Securities code: 000688 securities abbreviation: Guocheng Mining Co.Ltd(000688) Announcement No.: 2022-018 Guocheng Mining Co.Ltd(000688)
On delaying the return of idle raised funds and
Announcement on continuing to be used for temporary replenishment of 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.
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, and deliberated and adopted the proposal on delaying the return of idle raised funds and continuing to be used to supplement working capital temporarily. The company is in ensuring the capital demand for the construction of investment projects with raised funds On the premise of ensuring the normal progress of the investment projects with raised funds, it is proposed to postpone the return of idle raised funds of RMB 120 million and continue to be used to supplement working capital temporarily. The deferred return period shall not exceed 6 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for raised funds at the expiration of the period. If the implementation progress of the raised fund project exceeds the current expectation due to development needs, the company will return it in time to ensure the progress of project construction. The relevant information is hereby announced as follows:
1、 Temporary replenishment of working capital with idle raised funds in the previous time
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.
2、 Relevant instructions on the delayed return of idle raised funds
With the continuous expansion of the company’s business scale and the increasing demand for working capital, in order to meet the company’s development needs, improve the use efficiency of raised funds, reduce financial costs, optimize financial structure and safeguard the interests of the company and shareholders, the company plans to postpone the return of idle raised funds of 120 million yuan and continue to be used to supplement working capital temporarily, The deferred return period shall not exceed 6 months from the date of deliberation and approval by the board of directors.
3、 Raised funds and use
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. Use of raised funds
As of November 30, 2021, the cumulative amount of funds raised by the company’s raised and invested project “iron sulfide titanium resource recycling and comprehensive utilization project” is RMB 667360864.12.
4、 The plan to postpone the return of idle raised funds and continue to be used to temporarily supplement working capital and its rationality and necessity
1. Postpone the return of idle raised funds and continue to be used to temporarily supplement working capital
In order to meet the capital needs of daily operation, improve the use efficiency of idle raised funds and reduce financial costs, on the premise of ensuring the normal progress of investment projects with raised funds, the company plans to postpone the return of idle raised funds of 120 million yuan and continue to supplement working capital temporarily. The deferred return period shall not exceed 6 months from the date of deliberation and approval by the board of directors, When due, it will be returned to the special account for raised funds. If the implementation progress of the raised fund project exceeds the current expectation due to development needs, the company will return it in time to ensure the progress of project construction.
2. The rationality and necessity of delaying the return of idle raised funds and continuing to supplement working capital temporarily. The company’s delayed return of idle raised funds of 120 million yuan and continuing to supplement working capital temporarily will reduce the company’s financial expenses and capital costs, meet the company’s business growth demand for working capital and improve the company’s capital use efficiency. The deferred return of idle raised funds and continued to be used for temporary replenishment of working capital are limited to the production and operation related to the company’s main business, and will not directly or indirectly use the idle raised funds for high-risk investments such as securities investment and derivatives trading. The use of idle raised funds this time 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.
5、 Relevant review and approval procedures
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 delaying the return of idle raised funds and continuing to be used for temporary replenishment of working capital. The board of directors agreed that the company should postpone the return of idle raised funds of 120 million yuan and continue to be used for temporary replenishment of working capital. The deferred return period shall not exceed 6 months from the date of deliberation and approval by the board of directors, When due, it will be returned to the special account for raised funds.
2. Opinions of the board of supervisors
The company postponed the return of some idle raised funds and continued to use them to supplement working capital temporarily, which is conducive to improving the use efficiency of idle raised funds, Comply with the relevant provisions of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the guidelines on supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), perform the necessary review procedures, comply with the interests of the company and shareholders, and there is no illegal use of raised funds, Therefore, the company agrees to postpone the return of some idle raised funds and continue to be used to supplement working capital temporarily.
3. Opinions of independent directors
In view of the fact that the company’s previous temporary replenishment of working capital of RMB 100 million has been returned and transferred to the company’s special account for raised funds within 12 months, the construction of the raised project has not been completed, the raised funds have not been fully used, and there are some idle funds, The deferred return of some idle raised funds and continued to be used to temporarily supplement working capital follows the principle of maximizing the interests of shareholders and ensures the demand for construction funds of investment projects with raised funds, which can improve the use efficiency of raised funds, reduce the financial cost of the company and ensure the interests of all shareholders. The temporary replenishment of liquidity funds has not changed the purpose of the raised funds in a disguised form, and there is no illegal use of the raised funds, It complies with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) and the articles of association. Therefore, it is agreed to continue to use the idle funds raised for the temporary replenishment.
4. Opinions of the sponsor
The company delayed the return of 120 million yuan of idle raised funds and used them to continue to supplement working capital temporarily, The deferred return period shall not exceed 6 months from the date of deliberation and approval by the board of directors, which shall comply with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) And other laws and regulations on the normative requirements for the use of raised funds. The matter was adopted at the 38th meeting of the 11th board of directors and the 22nd Meeting of the 10th board of supervisors. The independent directors expressed their consent and performed the necessary legal procedures. There is no case of changing the purpose of the raised funds in a disguised form or damaging the interests of the shareholders of the company. In conclusion, the recommendation institution has no objection to the company’s delay in returning the idle raised funds of RMB 120 million and continuing to supplement the working capital temporarily.
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 proposal of Guocheng Mining Co.Ltd(000688) delaying the return of idle raised funds and continuing to be used to supplement working capital temporarily.
It is hereby announced.
Guocheng Mining Co.Ltd(000688) board of directors February 11, 2022
