Hongta Securities Co.Ltd(601236)
About Guocheng Mining Co.Ltd(000688)
Verification opinions on the extension of raised investment projects
Hongta Securities Co.Ltd(601236) (hereinafter referred to as ” Hongta Securities Co.Ltd(601236) ” and “sponsor”) as the sponsor of Guocheng Mining Co.Ltd(000688) (hereinafter referred to as ” Guocheng Mining Co.Ltd(000688) ” and “company”) publicly issuing convertible corporate bonds, and then undertake the work of continuous supervision. According to the measures for the administration of securities issuance and listing recommendation business, 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 stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) According to the requirements of the Guocheng Mining Co.Ltd(000688) and other documents, the sponsor has checked the extension of the Guocheng Mining Co.Ltd(000688) raised investment project. The details are 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 the China Securities Regulatory Commission, the company is approved to publicly issue convertible corporate bonds with a total face value of 850 million yuan 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 (Announcement No.: 2020-063), 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. 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 has returned RMB 100 million used to supplement working capital to the above special account for raised capital. On the same day, the 25th meeting of the 11th board of directors of the company adopted the proposal on temporarily supplementing working capital with idle raised capital (Announcement No.: 2021-071), It is agreed that the company will use the raised fund of 150 million yuan to supplement the working capital temporarily, and the service life shall not exceed 6 months from the date of deliberation and approval by the board of directors. 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 on that day.
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 degree of lag in the construction progress of the project, At present, it is expected that it will be difficult to complete and put into operation within the original planned time. In order to safeguard the interests of all shareholders and the enterprise, the company decided to extend the implementation period of the “iron sulfide titanium resources circular comprehensive utilization project” to October 31, 2022 according to the current actual construction progress of the raised capital investment project under the condition of maintaining the implementation subject, total investment and capital use of the raised capital investment project unchanged.
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.
The decision to postpone the raised investment project was made after careful study by the company, but there may still be various unforeseen factors in the subsequent specific construction process of the project. Please pay attention to the investment risks.
5、 Approval procedures performed
The postponement of this raised investment project has been deliberated and approved at the 38th meeting of the 11th board of directors and the 22nd Meeting of the 10th board of supervisors. The independent directors and the board of supervisors of the company expressed clear consent on this matter.
The postponement of this raised investment project does not need to be considered by the general meeting of shareholders.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that 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.
(no text below)
(there is no text on this page, which is the signature and seal page of Hongta Securities Co.Ltd(601236) verification opinions on the extension of Guocheng Mining Co.Ltd(000688) raised investment project)
Sponsor representative:
Li Qiang, Chen Bo
Hongta Securities Co.Ltd(601236) February 11, 2022
