Ping An Securities Co., Ltd
About Western Metal Materials Co.Ltd(002149)
Verification opinions on continuing to use some idle raised funds to supplement working capital temporarily
Ping An Securities Co., Ltd. (hereinafter referred to as "Ping An Securities" and "sponsor") as the western
Non public offering of shares by metal materials Co., Ltd. (hereinafter referred to as " Western Metal Materials Co.Ltd(002149) " or "the company")
A recommendation institution shall, in accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for the supervision of listed companies No. 2
——Regulatory requirements for the management and use of raised funds by listed companies, and the recommendation of Listed Companies in Shenzhen Stock Exchange
The work guidelines and the stock listing rules of Shenzhen Stock Exchange and other relevant provisions continue to apply to Western Metal Materials Co.Ltd(002149)
The use of some idle raised funds to temporarily supplement working capital has been carefully verified, and the verification is as follows:
1、 Basic information of raised funds
The company has been approved by the China Securities Regulatory Commission on approving Western Metal Materials Co.Ltd(002149) non-public
With the approval of the reply of the development bank on shares (zjxk [2020] No. 3339), this non-public offering of shares
62.8 million shares, the issue price is 12.50 yuan / share, and the total amount of funds raised is 785 million yuan. After deducting relevant
After the issuance cost of 17.3178 million yuan, the net amount of raised funds was 76.6822 million yuan, and the raised funds have been raised
Xihuiyan Zi issued by Ma Certified Public Accountants (special general partnership) on January 4, 2021
(2021) 0002 capital verification report confirmation.
2、 Use and management of raised funds
The funds raised from the 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,
The balance of the special account for raised funds (including interest) is 255534300 yuan. According to the company's plan for the use of raised funds and
According to 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 management system for 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、 Internal decision-making procedures performed by the company
The 15th meeting of the 7th board of directors and the 11th meeting of the 7th board of supervisors deliberated and adopted the proposal on continuing to use some idle raised funds to temporarily supplement working capital, and the independent directors have expressed their consent on this matter.
6、 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.
(there is no text on this page, which is the signature page of the 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)
Sponsor representative: Mou Jun, Wang Yuming
Ping An Securities Co., Ltd. February 21, 2022
