Guoyuan Securities Company Limited(000728)
About Sinomag Technology Co.Ltd(300835)
Verification opinions on the settlement of investment projects with raised funds and the permanent supplement of surplus raised funds to working capital
Guoyuan Securities Company Limited(000728) (hereinafter referred to as ” Guoyuan Securities Company Limited(000728) ” or “sponsor”) as a sponsor of Sinomag Technology Co.Ltd(300835) (hereinafter referred to as ” Sinomag Technology Co.Ltd(300835) ” or “company”) for initial public offering of shares and listing on GEM, in accordance with the measures for the Administration of securities issuance and listing sponsor business and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange Relevant laws and regulations of Shenzhen Stock Exchange No. 2 on the regulatory requirements and use of funds of listed companies listed on the gem, The closing of the company’s investment projects with the raised funds and the permanent supplement of the surplus raised funds to the working capital have been carefully verified. The details are as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Sinomag Technology Co.Ltd(300835) initial public offering of shares (zjxk [2020] No. 742) issued by China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, the company publicly issued 17.67 million RMB common shares (A shares) at an issue price of RMB 20.00 per share, raising a total of RMB 353.4 million, After deducting the underwriting and recommendation expenses of 472006 million yuan (excluding value-added tax), the raised funds were 3061994 million yuan. In addition, after deducting the online issuance fee, prospectus printing fee, reporting accountant fee, lawyer fee and other new external expenses directly related to the issuance of equity securities of 267434 million yuan (excluding value-added tax), the net amount of funds raised by the company this time is 279456 million yuan. The raised funds have been transferred to the special account for raised funds of the company on May 20, 2020. Tianjian Certified Public Accountants (special general partnership) verified the availability of the raised funds and issued the capital verification report (tjy [2020] No. 1-88). The company has set up special accounts to manage the raised funds in accordance with the relevant provisions of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and the guidelines on supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies.
After deducting the issuance expenses, the raised funds of the company shall be used for the following items:
No. project name total investment (10000 yuan) investment amount of proposed raised funds (10000 yuan)
1. Annual output of 8000 tons of high-performance permanent magnet 18413601794560
Ferrite wet pressed magnetic tile project
2. Supplementary working capital 10 Ping An Bank Co.Ltd(000001) 000000
Total 28413602794560
2、 Storage, management and use of raised funds
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and Shenzhen Securities
Listing Rules of gem shares of the exchange (revised in December 2020) (SZS [2020] No. 1292)
And Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies
(SZS [2022] No. 14) and other relevant laws, regulations and normative documents
The measures for the administration of Sinomag Technology Co.Ltd(300835) raised funds (hereinafter referred to as
“Measures for the administration of raised funds”). According to the above provisions, the company has adopted a special account for the raised funds
Deposit system. After the raised funds are received, they have been deposited in the special account for raised funds and have been communicated with the sponsor
The commercial banks that deposit the raised funds have signed the supervision agreement on the raised funds. Regulatory agreement and Shenzhen Securities Exchange
There is no significant difference in the three-party regulatory agreement model, and the company has strictly followed it when using the raised funds
perform.
The company has four special accounts for raising funds through initial public offering, which are established, stored and
The usage is as follows:
Deposit bank account name special account account number initial deposit amount balance fund purpose
Industrial Bank Co.Ltd(601166) Co., Ltd. 499060100 high performance permanent magnet Co., Ltd. with an annual output of 8000 tons Hefei 1 Jiangsu Yoke Technology Co.Ltd(002409) 6817,9456 Shenzhen Fountain Corporation(000005) 154877275 ferrite wet pressed magnetic tile project branch Hefei Science and technology rural area
Commercial Bank Co., Ltd. 200 Tianqi Lithium Corporation(002466) 335000000000 has been closed
Lujiang 76660 Shenzhen Fountain Corporation(000005) 1 Co., Ltd
Sub branch supplementary working capital
Shanghai Pudong Development 5808007880
Bank Co., Ltd. 12 Shenzhen Zhenye(Group)Co.Ltd(000006) 515000000000 has been closed
Company Hefei Branch
Shanghai Pudong development Anhui Jinzhai general 5808007880 annual output of 8000 tons high performance permanent Bank Co., Ltd. Magnetic Industry Co., Ltd. 14 Shenzhen Zhenye(Group)Co.Ltd(000006) 500. Beijing Shiji Information Technology Co.Ltd(002153) 161294 ferrite wet pressed magnetic tile project company Hefei Branch
3、 Use and balance of raised funds
As of February 28, 2022, the company has an annual output of 8000 tons of high-performance permanent ferrite wet pressed magnetic tile
The capital construction of the project has been completed as planned.
The project promises to raise a total investment of 179456000 yuan,
The actual construction investment is 1104406 million yuan, including 100 million yuan of supplementary working capital and 730804 million yuan of surplus raised capital (including unpaid project balance, financial income, deposit interest, etc., and the final amount shall be subject to the bank interest settlement balance on the day of fund transfer out).
4、 Main reasons for savings of raised funds
During the implementation of the raised investment project, the company strictly abides by the relevant provisions on the use of the raised funds, uses the raised funds prudently and allocates resources reasonably based on the principle of economy and rationality, and saves part of the raised funds by strengthening the control and management of all links of fund use.
5、 Plan and arrangement for permanent replenishment of working capital with surplus raised funds
The company’s “8000 ton / year high-performance permanent ferrite wet pressed magnetic tile project” has been basically completed. In order to improve the utilization efficiency of funds, according to the Listing Rules of gem shares of Shenzhen Stock Exchange (revised in December 2020) and the self regulatory guidance No. 2 According to 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 company plans to permanently supplement the working capital with the surplus raised funds of 730804 million yuan (including the unpaid project balance, financial income, deposit interest, etc., and the final amount shall be subject to the bank interest settlement balance on the day of capital transfer out), For daily production and operation. After the surplus raised funds are transferred out, the above-mentioned special account for raised funds will no longer be used, and the company will go through the account cancellation procedures.
6、 Relevant approval and review procedures
1. Deliberations of the board of directors
The 14th meeting of the 5th board of directors of the company deliberated and approved the proposal on closing the investment projects with raised funds and permanently replenishing the working capital with the surplus raised funds, and agreed to close the project of “8000 tons of high-performance permanent ferrite wet pressed magnetic tile per year” and permanently replenish the working capital with the surplus raised funds.
2. Deliberation of the board of supervisors
The 10th meeting of the 5th board of supervisors of the company deliberated and approved the proposal on closing the investment projects with raised funds and permanently replenishing the working capital with the surplus raised funds. After verification, the board of supervisors held that the company’s “project with an annual output of 8000 tons of high-performance permanent ferrite wet pressed magnetic tile” has been basically completed, The company’s permanent replenishment of working capital from the surplus raised funds of the project complies with the provisions of relevant laws and regulations such as listing rules, self regulatory guidelines No. 2 and regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, which is conducive to improving the efficiency of the use of funds of the company, There is no case of changing the investment direction of the raised funds in a disguised form or damaging the interests of the company and minority shareholders.
3. Opinions of independent directors
The company has concluded the project of “8000 T / a high-performance permanent ferrite wet pressed magnetic tile project” and permanently supplemented the surplus raised funds with working capital, which is in line with the actual situation of the company’s development and has fulfilled the necessary examination and approval procedures. The contents and deliberation procedures are in line with the listing rules, self regulatory guidelines No. 2, the company’s measures for the management of raised funds and other relevant documents, Legal and valid; It is conducive to improving the use efficiency of the raised funds, reducing the financial cost, and will not have an adverse impact on the normal operation of the company. There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of the shareholders of the company, especially the rights and interests of minority shareholders. Therefore, we agree to the closing of the company’s investment projects with raised funds, and permanently supplement the working capital with the surplus raised funds.
4. Verification opinions of the recommendation institution
After verification, the sponsor believes that the closing of the company’s investment projects with raised funds and the permanent supplement of the surplus raised funds to the working capital have been deliberated and approved at the 14th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors. The independent directors of the company have expressed their independent opinions with explicit consent and fulfilled the necessary decision-making procedures. The closing of the company’s investment projects with raised funds and the permanent replenishment of working capital with the surplus raised funds can be implemented only after being deliberated and approved by the general meeting of shareholders. The above-mentioned acts and matters do not change the purpose of the raised funds in a disguised manner and damage the interests of shareholders, and comply with the provisions of the listing rules, the self regulatory guidance No. 2 of Shenzhen Stock Exchange, the regulatory guidance No. 2 of listed companies – regulatory requirements for the management and use of the raised funds of listed companies, as well as the laws, regulations and normative documents related to the use of the raised funds.
If the fund raised by the sponsor for this project has no objection to the permanent fund-raising of the company. (no text below)
(there is no text on this page, which is the signature page of Guoyuan Securities Company Limited(000728) verification opinions on the closing of Sinomag Technology Co.Ltd(300835) raised capital investment project and permanently replenishing the surplus raised capital with working capital) sponsor representative:
Tao chuanbiao, Liu Yunxiao
Guoyuan Securities Company Limited(000728) mm / DD / yyyy
