Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Xinjiang Zhongtai Chenical Co.Ltd(002092)
The verification opinions on permanently supplementing the working capital with the surplus raised capital of the raised investment project shall be in accordance with the provisions of relevant normative documents such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised capital of listed companies, and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, As an independent financial consultant for Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as " Xinjiang Zhongtai Chenical Co.Ltd(002092) " or "the company") to issue shares to purchase assets, Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. (hereinafter referred to as "Oriental Investment Bank" or "independent financial consultant") has carefully and prudently verified the company's use of surplus raised funds to permanently supplement working capital. The details of verification are as follows:
1、 Basic information of raised supporting funds
The 31st session of the 5th board of directors and the 12th extraordinary general meeting of shareholders in 2015 deliberated and approved the issue of shares issued by the company to purchase assets and raise supporting funds. The company submitted to Zhejiang Fulida Co., Ltd., Xinjiang Zhongtai (Group) Co., Ltd., Xinjiang Taichang practical Co., Ltd Xinjiang Fuda Investment Guarantee Co., Ltd. issued shares to purchase the 54% equity of Xinjiang Fuda Fiber Co., Ltd. held by it, and issued shares to Hangzhou Jinfeng Textile Co., Ltd., Hangzhou Kangyuan Investment Management Co., Ltd. and Hangzhou YONGGU Auto Parts Co., Ltd. to purchase the 49% equity of Bazhou Jinfu special yarn Co., Ltd, Issue shares to Xinjiang Zhongtai (Group) Co., Ltd., Xiamen century Baolun Investment Co., Ltd., Xinjiang Jiuzhou Hengchang Logistics Co., Ltd., Urumqi xinhuixin Chemical Co., Ltd., Xinjiang Xinhe Jufeng Investment Co., Ltd., Liu Jinguo and Xinjiang Zhenkun Logistics Co., Ltd. to purchase 100% equity of Xinjiang Lantian petrochemical logistics Co., Ltd, It also issued shares to no more than 10 specific investors to raise matching funds of 2760 million yuan for the project construction, supplementary working capital and repayment of bank loans of the above three target companies.
The specific purposes of the raised matching funds are as follows:
Unit: 10000 yuan
Project name planned investment amount supporting funds raised this time
Proposed investment amount
Phase II of 1.3 million spindles project of Jinfu yarn industry 108341.0085780.59
Project name planned investment amount supporting funds raised this time
Proposed investment amount
200000 spindles project of Jinfu yarn industry 46660.0046483.84
Xinjiang Fulida 90000 T / a green pulping project 28618.0027947.96
Blue sky logistics information platform construction project 18000.0017744.75
Supplement blue sky logistics working capital 18000.0018000.00
Repay Xinjiang Zhongtai Chenical Co.Ltd(002092) bank loan 80042.8680042.86
Total 299661.86276000.00
2、 Availability and use of raised funds
The number of non-public offerings of the supporting funds raised this time is 377049180 shares, the issue price is 7.32 yuan / share, the total amount of funds raised is 27599997.60 yuan, after deducting the issue expenses of 86414210.48 yuan, the actual net amount of funds raised is 2673585787.12 yuan. The availability of the above raised funds has been verified by Ruihua Certified Public Accountants (special general partnership) and a capital verification report (rhyz [2016] No. 01740006) has been issued. On August 15, 2018, the company held the 22nd Meeting of the 6th board of directors, deliberated and approved the proposal of Xinjiang Lantian petrochemical logistics Co., Ltd. to adjust the construction content of investment projects with raised funds and permanently supplement the remaining raised funds with working capital. According to the network situation and actual business development needs of Xinjiang, The company optimized and improved the construction content of the blue sky logistics information platform construction project, continued to invest 85.38 million yuan for development and construction, and permanently supplemented the remaining 82.3782 million yuan (including interest income) with working capital.
The blue sky logistics information platform construction project has been completed in 2021. As of the signing date of this verification opinion, the blue sky logistics fund-raising project has invested a total of 67.2333 million yuan, with a savings of 28.2563 million yuan, including the project contract balance, quality assurance deposit and interest to be paid.
In order to improve the use efficiency of the raised funds, the company plans to permanently supplement the working capital with the surplus fund of 28.2563 million yuan of the blue sky logistics raised investment project (the specific amount shall be subject to the bank interest settlement balance on the day of fund transfer out).
After the surplus raised funds are transferred out, the special account will no longer be used, and the company will go through the account cancellation procedures. After the cancellation of the special account, the relevant tripartite supervision agreement on raised funds signed by the company with the independent financial adviser and the special account opening bank shall be terminated accordingly.
3、 Reasons for savings of raised funds
Blue sky logistics shall use the raised funds carefully in strict accordance with the relevant provisions on the use of raised funds, based on the principle of rationality and effectiveness, and use the raised funds scientifically and prudently based on the actual needs of the project. During the construction of the raised investment project, blue sky logistics adjusted some modules of the project according to the actual situation, reducing the project investment. At present, part of the contract balance and quality assurance fund of the raised investment project have not been paid. After the raised funds permanently supplement the working capital, blue sky logistics will continue to pay the relevant funds with its own funds in accordance with the relevant project contracts. At the same time, certain interest income was generated during the deposit of the raised funds, saving part of the raised funds.
4、 Necessity and rationality of permanent replenishment of working capital
In order to improve the use efficiency of funds, reduce financial expenses and improve the operating efficiency of the company, In accordance with the relevant provisions on the management of raised funds, such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, 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 company's measures for the management of raised funds, The company decided to use the surplus funds raised by blue sky logistics for permanent replenishment of working capital.
According to the relevant provisions on the management of raised funds in the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the company meets the conditions for using the surplus raised funds for permanent replenishment of working capital. The company has not made securities investment or other high-risk investment in the last 12 months, and promises not to make venture investment or provide financial assistance to objects other than holding subsidiaries within 12 months after using the surplus raised funds to permanently supplement the working capital.
5、 Impact of permanent replenishment of working capital on the company
The company uses the surplus raised funds of blue sky logistics to permanently supplement the working capital, which can improve the use efficiency of the company's raised funds, reduce financial expenses, support business development and development, optimize the asset structure, alleviate the pressure of the company's short-term working capital, and will not have a significant impact on the operation of the company and blue sky material flow.
6、 Decision making procedure for permanent replenishment of working capital
On December 30, 2021, the company held the 33rd meeting of the 7th board of directors and the 30th meeting of the 7th board of supervisors, deliberated and passed the proposal on the use of surplus raised funds by wholly-owned subsidiaries to permanently supplement working capital, and agreed that Lantian logistics would permanently supplement working capital with surplus raised funds. The independent directors and the board of supervisors of the company expressed their consent to the proposal.
7、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that:
Xinjiang Zhongtai Chenical Co.Ltd(002092) the 33rd meeting of the seventh board of directors deliberated and adopted the proposal on permanent replenishment of working capital by wholly-owned subsidiaries using surplus raised funds, and agreed that Lantian logistics will permanently replenish working capital with surplus raised funds, which will be submitted to the Xinjiang Zhongtai Chenical Co.Ltd(002092) general meeting of shareholders for deliberation. All independent directors have expressed their independent opinions on the above matters, fulfilled the corresponding legal procedures, and met the requirements of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the company's measures for the management of raised funds.
In conclusion, Dongfang investment bank has no objection to Xinjiang Zhongtai Chenical Co.Ltd(002092) using the surplus raised funds to permanently supplement the working capital.
(there is no text on this page, which is the signature page of the verification opinions of Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. on Xinjiang Zhongtai Chenical Co.Ltd(002092) permanently supplementing the surplus raised funds of the raised investment project with working capital)
Sponsor representative:
Li Zheng, Cui Hongjun
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. December 30, 2021
