China Securities Co.Ltd(601066)
About Yunnan Aluminium Co.Ltd(000807)
The verification opinions on using the raised funds to replace the self raised funds invested in the raised investment projects in advance shall be in accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) The guidelines for the recommendation of listed companies of Shenzhen Stock Exchange and other relevant laws and regulations, China Securities Co.Ltd(601066) (hereinafter referred to as the “sponsor”) as the sponsor of Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as ” Yunnan Aluminium Co.Ltd(000807) ” or “the company”) non-public issuance of a shares, carefully verified Yunnan Aluminium Co.Ltd(000807) the replacement of self raised funds invested in the investment project with raised funds in advance with raised funds, and the verification results are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Yunnan Aluminium Co.Ltd(000807) non-public development of shares (zjxk [2021] No. 3086) of China Securities Regulatory Commission, the company privately issued 339750849 new shares of RMB common shares to 17 specific investors at an issue price of 8.83 yuan / share, and the total raised funds were 2999996.67 yuan, After deducting the issuance expenses excluding tax of RMB 24414953.61, the net amount of raised funds was RMB 2975585043.06. The net amount of raised funds was fully remitted to the special account for raised funds opened by the company in the bank on December 3, 2021, PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) conducted capital verification and issued the verification report on the availability of funds raised by Yunnan Aluminium Co.Ltd(000807) non-public development banks’ A-Shares (PWC ztyz [2021] No. 1186). The company has made special storage of the raised funds, and has signed a tripartite supervision agreement on the raised funds with the sponsor and the bank storing the raised funds.
2、 Investment projects with raised funds
In the Yunnan Aluminium Co.Ltd(000807) 2020 non-public development bank stock plan, the investment direction of the raised funds is as follows:
The total investment of the project is planned to use the raised funds
No. input amount
Yunnan Wenshan Aluminum Co., Ltd. green low carbon hydropower aluminum material I
1. Integrated project 443302210000
2. Supplementary working capital and repayment of bank loans 9000090000
Total 533302300000
If the net amount of funds actually raised from this non-public offering of shares is less than the total amount of funds to be invested in the above projects
The insufficient part shall be solved by the company through self financing or other means. When the funds raised in this offering are in place
Before, the company can invest with self raised funds according to the progress of the project, and after the raised funds are in place, according to
The provisions of relevant laws and regulations shall be replaced.
3、 Advance investment of self raised funds in raised investment projects and replacement
Since September 29, 2020, the board of directors of the company has deliberated and adopted the plan on the company’s non-public offering of shares
In order not to affect the implementation progress of the project, the company will raise funds by itself before the raised funds are in place
The fund is invested in the project with raised funds in advance. As of December 22, 2021, the company has advanced with self raised funds
The actual investment amount invested in the project with raised funds is RMB 736256012.70, which is to be replaced this time
The amount is RMB 736256012.70, as follows:
Unit: RMB 10000
The raised funds are committed to be invested from September 29, 2020 to
Total construction investment of the project invested by raised funds amount of funds self proposed replacement amount of funds invested on November 30, 2021
Yunnan Wenshan Aluminum Co., Ltd. green 44330221000073625.6073625.60 low carbon hydropower aluminum material integration project
Total 44330221000073625.6073625.60
The implementation of the replacement of raised funds, the self raised funds and issuance application documents of the investment projects invested with raised funds in advance
The contents of the documents are consistent, and there is no change in the purpose of the raised funds, which is conducive to the normal operation of the raised funds according to the investment plan,
Moreover, the replacement time of the raised funds is no more than 6 months from the arrival time of the raised funds.
4、 The use of raised funds to replace the relevant procedures for the implementation of projects invested in raised funds in advance
(i) Deliberations of the board of directors
The 10th meeting of the 8th board of directors of the company deliberated and adopted the “on using raised funds to replace pre invested funds”
The proposal on self raised funds for projects invested with raised funds agrees to use the raised funds of RMB 736256012.70 for advance payment
The board of supervisors believes that the company’s use of raised funds to replace the self raised funds invested in the raised investment project in advance complies with the provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies of China Securities Regulatory Commission and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange of Shenzhen Stock Exchange, and meets the needs of raised investment projects, There are no circumstances that harm the interests of all shareholders and no illegal use of the raised funds. It is agreed that the company will use the raised funds of RMB 736256012.70 to replace the self raised funds invested in the raised projects in advance.
（3） Opinions of independent directors
The independent directors believe that: the company has fulfilled the necessary approval procedures by replacing the self raised funds invested in the raised investment projects in advance with the raised funds, the replacement time of the company’s raised funds is less than 6 months from the arrival time of the raised funds, and the use of the raised funds is consistent with the investment direction of the raised funds in the issuance application documents, which does not affect the normal progress of the raised funds investment projects, There is no disguised change in the investment direction of the raised funds and damage to the interests of shareholders, which is in line with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange. It is agreed that the company will use the raised funds of RMB 736256012.70 to replace the self raised funds that have been invested in the investment projects with the raised funds in advance.
（4） The accountant issued an assurance report
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) reviewed the actual investment of self raised funds in advance in the company’s investment projects with raised funds, and issued the verification report on the report of Yunnan Wenshan Aluminum Co., Ltd. on self raised funds in advance (Zhonghuan zhuanzi (2021) No. 1610008), It is considered that the above report on the investment projects invested with raised funds in advance with self raised funds has been prepared in accordance with the relevant requirements of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange issued by Shenzhen Stock Exchange, and truthfully reflects the investment projects invested with raised funds by Yunnan Aluminium Co.Ltd(000807) and Yunnan Aluminum Wenshan with self raised funds in advance in all major aspects. For details, please refer to the verification report on the investment projects invested by Yunnan Wenshan Aluminum Co., Ltd. with self raised funds in advance (Zhonghuan zhuanzi (2021) No. 1610008) disclosed by the company on the designated information disclosure media on the same day.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s replacement of the raised funds for the self raised funds invested in the investment projects with raised funds in advance has been deliberated and adopted at the 10th meeting of the eighth board of directors, and the board of supervisors and independent directors have expressed their explicit consent, Zhongshen Zhonghuan Certified Public Accountants (special general partnership) conducted a special audit, issued relevant assurance reports, performed necessary legal procedures, and met the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange, and The requirements of relevant laws and regulations such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange. The use of the raised funds is consistent with the investment direction of the raised funds in the issuance application documents, does not affect the normal progress of the investment projects of the raised funds, does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders, and the replacement time is no more than 6 months from the arrival time of the raised funds. Therefore, the sponsor agrees to implement the replacement of the raised funds.
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(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) verification opinions on Yunnan Aluminium Co.Ltd(000807) using raised funds to replace self raised funds of pre invested raised projects)
Sponsor representative (signature):
Li Yanzhi, Wang Zhuyuan
China Securities Co.Ltd(601066) mm / DD / yy
