Guotai Junan Securities Co.Ltd(601211)
About Jiangsu Jiuwu Hi-Tech Co.Ltd(300631)
Use part of the raised funds to provide verification opinions on the implementation of raised investment projects with loans to holding subsidiaries
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as “the sponsor”) as the sponsor of Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) (hereinafter referred to as ” Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) ” and “the company”) to issue shares to specific objects through simple procedures in 2021, According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies Guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other relevant provisions, The company plans to use the funds raised by issuing shares to specific objects through simple procedures in 2021 to provide loans to Jiangsu JiuWu Environmental Protection Industry Development Co., Ltd. (hereinafter referred to as “Jiuwu environmental protection”) in batches to implement the raised investment project. According to the Shenzhen Stock Exchange GEM Listing Rules (2020) and the articles of association and other relevant provisions, the borrowing behavior constitutes the financial support provided by the company to Jiuwu environmental protection, the holding subsidiary. The verification and opinions of the recommendation institution are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) issuing shares to specific objects (zjxk [2021] No. 4072) issued by China Securities Regulatory Commission, the company issued 3121212 shares to specific objects in a simple procedure, with an issue price of 33.00 yuan / share and a total raised capital of 10299999600 yuan, The recommendation institution will transfer the amount of 999999600 yuan after deducting the recommendation underwriting fee of 3 million yuan (including tax) to the special account for raised funds of the company. After deducting 329806529 yuan of various issuance expenses (excluding value-added tax), Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) the net amount of the raised funds is 9970193071 yuan. The above raised funds have been verified by Zhonghui Certified Public Accountants (special general partnership) and issued Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) capital verification report (Zhonghui Keyan [2022] No. 0018). After the raised funds were received, the company stored the raised funds in a special account, and signed a supervision agreement on the storage of the raised funds in a special account with the sponsor and the commercial bank storing the raised funds.
2、 Basic information of investment projects with raised funds
The net amount raised by the company in issuing shares to specific objects through simple procedures will be used for the following items:
Unit: Yuan
Project Name: amount of raised funds to be used
Salt lake lithium extraction pilot platform construction project 6500000000
Solid and hazardous waste Intelligent Cloud warehouse comprehensive service project 3470193071
Total 9970193071
One of the above-mentioned investment projects with raised funds, “solid and hazardous waste Intelligent Cloud warehouse integrated service project” (hereinafter referred to as “raised investment project” or “cloud warehouse project”) is implemented by Jiangsu JiuWu Environmental Protection Industry Development Co., Ltd., a holding subsidiary of the company.
3、 The use of raised funds to provide loans to holding subsidiaries for the implementation of raised investment projects
In order to ensure the smooth implementation of the raised investment project, the company plans to use the net fund raised by the “yuncang project” (RMB 3470193071) and its interest and financial income to provide loans to Jiuwu environmental protection in batches, which is specially used to promote the construction and implementation of the “yuncang project”, Relevant funds will be transferred from the special fund-raising account opened by Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) to the special fund-raising account opened by Jiuwu environmental protection.
The company will sign a loan contract with Jiuwu environmental protection. The loan interest rate shall not be lower than the benchmark bank loan interest rate in the same period. The loan period shall be from the date of actual loan to the date of completion of the implementation of the raised investment project. According to the actual needs of the raised investment project, Jiuwu environmental protection can repay all the principal and its corresponding interest to the company at one time according to its capital status within the loan period agreed in the loan contract, or repay all or part of the loan principal and its corresponding interest to the company in advance. It can be recycled for many times without exceeding the maximum loan limit. After the loan period expires, If no written objection is raised by both parties, the loan term can be automatically renewed.
The board of directors intends to authorize the chairman or his authorized person to sign the loan contract and fully handle the follow-up specific work of the above loan matters.
The company’s loan to Jiuwu environmental protection will not cause the implementation subject of the raised investment project to occupy the funds of the listed company free of charge or at an obviously low cost, and there is no infringement on the interests of the listed company.
4、 Basic information of the borrower
Company name: Jiangsu JiuWu Environmental Protection Industry Development Co., Ltd
Legal representative: Party Jianbing
Unified social credit code 91320191ma22d3c406
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Enterprise address: in plant E4, No. 9, yuexinyuan, Jiangbei new area, Nanjing
The registered capital is 10 million yuan
Date of establishment: September 7, 2020
Main business of providing environmental protection equipment and comprehensive sales services
Business situation Jiuwu environmental protection is a holding subsidiary of the company, and the company has control over it. The business situation is stable, the financial situation is controllable, and the performance risk is controllable.
The credit status does not belong to the dishonest executee
Project license: all kinds of project construction activities; Engineering cost consulting business; Construction engineering design; The specific operation of hazardous waste can only be carried out with the approval of the general operation Department, and the specific operation results of hazardous waste shall be subject to the approval of the relevant operation Department; Sales of special equipment for environmental protection; Manufacturing of special equipment for environmental protection; Municipal facilities management; Engineering management services; Intelligent water system development; Business scope and test development of engineering and technical research; Environmental protection consulting services; Sales of new membrane materials; Water environment pollution prevention and control services; Water pollution control; Air pollution control; Soil pollution control and remediation services; Solid waste treatment; Sales of special chemical products (excluding hazardous chemicals); Sales of chemical products (excluding licensed chemical products); Sales of industrial automatic control system devices; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Equity investment; Engage in investment activities with its own funds (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Relationship with the company Jiuwu environmental protection is a holding subsidiary jointly invested by the company and related parties
The company made a profit in the previous fiscal year
Financial assistance provided by this object 0
condition
As of the date of issuance of this verification opinion, the company holds 95% shares of Jiuwu environmental protection and is the controlling shareholder of Jiuwu environmental protection. The equity structure of Jiuwu environmental protection is shown in the table below:
Shareholding ratio of shareholders
Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) 95%
Nanjing Tongchang New Material Research Institute Co., Ltd. 5%
Total 100%
The main financial data of Jiangsu JiuWu Environmental Protection Industry Development Co., Ltd. in the last year are as follows:
Unit: 10000 yuan
Project December 31, 2021
/Year 2021
Total assets 467.91
Net assets 467.86
Operating income 134.83
Net profit -38.31
Note: the financial data of 2021 listed in the above table have been prepared in accordance with the accounting standards for business enterprises and the company’s accounting policies and included in the company’s consolidated financial statements.
The consolidated financial statements have been audited by Zhonghui accountant and issued the standard unqualified audit report (Zhonghui kuaishan [2022] No. 0466).
5、 Basic information of other shareholders of the borrower, their relationship with the company and their performance of corresponding obligations according to the proportion of capital contribution
1. Basic information
Nanjing Tongchang New Material Research Institute Co., Ltd. (hereinafter referred to as “Nanjing Tongchang”) holds 5% shares of Jiuwu environmental protection and is the only shareholder of Jiuwu environmental protection except the company. The basic information of Nanjing Tongchang is as follows:
Company name: Nanjing Tongchang New Material Research Institute Co., Ltd
Legal representative: Peng Wenbo
Unified social credit code 91320191ma2229gp43
Enterprise type limited liability company
Address: No. 9, xinyueyuan, Jiangbei new area, Nanjing
The registered capital is 10 million yuan
Date of establishment: July 23, 2020
Licensed projects: various engineering construction activities (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results) general projects: new material technology promotion services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Engineering and technical research and test development; Research and development of resource recycling technology; Special equipment manufacturing (excluding licensed professional equipment manufacturing); Special business scope: equipment repair; Environmental protection monitoring; Biomass energy technology services; Municipal facilities management; Intelligent water system development; Manufacturing of special equipment for environmental protection; Water conservancy related consulting services; Manufacturing of ecological environment monitoring and testing instruments; Sales of ecological environment monitoring and testing instruments; Environmental protection consulting services; Water environment pollution prevention and control services; Water pollution control; Soil pollution control and remediation services (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
The equity structure of Nanjing Tongchang is shown in the table below:
