China Securities Co.Ltd(601066)
About Shenzhen Topband Co.Ltd(002139)
Verification opinions on temporarily replenishing working capital with some idle raised funds
As a sponsor for the continuous supervision of Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as " Shenzhen Topband Co.Ltd(002139) " or "the company") in the non-public offering of A-Shares in 2021, China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) " securities "or" the sponsor ") in accordance with the measures for the administration of securities issuance and listing sponsorship business and the stock listing rules of Shenzhen Stock Exchange The provisions of relevant laws, regulations and normative documents such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, Carefully check the proposal on temporarily replenishing working capital with some idle raised funds deliberated at the 20th (Interim) meeting of the seventh board of directors. The relevant information is as follows: I. The availability of raised funds of the company
(I) convertible corporate bonds in 2019
Approved by the reply on approving Shenzhen Topband Co.Ltd(002139) public issuance of convertible corporate bonds (zjxk [2018] No. 1842) of the China Securities Regulatory Commission, the company publicly issued 5.73 million convertible corporate bonds, with a face value of RMB 100 for each bond and a total raised capital of RMB 573000000, After deducting the issuance expenses, the net amount of funds actually raised is 565436509.42 yuan. All the above-mentioned raised funds were in place on March 13, 2019. Ruihua Certified Public Accountants (special general partnership) verified their availability and issued the capital verification report "Ruihua Yan Zi [2019] No. 48270001". After deducting the issuance expenses, the raised funds will be used for the raised investment project of "Tuobang East China operation center". (II) non public offering of shares in 2021
With the approval of the reply on approving Shenzhen Topband Co.Ltd(002139) non-public development of shares (zjxk [2020] No. 1865) issued by the China Securities Regulatory Commission, Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as the "company") non publicly issued 92105263 RMB ordinary shares to specific objects, with a par value of RMB 1 per share and an issue price of RMB 11.40 per share, The total amount of the raised funds is 104999998.202 yuan, after deducting the expenses related to the issuance of 13152929.49 yuan (excluding tax), the net amount of the actually available raised funds is 1036847068.71 yuan. The above raised funds have been transferred to the special account for raised funds of the company on May 10, 2021. Tianzhi International Certified Public Accountants (special general partnership) verified the availability of funds raised by the company's non-public offering of shares, and issued the capital verification report of "Tian Ye Ye Zi [2021] No. 29460". After deducting the issuance expenses, the raised funds will be used for "Tuobang Huizhou second industrial park project" and "supplementary working capital".
The proposal on changing the implementation mode, subject and place of some investment projects with raised funds was deliberated and adopted at the 18th (Interim) meeting of the seventh board of directors, the 15th (Interim) meeting of the seventh board of supervisors and the first extraordinary general meeting of shareholders in 2022, Adjust the implementation method, subject and place of the lithium battery project in the "Tuobang Huizhou second industrial park project" of the investment project raised by the listed company. After this change, the company will transfer the raised funds to the bank account of Nantong Tuobang by paying in the registered capital of the wholly-owned subsidiary Nantong Tuobang Youneng Technology Co., Ltd. (hereinafter referred to as "Nantong Tuobang"), Nantong Tuobang will store the raised funds in a special account for the first phase project of phase I of Tuobang Nantong Industrial Park.
The company has deposited the above raised funds in the special account and signed a supervision agreement with the sponsor and the commercial bank storing the raised funds. 2、 Temporary replenishment of working capital with idle raised funds in the previous time
At the 10th meeting of the 7th board of directors, the proposal on temporarily replenishing working capital with some idle raised funds agreed that the company would temporarily replenish working capital with idle raised funds of RMB 950 million. The amount of funds actually raised by the company for temporarily replenishing working capital is RMB 950 million. As of February 8, 2022, the company has returned all the above-mentioned funds raised for temporarily replenishing working capital of RMB 950 million and transferred them to the special account for raising funds of the company. 3、 Temporary replenishment of working capital with idle raised funds this time
(I) details of temporarily replenishing working capital with idle raised funds this time
With the expansion of the company's production and sales scale outside China, the required working capital also increases, and the raised investment projects need to be constructed step by step according to the plan. During this period, some raised funds are idle. In order to meet the needs of business development, reduce financial expenses and improve fund utilization efficiency, the company decides to use no more than RMB 840 million
The idle raised funds of yuan will temporarily supplement the working capital. According to the calculation of one-year loan market quotation interest rate (LPR) of 3.70% on January 20, 2022, the use of raised funds to temporarily supplement circulating funds is expected to save financial expenses of about 31.08 million yuan / year. The details are as follows:
1. Amount and service life
The total amount of working capital temporarily supplemented by idle raised funds shall not exceed 840 million yuan, and the service life of the funds shall not exceed 12 months.
2. Validity of resolution
Valid for 12 months from the date of adoption by the board of directors.
(II) relevant legal procedures
The company's use of some idle raised funds to temporarily supplement working capital has been deliberated and approved at the 20th (Interim) meeting of the seventh board of directors and the 16th (Interim) meeting of the seventh board of supervisors, and independent directors have expressed independent opinions.
The board of supervisors of the company believes that the company's use of some idle raised funds to temporarily supplement working capital meets the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board The company's measures for the administration of raised funds and other provisions agree that the company uses no more than 840 million yuan of idle raised funds to temporarily supplement working capital. The service life shall not exceed 12 months from the date of deliberation and approval by the company's board of directors. The company guarantees to return it to the special account for raised funds before expiration.
The independent directors of the company believe that under the condition of ensuring the normal construction of the company's investment projects with raised funds, the company's use of idle raised funds of no more than 840 million yuan to temporarily supplement working capital can further reduce the company's financial cost, improve the use efficiency of raised funds and safeguard the interests of the company and the majority of investors.
At the same time, the above matters do not change the investment direction of the raised funds in a disguised form, and the time for a single replenishment of working capital does not exceed 12 months, which is in line with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the company's measures for the administration of raised funds are in line with the interests of all shareholders. We agree that the company will use the idle raised funds of no more than 840 million yuan to supplement the working capital temporarily, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
4、 Verification opinions of the sponsor
After verification, China Securities Co.Ltd(601066) Securities believes that:
(I) the plan of using idle raised funds to temporarily supplement working capital has been deliberated and adopted at the 20th (Interim) meeting of the seventh board of directors. The board of supervisors and independent directors have expressed their consent and performed the necessary legal procedures.
(II) Shenzhen Topband Co.Ltd(002139) the plan of using idle raised funds to temporarily supplement working capital does not conflict with the implementation plan of the original raised funds investment project, will not affect the normal implementation of the original raised funds investment project, nor does it change the investment direction of raised funds in a disguised manner and damage the interests of shareholders. Shenzhen Topband Co.Ltd(002139) did not engage in high-risk investment in the past 12 months, and promised not to make high-risk investment or provide financial assistance to others during the period of temporarily replenishing working capital with idle raised funds.
To sum up, Shenzhen Topband Co.Ltd(002139) the plan of using idle raised funds to temporarily supplement working capital 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, and China Securities Co.Ltd(601066) securities agrees to use idle raised funds to temporarily supplement working capital.
(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) verification opinions on Shenzhen Topband Co.Ltd(002139) using some idle raised funds to temporarily supplement working capital)
Sponsor representative:
Xu Chao, Zhu Mingqiang
China Securities Co.Ltd(601066) February 15, 2021
