Chinalin Securities Co.Ltd(002945)
About Malion New Materials Co.Ltd(300586)
The verification opinion Chinalin Securities Co.Ltd(002945) (hereinafter referred to as ” Chinalin Securities Co.Ltd(002945) ” or “sponsor”) on temporarily replenishing working capital with some idle raised funds is used as the sponsor of Malion New Materials Co.Ltd(300586) (hereinafter referred to as ” Malion New Materials Co.Ltd(300586) ” or “company”) issuing A-share shares to specific objects in 2020 and listing on GEM, and publicly issuing convertible corporate bonds and listing on GEM in 2019, In accordance with the measures for the administration of securities issuance and listing recommendation business, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 13 – recommendation business, Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other relevant provisions, Checked the temporary replenishment of working capital with some idle raised funds for Malion New Materials Co.Ltd(300586) and issued the following verification opinions:
1、 Basic information of raised funds
With the approval of the reply on approving Malion New Materials Co.Ltd(300586) to issue shares to specific objects for registration (zjxk [2021] No. 822) issued by the China Securities Regulatory Commission, the company issued 68461617 ordinary shares of RMB to 11 specific objects, with a par value of RMB 1.00 per share, an issue price of RMB 6.80 per share and a total raised capital of RMB 465538995.60, After deducting the issuance expenses of 7989114.73 yuan, the net amount of funds actually raised was 457549880.87 yuan. Asia Pacific (Group) Certified Public Accountants (special general partnership) has verified the availability of the company’s raised funds on June 24, 2021 and issued the Malion New Materials Co.Ltd(300586) capital verification report (ykyz (2021) No. 01620002). The company has stored the raised funds in a special account and signed the tripartite supervision agreement on raised funds with the sponsor and the deposit bank of raised funds.
2、 Investment plan of raised funds
According to the company’s prospectus for the issuance of A-share shares to specific objects on the gem in 2020, the company’s investment projects of issuing RMB common shares to specific objects and the use plan of the raised funds are as follows:
Unit: 10000 yuan
No. project name total investment of the project and proposed investment amount of raised funds
1. Industrialization of functional masterbatch and biodegradable masterbatch 36058.31 32587.90 items
2. Supplementary working capital 13966.00
Total 50024.31 46553.90
3、 Reasons for idle raised funds and the necessity of temporarily replenishing working capital
As the construction of raised investment projects requires a certain period, according to the current construction progress and capital investment plan of the company’s raised investment projects, some of the raised funds will be idle for a period of time.
With the continuous expansion of production and operation scale, the company’s demand for working capital increases. The use of some idle raised funds to temporarily supplement working capital is conducive to meeting the company’s demand for working capital and further enhancing the company’s sustainable profitability and market competitiveness.
4、 Temporary replenishment of working capital with some idle raised funds in the previous use
On August 13, 2021, the 35th meeting of the third 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 the idle raised funds of no more than RMB 150 million to issue shares to specific objects to temporarily supplement working capital, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
On February 21, 2022, the company has returned the above raised funds of 150 million yuan for temporary replenishment of working capital to the special account for raising funds by issuing shares to specific objects, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company.
5、 Basic information of temporarily replenishing working capital with some idle raised funds this time
In accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2022] No. 15), the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the company’s special storage system for raised funds, in order to improve the efficiency of fund use, To increase capital income, on the premise of ensuring the capital demand for the construction of raised investment projects and the normal progress of raised investment projects, the company plans to use the idle raised funds of issuing shares to specific objects of no more than RMB 130 million to temporarily supplement working capital, and the service life shall not exceed 12 months from the date of approval by the board of directors. The use of some idle raised funds to temporarily supplement working capital is estimated to save 5.66 million yuan of financial expenses for the company according to the bank’s benchmark interest rate of 4.35% in the same period.
The company uses some idle raised funds to temporarily supplement working capital to ensure that the following conditions are met:
1. It will not change the purpose of the raised funds in a disguised form, nor will it affect the normal progress of the raised investment projects;
2. It is limited to the production and operation related to the main business, and will not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements; 3. The replenishment of working capital with idle raised funds will not exceed 12 months. Before the expiration of the 12-month service life, the funds will be returned to the special account for raised funds in time;
4. The company and its subsidiaries have not made securities investment, derivative investment, venture capital and other high-risk investments in the past 12 months, and promise not to make the above-mentioned high-risk investments in the next 12 months, and not to provide financial assistance to objects other than holding subsidiaries.
6、 Relevant review and approval procedures
1. Deliberations of the board of directors
The 7th Meeting of the 4th board of directors of the company deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital. On the premise of ensuring the capital demand for the construction of raised investment projects and the normal progress of raised investment projects, It is agreed that the company will use the idle raised funds of no more than RMB 130 million to issue shares to specific objects for temporary replenishment of working capital.
2. Deliberation of the board of supervisors
The fifth meeting of the 4th board of supervisors of the company deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital. After deliberation, the board of supervisors believes that the use of idle raised funds for temporary replenishment of working capital on the premise of ensuring the capital demand for the construction of raised investment projects and the normal progress of raised investment projects is conducive to improving the use efficiency of raised funds and meeting the needs of the development of the company, It is agreed that the company will use the idle raised funds of no more than RMB 130 million to issue shares to specific objects for temporary replenishment of working capital.
3. Opinions of independent directors
The independent directors of the company carefully reviewed the company’s plans to use some idle raised funds to temporarily supplement working capital, and expressed the following opinions:
On the premise of ensuring the capital demand for the construction of the raised investment project and the normal progress of the raised investment project, the idle raised funds of no more than RMB 130 million issued shares to specific objects are used to temporarily supplement the working capital, which is conducive to improving the use efficiency of funds and increasing the capital income, and does not conflict with the implementation plan of the raised investment project, It will not affect the normal progress of the raised investment project, the normal production and operation of the company, nor will it change the investment direction of the raised funds in a disguised manner and damage the interests of the company and all shareholders. The deliberation and decision-making procedures of this matter are legal and compliant. The company agrees to use the above idle raised funds to temporarily supplement working capital.
7、 Recommendation institution’s concluding comments
After verification, Chinalin Securities Co.Ltd(002945) believes that:
If the raised funds are not used for the project, it will not be used to increase the efficiency of the raised funds. If the raised funds are not used for the project, it will not be used for the purpose of increasing the investment efficiency of the project. If the raised funds are not used for the purpose of raising funds in excess of RMB 13 million, it will not be used for the purpose of ensuring the normal use of the raised funds, It will not affect the normal progress of the raised investment project, the normal production and operation of the company, nor will it change the investment direction of the raised funds in a disguised manner and damage the interests of the company and all shareholders.
The above-mentioned 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, obtained the explicit consent of independent directors, fulfilled the necessary decision-making procedures, and complied with the company law, the Listing Rules of Shenzhen Stock Exchange Chuangye board The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws and regulations, normative documents and the provisions of the articles of association.
The recommendation institution has no objection to Malion New Materials Co.Ltd(300586) using some idle raised funds to temporarily supplement working capital.
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(there is no text on this page, which is the signature and seal page of Chinalin Securities Co.Ltd(002945) verification opinions on Malion New Materials Co.Ltd(300586) using some idle raised funds to temporarily supplement working capital)
Sponsor representative:
Wang Cuicui
Zhang Feng
Shen Chuang
Chinalin Securities Co.Ltd(002945) (seal): mm / DD / yyyy
