About Xinxiang Richful Lube Additive Co.Ltd(300910)
Special verification opinions on permanent replenishment of working capital with some over raised funds
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) ” or “sponsor”) as a sponsor of Xinxiang Richful Lube Additive Co.Ltd(300910) (hereinafter referred to as ” Xinxiang Richful Lube Additive Co.Ltd(300910) ” or “company”) for initial public offering of shares and listing on GEM, in accordance with the measures for the Administration of securities issuance and listing sponsor business and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies In accordance with the provisions of relevant laws, regulations and normative documents, such as the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, the Xinxiang Richful Lube Additive Co.Ltd(300910) use of part of the raised funds to permanently supplement working capital has been verified. The specific verification is as follows:
1、 Basic information of raised funds
With the approval of registration of Xinxiang Richful Lube Additive Co.Ltd(300910) initial public offering (zjxk [2020] No. 2396) issued by China Securities Regulatory Commission, the company publicly issued 37.5 million A-Shares to the public at an issue price of 30.26 yuan per share, raising a total of 113475 million yuan. After deducting the issuance expenses, the net amount of funds raised by the company this time was 10418336 million yuan, The total amount of over raised funds is 701833600 yuan.
The above-mentioned raised funds have been verified by Zhonghui Certified Public Accountants (special general partnership) (hereinafter referred to as “Zhonghui certified public accountants”) on November 24, 2020 and issued the capital verification report [2020] No. 6638, and all of them have been deposited in the special account for raised funds. The company has a special account for the raised funds. 2、 Use plan of this over raised fund
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 2 – standardized operation of GEM listed companies and the Xinxiang Richful Lube Additive Co.Ltd(300910) articles of Association (hereinafter referred to as the articles of association), and in line with the principle of maximizing the interests of shareholders, In order to improve the use efficiency of the raised funds, on the premise of ensuring the capital demand for the construction of the raised funds and in combination with the actual operation of the company, the company plans to use part of the over raised funds for permanent supplementary flow. As of April 8, 2022, the balance of the over raised funds of the company is 1408355 million yuan, including 130 million yuan of time deposit (the interest rate agreed on the time deposit certificate is 1.80%, and the term of time deposit is from December 30, 2021 to June 30, 2022), The balance of current deposit is 108355 million yuan. The company plans to supplement the working capital as a whole with the time deposit and the interest income after the maturity of the time deposit and the interest income of the current deposit and the interest income of the current deposit (to be implemented after the maturity of the time deposit). As of April 8, 2022, the balance of over raised funds accounted for 20.07% of the total over raised funds. After the time deposit expires, the estimated balance of over raised funds is 1420732 million yuan (including interest, and the actual amount is subject to the balance of the special account on the day of fund transfer out), accounting for 20.24% of the total amount of over raised funds. After using part of the over raised funds to permanently supplement the working capital, the balance of the company’s over raised funds account is 0 yuan, and the company will cancel the relevant special account for raised funds.
The company’s accumulated use of over raised funds to permanently supplement working capital within the last 12 months does not exceed 30% of the total amount of over raised funds, and does not violate the relevant provisions of the CSRC and Shenzhen Stock Exchange on the use of raised funds of listed companies. The use of part of the over raised funds to permanently supplement the working capital will not conflict with the implementation plan of the investment project invested by the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders.
3、 The company’s explanation and commitment on using part of the over raised funds to permanently supplement the working capital
The company’s over raised funds (the balance as of April 8, 2022 is 1408355 million yuan, and the balance after the maturity of relevant time deposits is 1420732 million yuan [including interest, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out]) are used to permanently supplement working capital, which is conducive to improving the use efficiency of raised funds, meeting the demand for working capital for the company’s business development, improving the profitability of the company and in the interests of all shareholders.
In view of the permanent replenishment of working capital with some over raised funds, the company promises as follows:
1. The amount used for permanent replenishment of working capital shall not exceed 30% of the total amount of over raised funds in every 12 months;
2. The company will not 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、 Approval procedures and opinions related to the use plan of over raised funds
(I) deliberations of the board of directors
On April 8, 2022, the company held the 7th Meeting of the 3rd board of directors, deliberated and approved the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed that the company should, in accordance with the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, the guidelines for the supervision of listed companies No. 2 – standardized operation of listed companies listed on the raised funds management board of listed companies and the Xinxiang Richful Lube Additive Co.Ltd(300910) articles of association, Based on the principle of maximizing the interests of shareholders, in order to improve the use efficiency of the raised funds, on the premise of ensuring the capital demand for the construction of the raised funds, combined with the actual operation of the company, The company plans to use part of the over raised funds (the balance as of April 8, 2022 is 1408355 million yuan, and the balance after the maturity of relevant time deposits is 1420732 million yuan [including interest, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out]) to permanently supplement the working capital, which will be implemented after the maturity of relevant time deposits, so as to improve the working capital situation of the company, reduce financial costs and improve the use efficiency of over raised funds.
(II) opinions of the board of supervisors
On April 8, 2022, the company held the seventh meeting of the third board of supervisors, deliberated and adopted the proposal on using some over raised funds to permanently supplement working capital. The board of supervisors of the company believes that the over raised funds used by the company this time (the balance as of April 8, 2022 is 1408355 million yuan, and the balance after the maturity of relevant time deposits is 1420732 million yuan [including interest, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out]) will permanently supplement the working capital. The specific implementation after the maturity of relevant time deposits will help to improve the use efficiency of raised funds and meet the needs of the company’s business development for working capital, Improving the profitability of the company is in the interests of all shareholders. If the fund-raising project does not comply with the provisions of the Shenzhen Stock Exchange on the investment and management plan of listed companies, and the change of the fund-raising project does not comply with the provisions of the Shenzhen Stock Exchange on the investment and management plan does not affect the normal operation of listed companies, such as the investment and management plan of listed companies, which does not comply with the provisions of the Shenzhen Stock Exchange.
The board of supervisors of the company unanimously agreed that the company would use the over raised funds (the balance as of April 8, 2022 was 1408355 million yuan, and the balance after the maturity of relevant time deposits was 1420732 million yuan [including interest, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out]) to permanently supplement the working capital, which will be implemented after the maturity of relevant time deposits, and agreed to submit it to the general meeting of shareholders of the company for deliberation.
(III) opinions of independent directors
The independent directors of the company believe that the company’s use of over raised funds (the balance as of April 8, 2022 is 1408355 million yuan, and the balance after the maturity of relevant time deposits is 1420732 million yuan [including interest, and the actual amount shall be subject to the balance of special account on the day of fund transfer out]) will permanently supplement working capital. The specific implementation after the maturity of relevant time deposits will help to improve the use efficiency of raised funds and meet the needs of working capital for the company’s business development, Improving the company’s working capital and reducing financial costs are in the interests of all shareholders. If the fund-raising project does not comply with the provisions of the Shenzhen Stock Exchange on the investment and management plan of listed companies, and the change of the fund-raising project does not comply with the provisions of the Shenzhen Stock Exchange on the investment and management plan does not affect the normal operation of listed companies, such as the investment and management plan of listed companies, which does not comply with the provisions of the Shenzhen Stock Exchange.
The independent directors of the company unanimously agreed that the company would use the over raised funds (the balance as of April 8, 2022 was 1408355 million yuan, and the balance after the maturity of relevant time deposits was 1420732 million yuan [including interest, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out]) to permanently supplement the working capital, which will be implemented after the maturity of relevant time deposits, and agreed to submit it to the general meeting of shareholders of the company for deliberation.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of some over raised funds to permanently supplement working capital 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 needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The use of some over raised funds to permanently supplement working capital this time complies 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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020), 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 is in line with the interests of all shareholders.
To sum up, the sponsor agrees to use part of the raised funds to supplement the permanent working capital of the company.
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