About Sichuan Tianyi Comheart Telecom Co.Ltd(300504)
Verification opinions on the extension and change of some investment projects with raised funds
Gf Securities Co.Ltd(000776) (hereinafter referred to as ” Gf Securities Co.Ltd(000776) ” or “sponsor”) as a sponsor of Sichuan Tianyi Comheart Telecom Co.Ltd(300504) (hereinafter referred to as ” Sichuan Tianyi Comheart Telecom Co.Ltd(300504) ” or “company”) for initial public offering of shares and listing on GEM, According to the measures for the administration of securities issuance and listing recommendation business, 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, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock exchange No. 2 – standardized operation of GEM listed companies and other relevant provisions, the investment projects of Sichuan Tianyi Comheart Telecom Co.Ltd(300504) some raised funds are postponed The changed items have been verified, and the verification conditions and opinions are as follows:
1、 Overview of investment projects with raised funds
(I) basic information of raised funds
The total amount of the initial public offering of shares approved by the China Securities Regulatory Commission is , excluding . The availability of the above funds has been verified by Zhonghui Certified Public Accountants (special general partnership), and the capital verification report [2018] No. 0658 was issued on March 27, 2018. All the above raised funds have been deposited in the special account for raised funds for management.
(II) purpose and use of raised funds
As of March 31, 2022, the use plan and use of the company’s raised funds are as follows:
Unit: 10000 yuan
From March 2022 to March 2022, the name of the project is planned to be used for 31 days. The accumulated amount of the raised funds for 31 days is calculated as the balance of the used amount (including cash management income)
1. Production expansion of broadband network terminal equipment 31686 Greatoo Intelligent Equipment Inc(002031) 3941395083 line technical transformation project
2. Communication network physical connection and protection equipment 11917 Aerospace Ch Uav Co.Ltd(002389) 161093978 technical transformation project of standby expansion production line
3 mobile communication network optimization system equipment 398000126203318683 expansion production line technical transformation project
4 technological transformation project of R & D center 725 Shanghai Xuerong Biotechnology Co.Ltd(300511) 153271257
5 marketing service network expansion project 471700 720.03451743
6 supplementary working capital 20 China Vanke Co.Ltd(000002) 001000 0
Total 7955 Wens Foodstuff Group Co.Ltd(300498) 06693530744
As of March 31, 2022, the balance of funds raised by the company totaled 353074400 yuan (including cash management income).
(III) change of implementation location of some raised investment projects
On April 10, 2019, the company held the fifth meeting of the third board of directors and the fourth meeting of the third board of supervisors, deliberated and approved the proposal on changing the implementation location of some raised capital investment projects, and agreed to the company’s technical transformation project of broadband network terminal equipment expansion production line The implementation location of the technical transformation project of the expansion production line of communication network physical connection and protection equipment and the technical transformation project of the R & D center will be changed from No. 198, Section 1, Xueshan Avenue, Jinyuan Town, Dayi County to Dayi County Electronic Information Technology Industrial Park. In order to meet the needs of the company’s overall planning and rational layout, give full play to the integration advantages of the company’s internal resources and improve the company’s overall management efficiency, it was deliberated and adopted at the 9th meeting of the third board of directors on January 13, 2020, The company changed the implementation location of the technical transformation project of mobile communication network optimization system equipment expansion production line in the fund-raising investment project from No. 198, Section 1, Xueshan Avenue, Jinyuan Town, Dayi County to Guanghua Road, industrial centralized development zone, Jinyuan Town, Dayi County.
(IV) delay of some raised investment projects
As deliberated and approved at the 9th meeting of the third board of directors on January 13, 2020, the company reduces the use risk of raised funds, improves the efficiency of raised funds and protects the interests of the company and shareholders in combination with factors such as the change of implementation location of raised investment projects and market changes. Under the condition that the implementation subject of raised investment projects, the purpose of raised funds and the scale of investment projects are not changed, Technical transformation project of broadband network terminal equipment expansion production line, communication network physical connection and protection equipment expansion production line, R & D center, mobile communication network optimization system equipment expansion production line and marketing service network expansion project
(V) temporary replenishment of working capital with some idle raised funds
The 21st Meeting of the third board of directors and the 16th meeting of the third board of supervisors held on June 22, 2021 considered and approved the proposal on using some idle raised funds to temporarily supplement working capital. The company plans to use idle raised funds of no more than RMB 300 million (including this amount) to temporarily supplement working capital for business activities related to the company’s main business, It shall not be directly or indirectly used for the allotment and purchase of new shares, or for the transactions of stocks, their derivatives and convertible bonds. The service life shall be no more than 12 months from the date of adoption of the resolution of the board of directors, and shall be returned to the special account for raised funds at maturity.
As of March 31, 2022, 95 million yuan had not been returned.
2、 Delay, change and reasons of some investment projects with raised funds
(I) technical transformation project of mobile communication network optimization system equipment expansion production line
The total amount of funds raised for the project is 39.8 million yuan. As of March 31, 2022, 126203 million yuan has been put into use, with a total balance of 318683 million yuan (including cash management income).
Due to the change of project implementation location and other reasons, the company plans to extend the construction completion period of the project to March 31, 2023.
(II) technological transformation project of R & D Center
The total amount of funds raised by the project is 72.53 million yuan. As of March 31, 2022, 511153 million yuan has been put into use, with a total balance of 271257 million yuan (including cash management income).
Due to the change of project implementation location and other reasons, the company plans to extend the construction completion period of the project to March 31, 2023.
(III) marketing service network expansion project
In view of the impact of the current epidemic outside China and the slow construction progress of the office, the company plans to terminate the project and change the balance of the raised funds for the construction of “technical transformation project of broadband network terminal equipment production line expansion”. When the follow-up epidemic situation improves, choose the opportunity to promote the construction of the office with its own funds according to the actual needs of the company’s business.
The total fund raised by the project is 47.17 million yuan. As of March 31, 2022, 7.203 million yuan has been put into use, with a total balance of 451743 million yuan (including cash management income).
(IV) technical transformation project of communication network physical connection and protection equipment expansion production line
With the basic completion of the transformation of China’s fixed line optical incoming and outgoing copper, the sales revenue of the company’s products in this category fell by nearly 60% from 2017 to 2021, and the product has low technical content and small market space in the future, which is no longer in the company’s key development plan in the future. At the same time, the company’s current production capacity has met the product output and sales volume, and there is no need to further expand the production capacity. The company plans to terminate the project and use all the remaining raised funds for permanent replenishment of working capital.
The total amount of funds raised by the project is 119.17 million yuan. As of March 31, 2022, 238916 million yuan has been put into use, with a total balance of 1093978 million yuan (including cash management income).
(V) technical transformation project of broadband network terminal equipment expansion production line
With the increase of the types of broadband network terminal products, at present, broadband network terminal products have become the main source of income of the company. At the same time, the income scale and profit level have increased year by year in the past two years. At the same time, due to the change of implementation location, the production plant and supporting setting area required by the project have increased, so the plant area and production capacity required have increased, Therefore, increasing plant area and expanding production capacity will help the company further improve the market scale of its main products and enhance its profitability, and the project is expected to maintain relatively good economic benefits at present and in the future.
The total fund raised by the project is 316.86 million yuan. As of March 31, 2022, 2031394 million yuan has been put into use, with a total balance of 1395083 million yuan (including cash management income).
For the above reasons, the company plans to extend the construction completion period of the project to March 31, 2023, and change all the remaining funds of the “marketing service network expansion project” to the construction of the project.
3、 Procedures for the extension and change of some investment projects with raised funds
On April 11, 2022, the fifth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors respectively deliberated and adopted the proposal on the extension and change of some investment projects with raised funds, and the independent directors issued clear consent opinions.
4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s extension and change of some investment projects with raised funds have been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, which must be submitted to the general meeting of shareholders of the company for deliberation and approval, and the necessary review and approval procedures have been performed, Comply with the requirements 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant provisions, and the decision-making procedures are legal and compliant; The extension and change of the investment project of the raised funds is in line with the interests of the company and shareholders and will not have a significant adverse impact on the company. In conclusion, the recommendation institution agrees to the extension and change of some investment projects of the company’s raised funds this time.
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(there is no text on this page, which is the signature and seal page of Gf Securities Co.Ltd(000776) verification opinions on the extension and change of Sichuan Tianyi Comheart Telecom Co.Ltd(300504) some raised capital investment projects)
Sponsor representative:
Wang Feng, Liu Minxi
Gf Securities Co.Ltd(000776) mm / DD / yyyy
