Citic Securities Company Limited(600030)
About China National Gold Group Gold Jewellery Co.Ltd(600916)
Verification opinions on using self owned funds to pay the funds required for the raised investment project and replacing it with the raised funds in the same amount
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) is the sponsor of initial public offering and listing of China National Gold Group Gold Jewellery Co.Ltd(600916) (hereinafter referred to as ” China National Gold Group Gold Jewellery Co.Ltd(600916) ” or “company”). On April 7, 2022, the company held the 23rd Meeting of the first board of directors and the 14th meeting of the first board of supervisors respectively, deliberated and adopted the proposal on using self owned funds to pay the funds required for raised investment projects and replacing them with the raised funds in the same amount, and agreed that during the implementation of raised investment projects, based on the actual situation of the company’s business, in order to improve the use efficiency of raised funds, First pay the funds required for the raised investment project in the form of self owned funds, and then replace it with the raised funds regularly; It shall be transferred from the special account of raised funds to the general account of the company or the basic deposit account of subsidiaries, and this part of the equivalent replacement funds shall be regarded as the funds used in the raised investment project.
In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shanghai Stock Exchange, 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 measures for the administration of funds raised by listed companies of Shanghai Stock exchange (revised in 2013), Citic Securities Company Limited(600030) has verified China National Gold Group Gold Jewellery Co.Ltd(600916) the above proposals, and the verification results are as follows:
1、 Basic information of raised funds
According to the reply on approving China National Gold Group Gold Jewellery Co.Ltd(600916) initial public offering of shares (zjxk [2020] No. 3063) issued by China Securities Regulatory Commission, the company publicly issued 126 million RMB ordinary shares (A shares) to the inquiry object by means of offline placement on January 27, 2021 (18 million shares were issued after the callback mechanism was started), On January 27, 2021, 54 million RMB ordinary shares (A shares) were publicly issued by means of online pricing (the final number of shares issued after the callback mechanism was started was 162 million), a total of 180 million RMB ordinary shares (A shares) were publicly issued, with a par value of 1 yuan per share, an issue price of 4.99 yuan per share and a total raised capital of 898.2 million yuan, After deducting the issuance expenses, the actual net amount of raised funds is RMB 830960500. The above raised funds have been verified by the capital verification report no. Ruihua Yan Zi [2021] 01500001 issued by Ruihua certified public accountants.
In order to standardize the management and use of the company’s raised funds and protect the rights and interests of the company and investors, the company has established relevant special accounts for raised funds. All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company has signed the tripartite supervision agreement on the storage of special account for raised funds with the sponsor and the commercial bank storing the raised funds.
2、 The situation of paying the funds required for the raised investment project in advance in the form of self owned funds
At present, the company pays the funds required for the raised investment projects in the form of its own funds. The main reasons are as follows:
1. At present, the gold jewelry products sold by the company are mainly self-produced and outsourced processing, and the main raw materials are purchased by Shanghai gold exchange. In view of the frequent fluctuation of market gold price and the long approval process of the special account for raised funds, if all purchase funds are directly paid from the special account, it will affect the procurement efficiency and form fluctuation risk. The procurement of some finished products in stores around the company is mainly centralized procurement by Beijing headquarters, which needs to be paid with its own funds in advance; 2. Part of the expenditure of the information platform upgrading construction project and the R & D and Design Center project is complex and fragmented. The approval process of the special account for raising funds is long, and all expenses are directly paid from the special account, which will affect the construction and operation efficiency of the project;
3. The expenditure of raised investment projects includes employees’ wages, which requires high timeliness of payment, and it is not suitable to pay directly from the special account of raised funds in accordance with the requirements of bank settlement supervision.
3、 Equal replacement process of paying the raised investment project with its own funds in advance
The raised investment project shall be paid in advance with its own funds, and the equal replacement process shall be implemented after the raised investment fund is received. The specific operation process of equal replacement is as follows:
(I) regional flagship store construction project
The regional flagship store construction project is initiated by the newly established self operated store management subsidiaries in various regions. After being signed and approved by the store project leader of the subsidiary, the financial manager and the general manager of the company, it is reported to the inventory demand of the company’s production management department. At the same time, other expenditures of relevant direct stores are combined, and the “detailed statement of the use of raised funds” is prepared and submitted to the company’s asset finance department on a regular basis, The financial manager and the chief accountant of the company shall review the contents listed in the “list of use of raised funds”, and then transfer funds from the special account of raised funds after approval. Among them, the financial manager and general manager of the subsidiary are responsible for the judgment, review and fund payment of the expenses of the raised funds of the subsidiary; The Asset Finance Department of the company is responsible for arranging the raised funds to pay the self owned funds paid by each subsidiary.
(II) information platform upgrading construction project
Each subsidiary or department undertaking the upgrading and construction project of the company’s information platform initiates a payment or reimbursement application. After being signed and approved by the relevant project leader, financial manager and general manager of the company, or the general manager of the company’s department and leader in charge, the “statement of the use of raised funds” is regularly submitted to the asset and Finance Department of the company. The financial manager and chief accountant of the Company review the contents listed in the “statement of the use of raised funds”, After approval, the funds will be transferred from the special account for raised funds. Among them, the financial manager and general manager of the subsidiary are responsible for the judgment, review and fund payment of the expenses of the raised funds of the subsidiary, and the general manager or leader in charge of the Department is responsible for the judgment and review of the expenses of the raised funds of the relevant departments; The Asset Finance Department of the company is responsible for arranging the raised funds to pay the self owned funds paid by each subsidiary or department.
(III) R & D and Design Center Project
Each subsidiary or department undertaking the company’s R & D and Design Center Project initiates the payment or reimbursement application. After being signed and approved by the relevant project leader, financial manager and general manager of the company, or the general manager of the company’s department and leader in charge, the “detailed statement of the use of raised funds” shall be regularly submitted to the company’s assets and finance department. The company’s financial manager and chief accountant shall review the contents listed in the “detailed statement of the use of raised funds”, After approval, the funds will be transferred from the special account for raised funds. Among them, the financial manager and general manager of the subsidiary are responsible for the judgment, review and fund payment of the expenses of the raised funds of the subsidiary, and the general manager or leader in charge of the Department is responsible for the judgment and review of the expenses of the raised funds of the relevant departments; The Asset Finance Department of the company is responsible for arranging the raised funds to pay the self owned funds paid by each subsidiary or department.
4、 The impact on the company of using its own funds to pay the funds required for the raised investment project and replacing it with the raised funds in the same amount
At the 23rd Meeting of the first board of directors and the 14th meeting of the first board of supervisors, the proposal on using self owned funds to pay the funds required for raised investment projects and replacing them with raised funds in equal amount was deliberated and adopted respectively. It was agreed that during the implementation of raised investment projects, the company would first pay the funds required for raised investment projects with self owned funds and replace them with raised funds in equal amount on a regular basis, It shall be transferred from the special account of raised funds to the general account of the company or the basic deposit account of subsidiaries, and this part of the equivalent replacement funds shall be regarded as the funds used in the raised investment project.
The proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
As the implementation subject of relevant raised investment projects, according to the specific situation of the implementation of raised investment projects, the company uses its own funds to pay the funds required for raised investment projects and replaces them with the raised funds in the same amount, which is conducive to improving the operation and management efficiency of the company, effectively reducing costs, in line with the interests of the company, shareholders and investors, and does not affect the normal progress of raised investment projects, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of the company and shareholders.
5、 Description of special opinions
(I) deliberations of the board of directors
On April 7, 2022, the company held the 23rd Meeting of the first board of directors, deliberated and adopted the proposal on using its own funds to pay the funds required for raised investment projects and replacing them with the raised funds in equal amount. (II) opinions of independent directors
The independent directors believe that the company’s use of its own funds to pay the funds required for the raised investment projects and the replacement of the raised funds in the same amount will help to improve the use efficiency of the raised funds and the operation and management efficiency of the company, which is in line with the interests of the company and all shareholders. There is no situation affecting the normal implementation of the raised investment projects, changing or changing the purpose of the raised funds in a disguised form, or damaging the company, shareholders In particular, the interests of minority shareholders 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 by listed companies, and the stock listing rules of Shanghai Stock Exchange. Therefore, the independent directors agree that the company will use its own funds to pay the funds required for the raised investment projects and replace them with the raised funds in the same amount.
(III) opinions of the board of supervisors
The board of supervisors believes that the company’s use of its own funds to pay the funds required for the raised investment projects and the replacement of the raised funds in the same amount will help to improve the use efficiency of the raised funds and the operation and management efficiency of the company, which is in line with the interests of the company and all shareholders. There is no situation affecting the normal implementation of the raised investment projects, changing or changing the purpose of the raised funds in a disguised form, or damaging the company, shareholders In particular, the interests of minority shareholders 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 by listed companies, and the stock listing rules of Shanghai Stock Exchange. Therefore, the board of supervisors agreed that the company would use its own funds to pay the funds required for the raised investment projects and replace them with the raised funds in the same amount.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company’s use of its own funds to pay the funds required for the raised investment projects and the replacement of the same amount with the raised funds has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their explicit consent. This matter is based on the actual situation and needs of the company and its wholly-owned subsidiaries in implementing the raised investment projects, conforms to the use plan of the raised funds, does not change or change the purpose of the raised funds in a disguised form, conforms to the interests of the company and all shareholders, and conforms to the provisions of relevant laws and regulations, normative documents and relevant systems of the company.
In conclusion, the recommendation institution agrees that the company will use its own funds to pay the funds required for the raised investment project and replace it with the raised funds in the same amount.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) verification opinions on China National Gold Group Gold Jewellery Co.Ltd(600916) using its own funds to pay the funds required for the raised project and replacing them with the raised funds in the same amount) sponsor representative:
Sun Pengfei, Chen Xiying
Citic Securities Company Limited(600030) mm / DD / yyyy
