Hongta Securities Co.Ltd(601236) about Guocheng Mining Co.Ltd(000688)
Postpone the return of idle raised funds and continue to be used to supplement working capital temporarily
Verification opinions
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 Guocheng Mining Co.Ltd(000688) and other documents, the recommendation institution has verified the delayed return of idle raised funds and continued to be used to supplement working capital temporarily. The specific conditions 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、 Use of raised funds
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 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 (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.
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
(I) plan to postpone the return of idle raised funds and continue to be used to supplement working capital temporarily
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 RMB 120 million 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.
(II) the rationality and necessity of delaying the return of idle raised funds and continuing to be used to supplement working capital temporarily
The company’s delayed return of idle raised funds of RMB 120 million and continued to be used 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、 Description of relevant review procedures and special opinions
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. Deliberation and opinions of the board of supervisors
The 22nd Meeting of the 10th board of supervisors of the company deliberated and adopted the proposal on delaying the return of idle raised funds and continuing to be used to supplement working capital temporarily. The board of supervisors believes that the company’s delay in returning some idle raised funds and continuing to use them to supplement working capital temporarily 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, it is agreed that the idle raised funds of the company will be used to temporarily supplement working capital.
3. Opinions of independent directors
The independent director expressed his independent opinion that: 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, and the construction of the raised project has not been completed, the raised funds have not been fully used, and some idle funds have been deposited, The deferred return of some idle raised funds and continued to be used for temporary replenishment of working capital follows the principle of maximizing the interests of shareholders
It proves that the construction fund demand of the investment project with raised funds 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 postpone the return of some idle raised funds and continue to be used to supplement working capital temporarily. 6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that 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.
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(there is no text on this page, which is the signature and seal page of Hongta Securities Co.Ltd(601236) verification opinions on Guocheng Mining Co.Ltd(000688) delaying the return of idle raised funds and continuing to be used for temporary replenishment of working capital) sponsor representative:
Li Qiang, Chen Bo
Hongta Securities Co.Ltd(601236) February 11, 2022
