Guotai Junan Securities Co.Ltd(601211)
About Anhui Tongguan copper foil Group Co., Ltd
Verification opinions on permanent replenishment of working capital with some over raised funds
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) " or "sponsor") is the sponsor of Anhui Tongguan copper foil Group Co., Ltd. (hereinafter referred to as "Tongguan copper foil" or "company") for initial public offering and listing on the gem, In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, 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. 2 - standardized operation of GEM listed companies and other relevant provisions, Prudential due diligence was conducted on the proposed use of part of the over raised funds to permanently supplement the working capital of Tongguan copper foil. The specific verification results are as follows:
1、 Basic information of raised funds
With the approval of registration of initial public offering of Anhui Tongguan copper foil Group Co., Ltd. (zjxk [2021] No. 3834) issued by China Securities Regulatory Commission, the company issued 207253886 ordinary shares (A shares) in RMB for the first time, with a par value of 1 yuan per share and an issue price of 17.27 yuan per share, The total amount of funds raised is 3579.2746 million yuan, and the actual net amount of funds raised after deducting various issuance expenses (excluding tax) is 3430.1247 million yuan.
The above raised funds have been verified in the capital verification report (Rongcheng Yan Zi [2022] No. 230z0038) issued by Rongcheng Certified Public Accountants (special general partnership) on January 24, 2022.
After the raised funds are received, the company has stored the raised funds in a special account, and signed a supervision agreement on the storage of the raised funds in a special account with the sponsor and the bank storing the raised funds.
2、 Investment projects with raised funds
According to the company's prospectus for initial public offering and listing on GEM, the funds raised from the company's initial public offering of RMB common shares (A shares) will be invested in the following items after deducting the issuance expenses: unit: 10000 yuan
No. project name total investment of the project and investment amount of raised funds
1 Tongling Nonferrous Metals Group Co.Ltd(000630) Copper Crown copper foil with an annual output of 20000 tons, 82060.44 81338.53 for high-precision energy storage
Ultra thin electronic copper foil project (phase II)
2 high performance electronic copper foil technology center project 10028.20 8388.01
3. Supplementary working capital 30000.00
Total 122088.64 119726.54
The net capital raised by the company this time is 3430124700 yuan. The part of the net capital raised this time that exceeds the amount required for the investment of the above projects is the over raised capital, and the over raised capital is 2232859300 yuan. As of the date of issuance of this verification opinion, the over raised funds of the company have not been put into use.
3、 The plan of using part of the over raised funds to permanently supplement the working capital
In order to improve the use efficiency of the raised funds and optimize the financial structure of the company, on the premise of ensuring the capital demand for the construction of the investment projects with raised funds and the normal progress of the projects with raised funds, combined with the needs of the company's development planning and actual production and operation, According to the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and other relevant provisions, the company plans to use part of the over raised funds of 669 million yuan to permanently supplement the working capital, Accounting for 29.96% of the total over raised funds, it is used for the production and operation of the company. The company's accumulated use of over raised funds to permanently supplement working capital in the last 12 months shall not exceed 30% of the total amount of over raised funds, and does not violate the relevant provisions of the CSRC and Shenzhen Stock Exchange on the use of raised funds of listed companies.
4、 The company's relevant instructions and commitments on the permanent replenishment of working capital with some over raised funds this time. The company's permanent replenishment of working capital with some over raised funds this time does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal operation 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.
The company promises that the amount used for permanent replenishment of working capital shall not exceed 30% of the total amount of over raised funds in every 12 months; Within 12 months after replenishing the working capital, it is not allowed to make high-risk investments such as securities investment and derivatives trading and provide financial assistance to objects other than holding subsidiaries.
5、 Review procedures and relevant opinions
(I) deliberations of the board of directors
The 12th meeting of the first board of directors of the company deliberated and approved the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed that the company should use part of the over raised funds of RMB 669 million to permanently supplement the working capital. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) opinions of the board of supervisors
After deliberation, the board of supervisors held that the decision-making procedure of the company to use part of the over raised funds to permanently supplement working capital was in line with relevant regulations. On the premise of ensuring that the construction of investment projects with raised funds and the daily operation of the company would not be affected, the use of part of the over raised funds of RMB 669 million to permanently supplement working capital was conducive to reducing the company's financial cost and improving the company's operating efficiency, To improve the profitability of the company, there is no situation of changing the purpose of the raised funds or damaging the interests of the company and shareholders. The review procedure is legal and compliant. All supervisors unanimously agreed that the company would use part of the over raised funds to permanently supplement the working capital, and agreed to submit the above matters to the first extraordinary general meeting of shareholders in 2022 for deliberation.
(III) opinions of independent directors
The independent directors believe that under the premise of ensuring the construction of the raised funds and the normal operation of the company, the company uses the over raised funds of 669 million yuan to permanently supplement the working capital, which is conducive to improving the efficiency of the company's fund use, Comply with the provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, It will not conflict with the implementation plan of the investment project with raised funds, affect the normal implementation of the investment project with raised funds, and there is no change or disguised change in the purpose of the raised funds and damage the interests of shareholders.
Therefore, all independent directors unanimously agreed that the company would use part of the over raised funds of RMB 669 million to permanently supplement the working capital, and agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
6、 Verification opinions of the recommendation institution
After verification, Guotai Junan Securities Co.Ltd(601211) believes that the company's use of some over raised funds to permanently supplement working capital has been deliberated and approved at the 12th meeting of the first board of directors and the 6th meeting of the first board of supervisors. The independent directors have expressed their independent opinions with explicit consent and fulfilled the necessary procedures, which need to be submitted to the general meeting of shareholders for deliberation, The relevant matters comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, which will help to improve the efficiency of the use of raised funds, Optimize the company's financial structure without affecting the normal implementation progress of the investment projects with raised funds, and there is no change in the purpose of raised funds and damage to the interests of shareholders. To sum up, Guotai Junan Securities Co.Ltd(601211) has no objection to the company's use of some over raised funds to permanently supplement working capital.
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(there is no text on this page, which is the signature and seal page of Guotai Junan Securities Co.Ltd(601211) verification opinions on permanent replenishment of working capital by Anhui Tongguan copper foil Group Co., Ltd. using some over raised funds)
Sponsor representative:
Zhu zhelei Zhang Yi
Guotai Junan Securities Co.Ltd(601211) mm / DD / yy
