China Greatwall Securities Co.Ltd(002939)
About Anhui Tatfook Technology Co.Ltd(300134) (Anhui) Co., Ltd
Use the balance of some raised investment projects to permanently supplement the working capital
Verification opinions
China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as " China Greatwall Securities Co.Ltd(002939) " or "sponsor") as the sponsor of non-public offering of shares of Anhui Tatfook Technology Co.Ltd(300134) (Anhui) Co., Ltd. (hereinafter referred to as " Anhui Tatfook Technology Co.Ltd(300134) " and "the company") in 2016, in accordance with the administrative measures for recommendation business of securities issuance and listing and the Listing Rules of gem shares of Shenzhen Stock Exchange Relevant provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, Carefully checked the matters related to Anhui Tatfook Technology Co.Ltd(300134) using the balance of some raised investment projects to permanently supplement the working capital, and issued the following verification opinions:
1、 Basic information of raised funds
With the approval of the reply on Approving the non-public offering of shares by Shenzhen Anhui Tatfook Technology Co.Ltd(300134) Co., Ltd. (zjxk [2016] No. 871 document of China Securities Regulatory Commission, and with the consent of Shenzhen Stock Exchange, the company's lead underwriter China Greatwall Securities Co.Ltd(002939) issued 114698 million RMB common shares (A shares) to the inquiry object by offline placement, The par value of each share is RMB 1.00, and the issue price of each share is RMB 30.63. On September 29, 2016, the total amount of funds raised by the company was 351319900 yuan, and the funds raised after deducting the expenses related to the issuance of 631999 million yuan was 3450 million yuan, which was remitted to the company's raised funds supervision account by the lead underwriter China Greatwall Securities Co.Ltd(002939) on September 29, 2016. The receipt of the above raised funds has been verified by Ruihua Certified Public Accountants (special general partnership) and a capital verification report (rhyz [2016] No. 48270008) has been issued.
The net amount of non-public raised funds is proposed to be invested in the following projects:
No. project name: proposed raised funds (10000 yuan)
1 flexible OLED display module industrialization project 15650000
2 USB3. 1 type-C connector expansion project 8400000
3. Precision metal structure expansion project 5450000
4. Supplementary working capital project 5000000
Total 34500000
2、 Use and balance of raised funds
After the raised funds are in place, the company will prudently and steadily promote the investment and construction of raised investment projects according to the feasibility study report of the previous raised funds and in combination with the industry development and supply and demand. At the same time, the company has made some adjustments and changes to the raised investment projects according to the actual situation of the industry and projects, as follows:
The 24th Meeting of the third board of directors held on February 12, 2018 and the second extraordinary general meeting of shareholders held on February 28, 2018 considered and approved the proposal on terminating some investment projects with raised funds and using the balance funds to repay bank loans and permanently supplement working capital, The company terminated the industrialization project of flexible OLED display module and used RMB 1035 million of the remaining funds to repay bank loans and permanently supplement the working capital of listed companies.
The 22nd Meeting of the Fourth Board of directors held on November 16, 2021 and the fourth extraordinary general meeting of shareholders held on December 3, 2021 considered and approved the proposal on changing the purpose of raised funds and the proposal on foreign investment and related party transactions. The company changed usb3 1. The purpose of the fund raised by the type-C connector expansion project is to acquire part of the equity of Shenzhen rationian Zhizao Equipment Co., Ltd. (hereinafter referred to as "rationian Zhizao"), and the actual investment (including transaction handling fee) in acquiring part of the equity of rationian Zhizao is RMB Changchun Gas Co.Ltd(600333) 8 million.
As of February 28, 2022, the use plan and use of the raised funds for investment projects are as follows:
Unit: 10000 yuan
Preface project name proposed to invest in raised funds already invested in raised funds to supplement working capital acquisition with Tianzhi balance raised funds No. gold making gold
Flexible OLED display module
Group 1 industrialization project 1565 Guizhou Qianyuan Power Co.Ltd(002039) 103500 / 61269
USB3. 1 type-C connection
2. Equipment expansion project 840003229 / Changchun Gas Co.Ltd(600333) 3290
Expansion of precision metal structure
3. Production project 5450048335 / / 9107
4. Supplementary working capital project 5 Tianma Microelectronics Co.Ltd(000050) 080 //
Total 34500010368310350060033 103666
Note: the above-mentioned funds do not include interest income except the funds to be invested and raised, and others include interest income.
3、 The specific conditions, rationality and necessity of permanent replenishment of working capital with the balance raised funds
(I) details of permanent replenishment of working capital by the balance raised funds
As of February 28, 2022, the balance of funds raised by the company's previous non-public offering of shares was about 103666 million yuan. The precision metal structure expansion project of the previous non-public offering is in progress in an orderly manner, including the industrialization project of flexible OLED display module and usb3 1. The investment of type-C connector expansion projects has been terminated. USB3. 1. The total investment of type-C connector expansion project is 840 million yuan. As of February 28, 2022, 32.29 million yuan has been invested, and the actual investment (including transaction handling fee) in the acquisition of part of the equity of Peitian Zhizao is 600.33 million yuan. As of February 28, 2022, usb3 1. The balance fund balance (including interest income) of type-C connector expansion project is about 332.9 million yuan, and the balance fund balance (including interest income) of flexible OLED display module industrialization project is 612.69 million yuan.
The company plans to transfer the surplus fund (including interest income) of the above flexible OLED display module industrialization project to USD 3.3 million The surplus fund of 1 type-C connector expansion project is 182.9 million yuan, with a total of about 795.59 million yuan (the estimated surplus funds of flexible OLED display module industrialization project and usb3.1 type-C connector expansion project are 0 million yuan and 150 million yuan respectively. The permanent supplementary working capital is finally subject to the bank interest settlement balance on the day of capital transfer out).
(II) rationality and necessity of permanent replenishment of working capital with the balance raised funds
Flexible OLED display module industrialization project, usb3 1. The investment of type-C connector expansion projects has been terminated. See the reasons for the termination of investment in the industrialization project of flexible OLED display module in 2018
February 13 Announcement of Shenzhen Anhui Tatfook Technology Co.Ltd(300134) Co., Ltd. on terminating some investment projects with raised funds and using the remaining funds to repay bank loans and permanently supplement working capital disclosed on February 27 (Announcement No.: 2018024) Supplementary announcement of Shenzhen Anhui Tatfook Technology Co.Ltd(300134) Co., Ltd. on terminating some investment projects with raised funds and using the remaining funds to repay bank loans and permanently supplement working capital (Announcement No.: 2018028). USB3. 1. For the reasons for terminating the investment of type-C connector expansion project, see the announcement of Anhui Tatfook Technology Co.Ltd(300134) (Anhui) Co., Ltd. on changing the purpose of raised funds (Announcement No.: 2021079) disclosed by the company on November 18, 2021.
The company belongs to the communication equipment industry. The bargaining power of downstream major customers is strong. The method of customer installment settlement takes up a lot of funds of the company for a long time, resulting in high inventory and accounts receivable balance and low turnover rate. At the same time, the company's raw materials are mainly precious metals such as aluminum, silver and copper. The accounting period provided by the supplier is shorter than that of the customer. In order to meet the needs of the company's main business development, reduce the pressure of working capital, expand market share and enhance the company's market competitiveness, the company needs sufficient working capital to support it.
The permanent replenishment of the above-mentioned part of the balance raised funds and interest to the working capital is conducive to improving the use efficiency of the raised funds and meeting the actual business needs of the company. It will not have a significant adverse impact on the normal operation of the company and is in line with the interests of all shareholders. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders in disguise.
Anhui Tatfook Technology Co.Ltd(300134) has publicly promised not to make high-risk investments such as securities investment and derivatives trading and provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital.
4、 Review procedures performed by the company
The company has held the 24th Meeting of the 4th board of directors and the 18th meeting of the 4th board of supervisors, deliberated and adopted the proposal on permanently replenishing the surplus raised funds into working capital, agreed to the company's permanent replenishment of the above surplus raised funds, and the independent directors of the company expressed their independent opinions on this matter. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 Verification opinions of the recommendation institution
Upon verification, China Greatwall Securities Co.Ltd(002939) believes that:
Anhui Tatfook Technology Co.Ltd(300134) this time, the matters related to the permanent replenishment of working capital from the balance of some raised investment projects have been deliberated and approved by the board of directors and the board of supervisors. The independent directors of the company have issued independent opinions with explicit consent and fulfilled the necessary approval procedures at this stage.
Anhui Tatfook Technology Co.Ltd(300134) the permanent replenishment of the above-mentioned part of the balance of the raised funds and interest to the working capital is conducive to improving the use efficiency of the raised funds and meeting the actual business needs of the company. It will not have a significant adverse impact on the normal operation of the company and is in line with the interests of all shareholders. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders in disguised form. The matter can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval.
In conclusion, the sponsor has no objection to the permanent replenishment of working capital by Anhui Tatfook Technology Co.Ltd(300134) this balance raised fund and interest.
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(there is no text on this page, which is the signature and seal page of China Greatwall Securities Co.Ltd(002939) opinions on the verification of Anhui Tatfook Technology Co.Ltd(300134) (Anhui) Co., Ltd. using the balance of some raised investment projects to permanently supplement working capital)
Sponsor representative:
Zhang Tao, Wu Ding
China Greatwall Securities Co.Ltd(002939) March 16, 2022
