals have been deliberated and approved by the board of directors and the board of supervisors of the company, and have obtained the consent of independent directors, which is in line with the provisions on the decision-making procedures for the use of raised funds in relevant laws, regulations and normative documents, Moreover, the use of some idle raised funds to temporarily supplement working capital does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the investment project with raised funds, and does not change the investment direction of raised funds in a disguised manner and damage the interests of the company and shareholders.
Therefore, the recommendation institution has no objection to Guangdong Tianhe Agricultural Means Of Production Co.Ltd(002999) using some idle raised funds to temporarily supplement working capital.
(there is no text on this page, which is the signature page of China Merchants Securities Co.Ltd(600999) verification opinions on Guangdong Tianhe Agricultural Means Of Production Co.Ltd(002999) using some idle raised funds to temporarily supplement working capital) sponsor representative:
Lin Lianyu
Sponsor representative:
Xiao Weichuan
China Merchants Securities Co.Ltd(600999) mm / DD / 2022
