Securities code: 000688 securities abbreviation: Guocheng Mining Co.Ltd(000688) Announcement No.: 2021-017 Guocheng Mining Co.Ltd(000688)
Announcement on the extension of raised investment projects
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Guocheng Mining Co.Ltd(000688) (hereinafter referred to as the “company” or “listed company”) held the 38th meeting of the 11th board of directors and the 22nd Meeting of the 10th board of supervisors respectively on February 11, 2022. The proposal on the extension of raised investment projects was deliberated and adopted. The relevant information is hereby announced as follows:
1、 Basic information of raised funds
Approved by the reply on approving Guocheng Mining Co.Ltd(000688) public issuance of convertible corporate bonds (zjxk [2020] No. 1032) of China Securities Regulatory Commission, the company is approved to publicly issue convertible corporate bonds with a total face value of RMB 850 million for a period of 6 years. The company actually issued 8.5 million convertible corporate bonds to the public, with a face value of 100 yuan each. The total amount of funds raised was 850 million yuan. After deducting 12882075.47 yuan of underwriting and recommendation fees, issuance registration fees and other expenses (excluding tax), the net amount of funds raised was 837117924.53 yuan. The above funds have been transferred to the raised funds account of the company on July 21, 2020. Tianjian Certified Public Accountants (special general partnership) verified the receipt of the above raised funds and issued the capital verification report (tjy [2020] No. 8-20). The company has adopted a special account storage system for the raised funds.
2、 Actual investment of raised investment projects
1. Actual use of raised funds
As of November 30, 2021, the accumulated amount of funds raised by the company’s raised and invested project “iron sulfide titanium resource recycling and comprehensive utilization project” was 667360864.12 yuan.
2. Advance investment and replacement of investment projects with raised funds
On August 18, 2020, the 12th meeting of the 11th board of directors of the company approved the company to use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the self raised funds paid for the issuance expenses. The total amount of the replacement funds is 91127372.21 yuan.
3. Temporary replenishment of working capital with idle raised funds
The company held the 12th meeting of the 11th board of directors on August 18, 2020, deliberated and approved the proposal on using idle raised funds to temporarily supplement working capital, and agreed to use the raised funds of RMB 100 million to temporarily supplement working capital, with a service life of no more than 12 months from the date of deliberation and approval by the board of directors, For details, see the announcement on temporarily replenishing working capital with idle raised funds published by the company on the designated information disclosure media (Announcement No.: 2020-063). The company will temporarily supplement the working capital with the idle raised capital of 100 million yuan according to the actual book capital balance. On August 11, 2021, the company returned RMB 100 million used to supplement working capital to the above-mentioned special account for raised capital. On the same day, the proposal on using idle raised funds to temporarily supplement working capital was adopted at the 25th meeting of the 11th board of directors, and the company was agreed to use the raised funds of RMB 150 million to temporarily supplement working capital, The service life shall not exceed 6 months from the date of deliberation and approval by the board of directors. For details, see the announcement on temporarily replenishing working capital with idle raised funds published by the company on the designated information disclosure media (Announcement No.: 2021-073). On January 26, 2022, the company returned RMB 30 million used to supplement working capital to the above special account for raised capital. For details, see the announcement on early return of some idle raised funds temporarily used to supplement working capital (Announcement No.: 2022-011) published by the company on the designated information disclosure media. 3、 Specific conditions and reasons for the delay of this raised investment project
Although the “iron sulfide titanium resource recycling and comprehensive utilization project” invested by the company with the raised funds has undergone sufficient feasibility demonstration in the early stage, since 2020, due to the serious covid-19 pneumonia epidemic outside China, the company has strictly implemented the epidemic prevention and control measures during this period, resulting in a certain impact on the construction progress of the project, The company plans to extend the implementation period of the “iron sulfide titanium resource recycling and comprehensive utilization project” from the end of April 2022 to the end of October 2022 according to the current actual construction progress of the raised capital investment project while maintaining the implementation subject, total investment and purpose of the raised capital investment project unchanged. The company will continue to make all-out efforts through overall coordination, strive to overcome the adverse effects caused by the epidemic, and strive to realize the early completion and operation of the project.
4、 The impact on the company caused by the postponement of this raised investment project
The postponement of this raised investment project is a prudent decision made by the company according to the actual situation of the project construction progress and fully considering the impact of covid-19 pneumonia epidemic on the project construction. This matter only involves the change of project construction progress, without adjusting the implementation subject, total investment and fund purpose of the raised investment project, and there is no change or disguised change in the investment direction of the raised funds and other circumstances that damage the interests of shareholders. The postponement of the company’s raised investment project will not have a significant impact on the company’s current production and operation. As there may still be various unforeseen factors in the subsequent specific construction process of the project, please pay attention to the investment risks.
5、 Relevant review procedures and special opinions for implementation
1. Deliberations of the board of directors
The 38th meeting of the 11th board of directors of the company deliberated and approved the proposal on the extension of raised investment projects, and agreed to extend the construction completion period from the end of April 2022 to the end of October 2022.
2. Opinions of independent directors
The postponement of this raised investment project is a prudent decision made by the company according to the actual construction of the project, which does not involve the change of the implementation subject, implementation mode and main investment content, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders. The raised investment project complies with the provisions of guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, etc. Therefore, we unanimously agree on the extension of the company’s raised investment project.
3. Opinions of the board of supervisors
The postponement of the raised investment project is a prudent decision made by the company according to the actual construction situation of the project, which has not changed the substance of the raised investment project and the purpose of the raised funds, and there is no situation damaging the interests of the company and all shareholders. The postponement of the company’s raised investment project will not have a significant adverse impact on the company’s normal operation and is in line with the company’s long-term development plan. Therefore, we agree to the extension of this raised investment project.
4. Opinions of the sponsor
There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders in the delay of the company’s raised investment project. The postponement of the company’s raised investment project was reviewed and approved by the board of directors and the board of supervisors of the company, and the independent directors expressed their consent. The procedures comply with relevant regulations, and the sponsor has no objection to the postponement of the company’s raised investment project.
6、 Documents for future reference
1. Resolutions of the 38th meeting of the 11th board of directors of the company;
2. Resolutions of the 22nd Meeting of the 10th board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the 38th meeting of the 11th board of directors;
4. Hongta Securities Co.Ltd(601236) verification opinions on the extension of Guocheng Mining Co.Ltd(000688) raised investment project.
It is hereby announced.
Guocheng Mining Co.Ltd(000688) board of directors February 11, 2022
