Zhongtai Securities Co.Ltd(600918)
About Changzhou Tenglong Auto Parts Co.Ltd(603158) using bank acceptance bill for payment
Verification opinions on raising funds to invest in the funds required by the project and replacing them with the raised funds in the same amount
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as " Zhongtai Securities Co.Ltd(600918) " or "sponsor ") as the sponsor of Changzhou Tenglong Auto Parts Co.Ltd(603158) (hereinafter referred to as " Changzhou Tenglong Auto Parts Co.Ltd(603158) " or "company"), in accordance with the measures for the administration of securities issuance and listing sponsorship business, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of funds raised by listed companies, and the stock listing rules of Shanghai Stock Exchange According to the requirements of relevant normative documents such as the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation, the matters of Changzhou Tenglong Auto Parts Co.Ltd(603158) using bank acceptance bills to pay the funds required for the investment projects with raised funds and replacing them with the raised funds in the same amount have been carefully verified. The details are as follows:
1、 Basic information of raised funds
After the approval of the CSRC on the issuance of non-public shares, the total amount of shares (excluding RMB 158603) approved by the CSRC (hereinafter referred to as Regulatory Commission) is 35, The net amount of raised funds is 58322827812 yuan.
All the above raised funds were in place on August 26, 2021. Zhongtianyun Certified Public Accountants (special general partnership) (hereinafter referred to as "zhongtianyun") verified the above matters and issued the capital verification report (ZTY [2021] Yan Zi No. 90059). The company carried out special account storage and management of the raised funds.
2、 The operation process of using bank acceptance bills to pay the funds required by the raised funds for investment projects and replacing the matters with the raised funds in the same amount
In the process of application, approval and payment of funds required for non-public offering stock raising and investment projects by using bank acceptance bills, the relevant provisions of Changzhou Tenglong Auto Parts Co.Ltd(603158) raised funds management measures must be strictly observed. The specific operation process is as follows:
1. According to the procurement and infrastructure implementation progress of relevant equipment and materials of the raised investment project, the procurement department and relevant departments responsible for project construction shall solicit the opinions of the finance department before signing the contract, confirm the amount that can be paid by bank acceptance bill, and sign the relevant contract after performing the corresponding approval procedures.
2. If the purchase and infrastructure contract of relevant equipment and materials of the raised investment project has been signed in advance, the payment in the form of bank acceptance bill shall be confirmed according to the contract or agreement.
3. When handling the bank acceptance bill business, the purchasing department and relevant departments responsible for project construction shall fill in the payment application form, indicate the payment method according to the contract terms, and review it level by level according to the fund use approval procedure specified in the company's measures for the management of raised funds. According to the approved payment application form, the finance department handles the payment of bank acceptance bill (or endorsement transfer payment), and establishes an account for using bank acceptance bill to pay raised investment projects.
4. The financial department shall prepare the detailed statement of payment of bank acceptance bills on a monthly basis and send a copy to the sponsor representative. After the sponsor representative has no objection, the finance department shall transfer the equivalent funds of the corresponding funds of the raised investment projects paid through bank acceptance bills this month from the special account of raised funds to the general account of the company before the 15th of the next month. 5. When the bank acceptance bill paid by non endorsement transfer is due, the company will pay with its own funds and will no longer use any funds in the raised funds account.
6. The relevant departments of the company must strictly abide by the relevant provisions of the company's raised funds management system in the process of application, approval and payment of funds required for the raised funds projects by using bank acceptance bills.
7. The recommendation institution and the recommendation representative have the right to supervise the company's use of bank acceptance bills to pay the funds of raised investment projects by means of on-site inspection and written inquiry. The company and the supervision Bank of the special account for raised funds shall cooperate with the investigation and inquiry of the recommendation institution.
3、 Impact on the company
The company uses the bank acceptance bill to pay the equipment, materials, site installation and other expenses required for the construction of the raised investment project, which is the normal needs of daily production and operation. The company makes regular statistics on the payment of raised investment projects with bank acceptance bills, and transfers the same amount of raised funds from the special account for the supervision of raised funds to the company's basic account, which is conducive to improving the company's fund use efficiency, accelerating the bill turnover speed and reducing financial expenses, which is in line with the needs of the company's operation and development and the interests of shareholders, and does not affect the normal implementation of raised funds projects, There is no case of changing the purpose of the company's raised funds in a disguised form.
4、 Approval procedures to be performed
Changzhou Tenglong Auto Parts Co.Ltd(603158) held the 14th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors on April 2, 2022, deliberated and adopted the proposal on using bank acceptance bills to pay the funds required for the investment projects with raised funds and replace them with the raised funds in the same amount, and agreed to use bank acceptance bills to pay the funds required for the investment projects with raised funds and replace them with the raised funds in the same amount. The independent directors of the company expressed their explicit consent. This matter is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
5、 Opinions of the sponsor
Upon verification, Zhongtai Securities Co.Ltd(600918) believes that:
The company's behavior of using bank acceptance bills to pay the funds required for the raised investment projects and replacing them with the raised funds in the same amount has not changed the purpose of the raised funds, and there is no violation of relevant laws and regulations on the management of raised funds and the measures for the management of Changzhou Tenglong Auto Parts Co.Ltd(603158) raised funds, which is conducive to improving the use efficiency of raised funds, increasing the turnover speed of bills and reducing financial expenses, which is in the interests of all shareholders of the company. According to the requirements of the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, the company has fulfilled the necessary internal examination and approval procedures. The board of directors and the board of supervisors of the company have considered and approved the matter, and the independent directors have expressed their explicit consent. The company's use of bank acceptance bill to pay the funds required for the raised investment project and the replacement of the raised funds in equal amount comply 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 of listed companies and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, The sponsor agrees that Changzhou Tenglong Auto Parts Co.Ltd(603158) use the bank acceptance bill to pay the funds required for the raised investment project and replace it with the raised funds in the same amount.
(there is no text on this page, which is the signature and seal page of Zhongtai Securities Co.Ltd(600918) verification opinion on Changzhou Tenglong Auto Parts Co.Ltd(603158) using bank acceptance bill to pay the funds required for the raised investment project and replace it with the raised funds in the same amount)
Sponsor representative:
Li Yao Lugo
Zhongtai Securities Co.Ltd(600918) mm / DD / yyyy
