Minmetals Securities Co., Ltd
About Emtek (Shenzhen) Co.Ltd(300938)
Verification opinions on permanent replenishment of working capital with some over raised funds
Minmetals Securities Co., Ltd. (hereinafter referred to as “Minmetals securities” or “sponsor”) as a sponsor of initial public offering of Emtek (Shenzhen) Co.Ltd(300938) (hereinafter referred to as ” Emtek (Shenzhen) Co.Ltd(300938) ” or “company”) and listing on the gem, in accordance with the administrative measures for securities issuance and listing sponsor business (2020) and the gem stock listing rules of Shenzhen Stock Exchange (revised in December 2020) The guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other relevant provisions have verified the use of some over raised funds to permanently supplement working capital in Emtek (Shenzhen) Co.Ltd(300938) this time. The details are as follows:
1、 Basic information of raised funds
With the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on Approving the registration of Emtek (Shenzhen) Co.Ltd(300938) initial public offering of shares (zjxk [2021] No. 11), the Emtek (Shenzhen) Co.Ltd(300938) initial public offering of 16275000 RMB common shares (A shares), with a par value of 1.00 yuan per share and an issue price of 37.28 yuan / share, The total amount of raised funds is RMB 606732000, after deducting various issuance expenses (excluding tax) of RMB 67569100, the net amount of raised funds is RMB 539162900. The raised funds have been transferred to the designated account of the company on January 22, 2021. Lixin Certified Public Accountants (special general partnership) has verified the availability of funds for the company’s initial public offering of shares on January 22, 2021 and issued the capital verification report xksbz [2021] No. ze10008. The company has adopted a special account for the raised funds, and signed the tripartite supervision agreement on the raised funds with the special account bank and the sponsor.
As of December 31, 2021, the balance of over raised funds was 129.8663 million yuan, and the amount used was 55 million yuan.
2、 Use plan of this over raised fund
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), 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 standardized operation of companies listed on the gem of Shenzhen Stock Exchange (Revised in 2020) and the articles of association, and in combination with their actual business conditions, The company plans to use the over raised capital of 55 million yuan to permanently supplement the working capital, accounting for 29.75% of the total over raised capital, so as to meet the daily operation needs of the company.
The amount of the company’s accumulated use of over raised funds to permanently supplement working capital in the last 12 months shall 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 some over raised funds to permanently supplement 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、 Description and commitment of the company on permanently replenishing working capital by using some over raised funds this time
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 shall not make securities investment, derivatives trading and other high-risk investments or provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital.
4、 Approval procedures and relevant opinions for this replacement
(I) deliberations of the board of directors
Considering the fund demand of the company’s current business development, the company’s demand for operational working capital is increasing. In order to meet the demand for working capital, improve the use efficiency of raised funds and further improve the company’s operating capacity, the board of directors of the company agreed that the company would use the super raised fund of 55 million yuan to permanently supplement working capital and submit it to the general meeting of shareholders for deliberation.
(II) opinions of the board of supervisors
After review, the board of supervisors believes that the company’s use of over raised funds of 55 million yuan for permanent replenishment of working capital is conducive to meeting the demand for working capital, improving the use efficiency of raised funds, further improving the company’s operating capacity and safeguarding the interests of the company and all shareholders. The company’s permanent replenishment of working capital with some over raised funds this time complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) The requirements of relevant laws, regulations and rules, such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and the company’s management system for raised funds, will not conflict with the implementation plan of investment projects with raised funds and will not affect the normal implementation of investment projects with raised funds, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. The board of supervisors approved the company to use the over raised capital of 55 million yuan to permanently supplement the working capital.
(III) opinions of independent directors
After review, the independent directors believe that the company’s use of over raised funds of 55 million yuan for permanent replenishment of working capital is conducive to meeting the demand for working capital, improving the use efficiency of raised funds, further improving the company’s operating capacity and maintaining the interests of the company and all shareholders.
The company’s permanent replenishment of working capital with some over raised funds this time complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) The requirements of relevant laws, regulations and rules, such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and the company’s management system for raised funds, will not conflict with the implementation plan of investment projects with raised funds and will not affect the normal implementation of investment projects with raised funds, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders.
All independent directors unanimously agreed that the company would use the over raised capital of 55 million yuan to permanently supplement the working capital, and agreed to submit this proposal to the general meeting of shareholders 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, which needs to be submitted to the general meeting of shareholders for deliberation. The use of some over raised funds to permanently supplement working capital this time complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) Relevant provisions such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) are in line with the interests of all shareholders. In conclusion, the recommendation institution agrees that the company will use the over raised capital of 55 million yuan for permanent replenishment of working capital.
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(there is no text on this page, which is the signature page of the verification opinions of Minmetals Securities Co., Ltd. on Emtek (Shenzhen) Co.Ltd(300938) using some over raised funds to permanently supplement working capital) the sponsor representative:
Wang Wenlei, Shi Wei
Minmetals Securities Co., Ltd
