Securities code: 002149 securities abbreviation: Western Metal Materials Co.Ltd(002149) Announcement No.: 2022-006
Western Metal Materials Co.Ltd(002149)
Announcement on continuing to use some idle raised funds to temporarily supplement 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.
Western Metal Materials Co.Ltd(002149) (hereinafter referred to as “the company”) held the 15th meeting of the 7th board of directors and the 11th meeting of the 7th board of supervisors on February 21, 2022, deliberated and adopted the proposal on continuing to use some idle raised funds to temporarily supplement working capital. On the premise of ensuring that the construction of investment projects with raised funds and the use of raised funds are not affected, It is agreed that the company will use 160 million yuan of idle raised funds to temporarily supplement the working capital, and the service life shall not exceed 12 months. The specific time shall be calculated from the date of deliberation and approval by the board of directors of the company. Before the expiration, the company will return this part of funds to the special account for raised funds in time and in full. The details are as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Western Metal Materials Co.Ltd(002149) non-public shares issued by China Securities Regulatory Commission (zjxk [2020] No. 3339), the company issued 62.8 million shares in this non-public offering
The price of the bank is 12.50 yuan / share, and the total amount of funds raised is 785 million yuan. After deducting the relevant issuance expenses, 17.3178 million
After that, the net amount of raised funds was 767682200 yuan, and the raised funds have been used by Sigmar Certified Public Accountants (special general accounting firm)
Confirmed by the capital verification report xihuiyan Zi (2021) No. 0002 issued by the partnership) on January 4, 2021.
2、 Use and management of raised funds the funds raised from this non-public offering of shares are fully invested in the following projects after deducting the issuance expenses:
Unit: 10000 yuan
No. total investment amount of the project invested by raising funds used amount of the raised funds invested
1 high performance and low cost titanium alloy material production line 48500.00 48500.00 28710.08
2 Western Metal Materials Co.Ltd(002149) joint technology center construction project 6500.00 6500.00 1491.59
3. Supplementary working capital 23500.00 21768.22 21768.22
Total 78500.00 76768.22 51969.89
As of January 31, 2022, the company has used a total of 519698900 yuan of raised funds, and the balance of the special account for raised funds (including interest) is 255534300 yuan. According to the use plan of the company’s raised funds and the actual construction progress of the investment project, the company will have some raised funds idle within 12 months.
In order to standardize the use and management of the raised funds of the company and protect the legitimate rights and interests of investors, according to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies (hereinafter referred to as the “guidelines No. 2”) In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “standardized operation guidelines”) and the company’s measures for the administration of raised funds, the company shall store the raised funds in a special account to ensure that the special funds are used for special purposes, and cooperate with the sponsor The raised funds storage bank shall sign the tripartite supervision agreement on the special account storage of raised funds and use the raised funds in strict accordance with the regulations.
3、 Temporary replenishment of working capital and return of some idle raised funds used in the previous time
At the 10th meeting of the 7th board of directors held on February 3, 2021, the company deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed to use 400 million yuan of idle raised funds to temporarily supplement working capital on the premise of ensuring that the construction of investment projects and the use of raised funds will not be affected, The service life shall not exceed 12 months.
As of January 30, 2022, the company has returned the raised capital of 400 million yuan for temporary replenishment of working capital to the raised capital account, with a service life of no more than 12 months.
4、 The plan of temporarily replenishing working capital with some idle raised funds this time
In order to improve the use efficiency of raised funds and reduce the company’s financial expenses, on the premise of ensuring the capital demand for the construction of raised funds projects, according to the relevant provisions of the measures for the administration of raised funds issued by the CSRC, Shenzhen Stock Exchange and the company, the company plans to continue to use idle raised funds of no more than 160 million yuan to temporarily supplement working capital for no more than 12 months.
When the company uses the idle raised funds to supplement the working capital, it is limited to the production and operation related to the main business, changes the purpose of the raised funds or affects the normal progress of the investment plan of the raised funds; Do not use idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading. There is no failure to return the funds raised for temporary replenishment of working capital. The company promises to return some idle raised funds to the special account for raised funds in time before the expiration of the period for temporarily replenishing working capital.
5、 Approval procedures and relevant opinions for the replacement of raised funds
1. Deliberations of the board of directors
The 15th meeting of the 7th board of directors of the company deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company should use 160 million yuan of idle raised funds to temporarily supplement working capital, with a service life of no more than 12 months.
2. Opinions of independent directors
After verification, the independent directors believe that the company’s use of 160 million yuan of idle raised funds to temporarily supplement working capital is conducive to improving the use efficiency of funds and reducing the company’s financial expenses, which is in line with the interests of all shareholders of the company. The decision-making procedures for temporarily replenishing working capital with some idle raised funds 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 of listed companies and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board of China Securities Regulatory Commission, There is no conflict with the implementation plan of the investment project with raised funds, and it does not affect the normal progress of the investment project with raised funds, nor does it change the investment direction of raised funds in a disguised manner and damage the interests of shareholders.
Therefore, we agree that the company will use some idle raised funds to supplement working capital temporarily, with a service life of no more than 12 months, and return them to the special account for raised funds before expiration.
3. Opinions of the board of supervisors
The board of supervisors held that the company used 160 million yuan of idle raised funds to temporarily supplement working capital, and the relevant procedures were in line with the relevant provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies of the CSRC, and did not conflict with the implementation plan of the investment projects with raised funds, It will not affect the normal progress of the investment project with raised funds. Therefore, we agree to the company’s use of some idle raised funds to temporarily supplement working capital.
4. Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s continued use of some idle raised funds to temporarily supplement working capital has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, the decision-making procedures are legal and compliant, and comply with the stock listing rules of Shenzhen Stock Exchange (revised in 2022) Relevant provisions of Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022). The recommendation institution has no objection to the company’s continued use of some idle raised funds to temporarily supplement working capital.
6、 Documents for future reference
1. Resolutions of the 15th meeting of the 7th board of directors;
2. Resolutions of the 11th meeting of the 7th board of supervisors;
3. Western Metal Materials Co.Ltd(002149) independent opinions of independent directors on continuing to use some idle raised funds to supplement working capital temporarily; 4. Verification opinions of Ping An Securities Co., Ltd. on Western Metal Materials Co.Ltd(002149) continuing to use some idle raised funds to temporarily supplement working capital. It is hereby announced.
Western Metal Materials Co.Ltd(002149) board of directors
February 22, 2022
