Federal Reserve Securities Co., Ltd
About Tong Petrotech Corp(300164) using idle raised funds
Verification opinions on cash management of the bank
Federal Reserve Securities Co., Ltd. (hereinafter referred to as "Federal Reserve securities" and "sponsor") as the sponsor of Tong Petrotech Corp(300164) (hereinafter referred to as " Tong Petrotech Corp(300164) " or "company"), According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and the Listing Rules of GEM stocks of Shenzhen Stock Exchange And other relevant regulations, carefully checked the cash management matters of Tong Petrotech Corp(300164) using idle raised funds. The verification conditions and opinions are as follows: I. Basic information of raised funds
According to the reply on Approving the registration of Tong Petrotech Corp(300164) issuing shares to specific objects (zjxk [2022] No. 232) issued by the China Securities Regulatory Commission, the company is approved to apply for the registration of raising funds by issuing shares to specific objects. According to the issuance results, the total number of shares issued by the company to 7 specific objects this time is 31413610, the issuance price is 3.82 yuan / share, and the total amount of funds actually raised is 1199999020 yuan. After deducting the issuance cost of 530359977 yuan (excluding tax), the net amount of funds actually raised is 11469639043 yuan. The availability of the raised funds was verified and confirmed by the Tong Petrotech Corp(300164) capital verification report (Zhong Shen Asia Pacific Yan Zi (2022) Shenzhen Properties & Resources Development (Group) Ltd(000011) ) issued by China Audit Asia Pacific Certified Public Accountants (special general partnership) on February 25, 2022.
In accordance with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Shenzhen Stock Exchange GEM Listing Rules and other laws, regulations and normative documents, the company has formulated the measures for the management of raised funds to manage the deposit and use of raised funds The supervision and report on the use of funds have made specific provisions, the above raised funds have been stored in a special account, and the tripartite supervision agreement on raised funds has been signed.
2、 Use of raised funds and idle reasons
Like the prospectus for the issuance of shares, the investment projects of the raised funds and the use plan of the raised funds are as follows:
Unit: 10000 yuan
Project name total investment amount of the project the proposed investment amount of the raised funds
Shale gas perforation technical service upgrading project 850 Anhui Huamao Textile Company Limited(000850) 000
Supplementary working capital 35 China Tianying Inc(000035) 0000
Total 12 Ping An Bank Co.Ltd(000001) 200000
As the construction of the project invested by the raised funds needs a certain period, according to the construction progress of the project invested by the raised funds, some of the raised funds are idle in the short term at this stage.
3、 Basic information of cash management with idle funds
(I) investment purpose
In order to improve the use efficiency of the raised funds, on the premise of ensuring the safety of the raised funds and not affecting the construction progress of the investment projects invested by the raised funds, make rational use of the idle raised funds, and purchase financial products with high safety and good liquidity such as structural deposits and large certificates of deposit, so as to improve the income of the raised funds.
(II) investment quota
The company plans to use the idle raised funds of no more than 80 million yuan for cash management. Within the above limit, the funds can be used on a rolling basis.
(III) investment varieties
In order to control risks, the varieties of investment are structured deposits, large certificates of deposit and other financial products with high security, good liquidity and short-term (no more than 12 months).
(IV) service life
The term of cash management with idle raised funds shall be one year from the date of adoption of this board of directors.
(V) implementation mode
Within the service life and limit, the board of directors authorizes the company's management to exercise relevant decision-making power and sign relevant legal documents. Its authority includes but is not limited to selecting qualified issuers of financial products, determining financial amount, selecting financial products, signing relevant contracts or agreements, etc. Under the supervision of the vice president in charge of finance, the financial department of the company is responsible for the specific organization and implementation. The financial products invested by idle raised funds shall not be pledged, and the special settlement account for products shall not deposit non raised funds or be used for other purposes.
(VI) description of association relationship
The company and the issuer of financial products shall not be associated.
4、 Investment risk analysis and risk control measures
(I) investment risk
1. Policy risk: the investment portfolio under financial products is designed for the current relevant regulations and policies. If the national macro policies and relevant market regulations and policies change, resulting in market price fluctuations, it may affect the expected income of financial products or the safety of financial principal.
2. Interest rate risk: due to the volatility of the market, investment in financial products will face certain interest rate risk. During the duration of the product, if the people's Bank of China raises the deposit interest rate, customers will lose the opportunity to increase the income when allocating funds to deposits, or the rise of price index will lead to the risk that the rate of return is lower than the inflation rate, resulting in a negative actual rate of return.
3. Liquidity risk: financial products are not ready to flow. According to the terms of relevant financial products, if the investor does not enjoy the right of early termination, the investor shall be prepared to hold the financial products until the termination of the contract.
4. Investment risk: customers can only get the income clearly agreed by financial products. Except for the income and income distribution method explicitly agreed in the product agreement, any expected income, measured income or similar expression is a term without legal effect, does not represent the actual income that the customer may obtain, nor does it constitute any income commitment of banks and other financial institutions to financial products, which is only for reference when the customer makes investment decisions at the beginning of the period.
5. Operation and monitoring risks of relevant staff.
6. Force majeure risk: refers to the occurrence of force majeure factors such as natural disasters, wars and policy changes, which will seriously affect the normal operation of the financial market, resulting in the reduction or loss of the income of financial assets, and even affect the normal acceptance, investment and repayment of financial products, and then affect the capital safety of financial products.
(II) for investment risks, the proposed measures are as follows:
1. The company will strictly abide by the principle of prudent investment, and the funds within the above limit can only purchase financial products with a period of no more than 12 months;
2. The financial department of the company shall assign special personnel to timely analyze and track the investment direction of financial products and the progress of projects. Once adverse factors are found or judged, corresponding preservation measures will be taken in time to control investment risks;
3. The independent directors and the board of supervisors have the right to supervise and inspect the use of the company's raised funds and cash management, and can hire professional institutions to audit when necessary.
5、 Impact on the daily operation of the company
The company's cash management with idle raised funds this time is carried out on the premise of ensuring the safety of the company's funds and not affecting the construction progress of the investment projects with raised funds. Through appropriate short-term financial management, we can obtain certain investment income, improve the use efficiency of raised funds, and seek more investment returns for the company's shareholders.
6、 Relevant approval procedures and audit opinions
(I) deliberation by the board of directors
The company held the 23rd Meeting of the 7th board of directors on April 13, 2022, deliberated and passed the proposal on using idle raised funds for cash management. On the premise of ensuring the safety of the raised funds and not affecting the construction progress of the investment projects invested by the raised funds, the company agreed to use the raised funds of no more than RMB 80 million to buy financial products with high safety and good liquidity, such as structured deposits and large certificates of deposit, Within the above limit, the funds can be used on a rolling basis for a period of one year from the date of adoption by the board of directors, and the period of single financial management shall not exceed one year (including one year).
(II) deliberation by the board of supervisors
The company held the 12th meeting of the 7th board of supervisors on April 13, 2022, which was reviewed and approved
According to the proposal on using idle raised funds for cash management, the board of supervisors believes that on the premise of ensuring the safety of raised funds and not affecting the construction progress of investment projects with raised funds, the company is allowed to use the raised funds of no more than RMB 80 million to buy short-term financial products with high safety and good liquidity, such as structured deposits and large certificates of deposit. Within the above limit, the funds can be used in a rolling manner, The term shall be valid within 12 months from the date of deliberation and approval by the board of directors.
(III) opinions of independent directors
The independent directors of the company believe that: under the condition of not affecting the construction of fund-raising projects and the normal operation of the company, the company can reasonably use the idle raised funds of no more than 80 million yuan (including this amount) for cash management, which is conducive to improving the use efficiency of idle raised funds, increasing the investment income of the company, obtaining more returns for the company and shareholders, and in line with the interests of the company and all shareholders, There is no case of changing the purpose of the raised funds in a disguised form, or damaging the interests of the company and all shareholders, especially minority shareholders. The decision-making and deliberation procedures of this matter are legal and compliant, and express clear consent to the above matters.
7、 Verification opinions of the recommendation institution
After verification, Tong Petrotech Corp(300164) the use of idle raised funds for cash management has fulfilled the necessary approval procedures, which has been deliberated and adopted at the 23rd Meeting of the seventh board of directors and the 12th meeting of the seventh board of supervisors, and the independent directors have expressed their agreed independent opinions. The company's use of temporarily idle raised funds for cash management complies with the requirements of laws and regulations such as 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 guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - regulatory operation of GEM listed companies. There is no case of changing the use purpose of raised funds in a disguised manner and damaging the interests of shareholders of the company.
To sum up, the Federal Reserve securities has no objection to the company's use of temporarily idle raised funds for cash management. (no text below)
