Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About Gcl System Integration Technology Co.Ltd(002506)
Verification opinions on temporarily replenishing working capital with some idle raised funds
Gcl System Integration Technology Co.Ltd(002506) (hereinafter referred to as ” Gcl System Integration Technology Co.Ltd(002506) ” and “the company”) held the 14th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors on March 10, 2022, deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital, The company plans to temporarily supplement working capital with idle raised funds of no more than RMB 350 million Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as the “recommendation institution”) as the recommendation institution of Gcl System Integration Technology Co.Ltd(002506) continuous supervision, issued the following verification opinions on relevant matters:
1、 Basic information of raised funds
With the approval of the reply on Gcl System Integration Technology Co.Ltd(002506) non-public Development Bank shares (zjxk [2020] No. 1763) issued by the China Securities Regulatory Commission, the company was approved to issue 773230764 RMB common shares (A shares), with an issue price of 3.25 yuan per share and a total raised capital of 251299998300 yuan. After deducting the issuance expenses, The net amount of raised funds is 249161790765 yuan. The availability of the above raised funds has been verified by Suya Jincheng Certified Public Accountants (special general partnership), and the capital verification report (Suya Yan [2021] No. 2) was issued on January 6, 2021.
The company has deposited the raised funds in the special account for raised funds opened for this issuance, and the company has signed the tripartite supervision agreement on raised funds with the sponsor and the commercial bank storing the raised funds to manage the deposit and use of the raised funds.
2、 Temporary replenishment of working capital and return of some idle raised funds used in the previous time
On March 12, 2021, the company held the second meeting of the Fifth Board of directors and the second meeting of the Fifth Board of supervisors, deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company should use no more than 350 million yuan of idle raised funds 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 of the company.
On March 9, 2022, all the raised funds of 350 million yuan for the above temporary supplementary working capital have been returned to the special account for raised funds of the company.
3、 Use of raised funds
As of March 9, 2022, the use of the company’s raised funds is shown in the following table:
Unit: 10000 yuan
Project name planned amount of raised funds accumulated amount of raised funds
Hefei Gcl System Integration Technology Co.Ltd(002506) 15gw photovoltaic module project 99988003325517
Leshan Gcl System Integration Technology Co.Ltd(002506) 10GW high efficiency TOPCON light 2316179-volt battery production base (phase I 5GW) project
Hefei Gcl System Integration Technology Co.Ltd(002506) 2.5gw laminated tile assembly project 12.00 12.00
Large size recycled wafer semiconductor project —
Supplementary working capital 126000
The total amount of raised funds is 24916179 and 15926717
As of March 9, 2022, the statement of the special account for raised funds shows that the balance of the company’s special storage account for raised funds is 4198854 million yuan (including the net amount of accumulated bank deposit interest received minus bank handling charges), and the company uses the raised funds to purchase 482 million yuan of bank financial management, with a total unused raised funds balance of 9018854 million yuan.
4、 The plan of temporarily replenishing working capital by using some idle raised funds this time
With the gradual expansion of Hefei component base real estate, the working capital demand of the company in daily production and operation is also increasing; At the same time, according to the fund use plan and project construction progress of the project invested by the raised funds, it is expected that some of the raised funds will be temporarily idle for a certain period of time. On the premise of ensuring that the construction progress of the investment projects invested by the raised funds will not be affected, in order to improve the use efficiency of the raised funds, reduce the financial cost of the company and meet the working capital needs of the company, in line with the principle of maximizing the interests of the company and shareholders, the company decided to use the idle raised funds of no more than RMB 350 million to temporarily supplement the working capital, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company, and shall be returned to the special account for raised funds before expiration. The use of idle raised funds to temporarily supplement working capital is expected to save financial expenses of about 17.5 million yuan.
The use of some idle raised funds to temporarily supplement working capital does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the investment project with raised funds, and does not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders. During the service life, if the implementation progress of the raised investment project exceeds the current expectation due to the actual development needs, the company will return the part of the raised funds temporarily used to supplement the working capital in time to ensure that the normal implementation of the raised investment project will not be affected.
5、 Relevant commitments of the company
For production, operation and use, the company promises:
(I) the use of some idle raised funds to temporarily supplement the working capital will not change or change the purpose of the raised funds in a disguised form, and will not affect the normal progress of the investment plan of the raised funds;
(II) if the construction progress of the project invested with raised funds is accelerated, the company will return the raised funds supplemented with working capital to the special account of raised funds in time according to the actual needs, so as not to affect the normal progress of the project invested with raised funds; (III) return the funds to the special account for raised funds before the due date of this supplementary working capital; (IV) do not use idle raised funds to directly or indirectly invest in securities investment, derivatives trading and other high-risk investments.
6、 Review procedure
On March 10, 2022, the 14th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors held by the company deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital, and the independent directors and the board of supervisors of the company expressed their consent.
(I) opinions of independent directors
The company uses some idle raised funds to temporarily supplement the company’s working capital, which is conducive to improving the use efficiency of raised funds and reducing the company’s financial expenses, which is in line with the interests of all shareholders of the company. The company’s temporary replenishment of working capital with some idle raised funds 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 guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange, and the company’s management system for raised funds; It does not conflict with the implementation plan of the raised funds project, and does not affect the normal progress of the raised funds project, nor does it change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders. The funds raised from the temporary replenishment of working capital will be used for production and operation related to the main business, and no venture capital such as securities investment will be made. The convening, convening and voting procedures and methods of this meeting of the board of directors comply with the provisions of relevant laws, regulations and the articles of association. The independent directors agree that the company will use no more than 350 million yuan of idle raised funds to temporarily supplement working capital for a period of no more than 12 months, and return it to the special account for raised funds before expiration.
(II) opinions of the board of supervisors
The board of supervisors believes that the company’s use of idle raised funds to temporarily supplement working capital this time complies with the relevant provisions of the CSRC, such as 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 guidelines for the self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, It does not conflict with the implementation plan of the company’s investment projects with raised funds, does not affect the development of investment projects with raised funds, nor does it change the investment direction of raised funds in a disguised manner and damage the interests of shareholders. The board of supervisors of the company agrees that the company shall use idle raised funds of no more than 350 million yuan 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, and shall be returned to the special account for raised funds before expiration.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of 350 million yuan of idle raised funds to temporarily supplement working capital has been deliberated and approved by the board of directors and the board of supervisors, and the independent directors have expressed their consent and fulfilled the necessary approval procedures. The planned use time of the company’s current replenishment of working capital does not exceed 12 months. The company has promised that the use of the raised capital will not affect the normal progress of the investment projects of the raised capital. The use of idle raised capital to temporarily replenish working capital is limited to the production, operation and use related to the main business, and there is no change or disguised change in the investment direction of the raised capital. The company’s use of some idle raised funds to temporarily supplement working capital meets 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, and the guidelines for the self-discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange. The sponsor has no objection to the company’s use of 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 the verification opinions of Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. on Gcl System Integration Technology Co.Ltd(002506) using some idle raised funds to temporarily supplement working capital) recommendation representative:
Hou Haitao, Xu Yafen
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. mm / DD / yyyy
