About Nanjing Chervon Auto Precision Technology Co.Ltd(603982)
Verification opinions on temporarily replenishing working capital with some idle raised funds
China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " and "sponsor") as the sponsor of Nanjing Chervon Auto Precision Technology Co.Ltd(603982) (hereinafter referred to as " Nanjing Chervon Auto Precision Technology Co.Ltd(603982) " and "company") issuing convertible corporate bonds, in accordance with the administrative measures for securities issuance and listing sponsor business and the guidelines for continuous supervision of listed companies on Shanghai Stock Exchange Guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange (revised in December 2020) and the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013), the matters that Nanjing Chervon Auto Precision Technology Co.Ltd(603982) plans to use some idle raised funds to temporarily supplement working capital have been carefully verified. The specific verification conditions are as follows: I. Basic information of raised funds
According to the reply on approving Nanjing Chervon Auto Precision Technology Co.Ltd(603982) public issuance of convertible corporate bonds issued by China Securities Regulatory Commission (CSRC license [2021] With the approval of No. 2511) and the consent of Shanghai Stock Exchange, the company publicly issued 6.2 million convertible corporate bonds with a face value of RMB 100 each and a total amount of raised funds of RMB 620 million. After deducting the underwriting recommendation fee and other issuance expenses of RMB 10.2551 million, the actual net amount of raised funds was RMB 609744900. The net amount of the above raised funds was in place on September 22, 2021, which was verified by Deloitte Touche Tohmatsu (special general partnership) and issued the verification report DSB (y) Zi (21) No. 00504.
In order to standardize the management and use of the company's raised funds and protect the rights and interests of investors, the company opened a special account for raised funds, and signed the tripartite supervision agreement on the storage of special account for raised funds with the sponsor and the deposit bank to store and manage the raised funds.
2、 Committed investment projects with raised funds
According to the prospectus for public offering of convertible corporate bonds in Nanjing Chervon Auto Precision Technology Co.Ltd(603982) 2021, the details of the investment projects raised by convertible corporate bonds are as follows:
Unit: 10000 yuan
Project name total investment amount of the project proposed to be invested in raised funds net amount of available raised funds implementing entity
Nanjing Chervon Auto Precision Technology Co.Ltd(603982) fine and high-end auto parts
Secret technology (safety parts intelligent manufacturing item 104907.0062000.0060974.49
Emblem) Limited public project (phase I)
department
Total 104907.0062000.0060974.49/
The raised investment project is implemented by Nanjing Chervon Auto Precision Technology Co.Ltd(603982) precision technology (Anhui) Co., Ltd. (hereinafter referred to as "Quanfeng Anhui"), a wholly-owned subsidiary of Nanjing Chervon Auto Precision Technology Co.Ltd(603982) . 3、 Specific arrangements for temporarily replenishing working capital with some idle raised funds
Purpose: on the premise of ensuring the capital demand for the construction of investment projects with raised funds, improve the use efficiency of raised funds, reduce the company's financial expenses, meet the company's business growth demand for working capital and improve the company's profitability.
Amount: no more than RMB 100 million
Term: no more than 12 months from the date of deliberation and approval at the 21st Meeting of the second board of directors. After the expiration, the company shall return this part of funds to the special account for raised funds in time and in full.
Purpose: the use of some idle raised funds to temporarily supplement the company's working capital will not change the planned purpose of the raised funds and will not affect the normal progress of the investment projects of the raised funds. 4、 Review procedures for temporarily replenishing working capital with some idle raised funds this time
The company held the 21st Meeting of the second board of directors and the 17th meeting of the second board of supervisors on December 29, 2021, deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital, and agreed to use idle raised funds of no more than RMB 100 million to temporarily supplement working capital, The service life shall not exceed 12 months from the date of deliberation and approval at the 21st Meeting of the second board of directors of the company.
The temporary replenishment of working capital with some idle raised funds used by the company this time complies 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 measures for the administration of raised funds by listed companies of Shanghai Stock Exchange and other regulatory requirements.
(i) Opinions of independent directors
The company's use of some idle raised funds to temporarily supplement working capital complies with the provisions of relevant laws and regulations, and the approval procedure is legal. On the premise of not affecting the construction of investment projects with raised funds and ensuring the safety of raised funds, the company uses some idle raised funds to temporarily supplement working capital, which is conducive to improving the efficiency of fund use and will not affect the normal operation of the company, and complies with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies The measures for the administration of raised funds of listed companies of Shanghai Stock Exchange and other provisions do not conflict with the implementation plan of the investment projects with raised funds, do not affect the normal implementation of the investment projects with raised funds, nor do they change the investment direction of raised funds in a disguised manner and damage the interests of shareholders. It is agreed that the company will use some idle raised funds to supplement working capital temporarily.
（2） Opinions of the board of supervisors
The board of supervisors held that the company used part of the idle raised funds to temporarily supplement the working capital and fulfilled the necessary approval procedures, which is conducive to improving the use efficiency of the raised funds, does not affect the implementation of the investment projects of the raised funds and the normal operation of the company, does not change the purpose of the raised funds in a disguised manner, and does not damage the interests of the company and minority shareholders, Comply with the requirements of relevant laws and regulations. It is agreed that the company use idle raised funds of no more than RMB 100 million to temporarily supplement working capital. 5、 Verification opinions of the recommendation institution
After verification, China International Capital Corporation Limited(601995) believes that:
(i) The company's 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 and performed the necessary decision-making procedures, which is in line with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock exchange on the use of raised funds of listed companies.
（2） The company's use of some idle raised funds to temporarily supplement working capital this time does not violate the relevant commitments of the raised funds investment projects, does not affect the normal progress of the raised funds investment projects, and does not change the raised funds investment projects in disguise or damage the interests of shareholders.
In conclusion, the recommendation institution has no objection to the company's use of some idle raised funds to temporarily supplement working capital.
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(there is no text on this page, which is the signature page of China International Capital Corporation Limited(601995) verification opinions on Nanjing Chervon Auto Precision Technology Co.Ltd(603982) using some idle raised funds to temporarily supplement working capital)
Sponsor representative:
Liang Yong, Wei Dejun
China International Capital Corporation Limited(601995) mm / DD / 2021
