Huatai United Securities Co., Ltd
About Cngr Advanced Material Co.Ltd(300919)
Verification opinions on using some idle raised funds for cash management
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" and "sponsor") as the sponsor of Cngr Advanced Material Co.Ltd(300919) (hereinafter referred to as " Cngr Advanced Material Co.Ltd(300919) " and "company") for initial public offering of shares, listing on GEM and issuing shares to specific objects in 2021, in accordance with the administrative measures for securities issuance and listing sponsor business Guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, rules for the listing of stocks on the gem of Shenzhen Stock Exchange, guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other relevant provisions have verified the company's plans to use some idle raised funds for cash management, and issued the following verification opinions:
1、 Basic information of raised funds
(I) IPO raised funds
With the approval of registration of Cngr Advanced Material Co.Ltd(300919) initial public offering (zjxk [2020] No. 3184) issued by China Securities Regulatory Commission, the company issued 56970000 ordinary shares (A shares) in RMB for the first time, with a par value of 1 yuan per share, an issue price of 24.60 yuan per share and a total raised capital of 140146200000 yuan, After deducting the issuance expenses of 12680845283 yuan (excluding the deductible input VAT of 760850717 yuan), the net amount of raised funds is 127465354717 yuan. Tianzhi International Certified Public Accountants (special general partnership) verified the availability of funds for the company's initial public offering of shares on December 17, 2020, and issued the capital verification report (Tianzhi Zi [2020] No. 41364). The company has adopted a special account for the raised funds and signed the tripartite supervision agreement on raised funds with the deposit bank and the recommendation institution.
(II) raising funds by issuing shares to specific objects in 2021
The application for registration of the company to raise funds by issuing shares to specific objects is approved by the China Securities Regulatory Commission with the approval of zjxk [2021] No. 3319 document. According to the issuance results, the final issuance target is 22, the issuance price is 138.8 yuan / share, the number of shares issued is 36023053 shares, the total amount of funds raised is 49999975640 yuan, after deducting the relevant issuance expenses excluding tax of 4694965005 yuan, the net amount of funds raised is 495305010635 yuan. The availability of the raised funds was verified and confirmed by the capital verification report (tzyz [2021] No. 43546) issued by Tianzhi International Certified Public Accountants (special general partnership) on November 17, 2021. The company has adopted a special account for the raised funds and signed the tripartite supervision agreement on raised funds with the deposit bank and the recommendation institution.
2、 Use of raised funds
(I) IPO raised funds
According to the prospectus of Cngr Advanced Material Co.Ltd(300919) initial public offering and listing on GEM, the funds raised by the company will be used for the following investment projects:
Unit: 10000 yuan
No. project name total investment amount proposed to use raised funds
1 high performance power lithium ion battery ternary cathode material precursor 1287320612617206 western base project
2. Supplementary working capital project 40 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 000000
Total 1687320616617206
Note: the proposed 1661720600 yuan of raised funds in the above table is the original calculation, and the actual net amount of raised funds is 1274653500 yuan.
As of February 28, 2022, 87800134443 yuan of the company's IPO raised funds had been used, and the balance of raised funds was 40348113557 yuan (including 682893283 yuan of interest income deducting handling fees), all of which were deposited in the special account for raised funds.
(II) issue funds to specific objects in 2021
According to the purpose of the raised funds disclosed in the prospectus for the company to issue shares to specific objects and list on the gem, the investment projects of the company's raised funds and the use plan of the raised funds are as follows:
Unit: 10000 yuan
No. project name total investment amount proposed to use raised funds
1 Guangxi Zhongwei New Energy Technology Co., Ltd. Beibu Gulf Industrial Base 5990 China Tianying Inc(000035) 000000 Di Sanyuan project phase I
2. Supplement working capital 150 Ping An Bank Co.Ltd(000001) 5000000
Total 749 Shenzhen Fountain Corporation(000005) 0000000
Note: the proposed 500 million yuan of raised funds in the above table is the original calculation, and the actual net amount of raised funds is 4954079200 yuan.
As of February 28, 2022, the company has used 370067521874 yuan to raise funds by issuing shares to specific objects in 2021, and the balance of raised funds is 125421715143 yuan (including 81321977 yuan of interest income deducting handling charges), all of which are deposited in the special account for raised funds.
3、 Basic information of cash management using idle raised funds this time
(I) management purpose
In order to improve the use efficiency of the company's funds, without affecting the construction of investment projects with raised funds and the normal operation of the company, the company and its wholly-owned subsidiaries plan to make rational use of some temporarily idle raised funds for cash management, in order to increase capital income and obtain more returns for the company and shareholders.
(II) products to be invested
The company and its wholly-owned subsidiaries will strictly control risks and strictly evaluate investment products in accordance with relevant regulations. The investment products of idle raised funds must meet: (1) high safety and meet the requirements of capital preservation; (2) Good liquidity, which will not affect the normal progress of the investment project with raised funds. The products to be invested include principal guaranteed products such as structured deposits, time deposits or large certificates of deposit with a term of no more than 12 months.
The above structural deposits, time deposits or certificates of deposit shall not be used for pledge, and the special settlement account for products shall not deposit non raised funds or be used for other purposes.
(III) amount and term
The company and its wholly-owned subsidiaries intend to use idle raised funds of no more than 150 million yuan (including this amount) for cash management, and the maximum term of a single investment product shall not exceed 12 months. The authorization period shall be valid within one year from the date of deliberation and approval by the board of directors of the company. Within the above limit and authorization period, the funds can be recycled and used on a rolling basis.
(IV) implementation mode
Within the limit, the company's management is authorized to exercise relevant investment decision-making power and sign relevant documents, which shall be organized and implemented by the company's financial department.
4、 Investment risk and control measures
(I) investment risk analysis
1. Although the objects of cash management of idle raised funds are investment products such as structural deposits, time deposits or large certificates of deposit with high security and good liquidity, the financial market is greatly affected by the macro-economy, and it is not ruled out that the investment may be affected by market fluctuations.
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable.
3. Operation and monitoring risks of relevant staff.
(II) risk control measures
1. The company and its wholly-owned subsidiaries shall establish and improve the approval and implementation procedures for the purchase of relevant investment products in accordance with the principle of separation of decision-making, implementation and supervision functions, effectively carry out and standardize the purchase of relevant investment products, and ensure the safety of funds.
2. When the company and its wholly-owned subsidiaries conduct cash management, they will choose investment products of commercial banks with good liquidity, high security and meeting the capital preservation requirements, with a term of no more than 12 months, and clarify the amount, term, investment varieties, rights, obligations and legal liabilities of both parties.
3. The relevant personnel of the company's financial department will analyze and track the changes in the net value of products in real time. If the evaluation finds that there are risk factors that may affect the company's capital safety, adverse changes in profitability, losses of investment products that are inconsistent with the situation at the time of purchase, they will take corresponding measures in time to control investment risks.
4. The internal audit department of the company conducts a comprehensive inspection of the products from time to time, and reasonably predicts the possible risks and benefits of various investments according to the principle of prudence.
5. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
6. The company will timely fulfill the obligation of information disclosure in accordance with the requirements of relevant laws and regulations such as the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM.
5、 Impact on the daily operation of the company
Based on the principles of standardized operation, risk prevention, prudent investment, value preservation and appreciation, the company uses the temporarily idle raised funds to purchase capital guaranteed structured deposits, time deposits or large certificates of deposit and other investment products with high safety and liquidity, which is implemented on the premise of ensuring the normal operation of the company's raised investment projects and capital safety, It does not affect the normal capital turnover needs of the company's raised investment projects, which is conducive to improving the efficiency of the company's capital use and obtaining a certain return on investment for the company and shareholders.
6、 Approval procedures to be performed
(I) opinions of the board of directors
On March 14, 2022, the company held the 27th meeting of the first board of directors, deliberated and approved the proposal on using some idle raised funds for cash management, and agreed that on the premise of ensuring that the investment projects of raised funds and the normal operation of the company are not affected and the risks are effectively controlled, The company and its wholly-owned subsidiaries use idle raised funds with an amount of no more than 150 million yuan (including principal) for cash management to invest in investment products with high security, good liquidity and meeting the capital preservation requirements, including but not limited to capital preservation products such as structured deposits, time deposits or large certificates of deposit. The maximum term of a single investment shall not exceed 12 months.
The authorization shall be valid within 12 months from the date of deliberation and approval by the board of directors of the company. Within the above limit and authorization period, the funds can be recycled and used on a rolling basis. The financial department of the company is responsible for signing and implementing the relevant decision-making documents within the specific scope of the company.
(II) opinions of the board of supervisors
On March 14, 2022, the company held the 15th meeting of the first board of supervisors, deliberated and approved the proposal on using some idle raised funds for cash management, and agreed that under the premise of ensuring that the investment projects of raised funds and the normal operation of the company will not be affected and the risks will be effectively controlled, The company and its wholly-owned subsidiaries use idle raised funds with an amount of no more than 150 million yuan (including principal) for cash management to invest in investment products with high security, good liquidity and meeting the capital preservation requirements, including but not limited to capital preservation products such as structured deposits, time deposits or large certificates of deposit. The maximum term of a single investment shall not exceed 12 months. The authorization shall be valid within 12 months from the date of deliberation and approval by the board of directors of the company. Within the above limit and authorization period, the funds can be recycled and used on a rolling basis.
(III) opinions of independent directors
After verification, the independent directors agreed that the company and its wholly-owned subsidiaries used the idle raised funds of no more than 150 million yuan for cash management, which can be used on a rolling basis within 12 months from the date of deliberation and approval by the board of directors, The contents and deliberation procedures of the proposal comply with the relevant provisions of the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, which is conducive to improving the efficiency of the use of raised funds and obtaining a certain return of funds, and there is no harm to the interests of all shareholders.
Therefore, the independent directors unanimously agreed that the company and its wholly-owned subsidiaries use idle raised funds of no more than RMB 150 million for cash management.
7、 Verification opinions of the recommendation institution
After verification, the sponsor Huatai United Securities believes that:
The company and its wholly-owned subsidiaries have used some temporarily idle raised funds for cash management, which has been deliberated and adopted at the 27th meeting of the first board of directors and the 15th meeting of the first board of supervisors, and the independent directors have expressed their consent, performed the necessary legal procedures and complied with the provisions of relevant laws, regulations and exchange rules. The company's use of some idle raised funds for cash management complies with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business Guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No
