Securities code: 301219 securities abbreviation: Tengyuan cobalt industry Announcement No.: 2022012 Ganzhou Tengyuan cobalt industry new material Co., Ltd
Announcement on using some over raised funds to permanently supplement working capital
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Ganzhou Tengyuan cobalt new materials Co., Ltd. (hereinafter referred to as “the company”) held the 25th meeting of the second board of directors and the 15th meeting of the second board of supervisors on April 20, 2022, and deliberated and adopted the proposal on using part of the raised funds to permanently supplement the working capital. In order to improve the use efficiency of over raised funds, in accordance 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 (revised in 2022), the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and in combination with their own actual business conditions, The company plans to use 900 million yuan of over raised funds to permanently supplement working capital to meet the needs of the company’s daily operation. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation. The specific situation is hereby announced as follows:
1、 Basic information of raised funds
With the approval of registration of initial public offering of Ganzhou Tengyuan cobalt industry new material Co., Ltd. (zjxk [2021] No. 4042) issued by China Securities Regulatory Commission, the company issued 31486900 ordinary shares (A shares) in RMB for the first time, the issue price of each share was 173.98 yuan, and the total amount of raised funds was 547809086200 yuan. After deducting the issuance expenses excluding tax, The net amount of actually raised funds is 520378078588 yuan (excluding tax).
Grant Thornton Certified Public Accountants (special general partnership) verified the capital availability of the company’s public offering of new shares, and issued the capital verification report (Grant Thornton Yan Zi [2022] No. 351c000126) on March 14, 2022.
After the raised funds were received, the company adopted the special account storage management for the raised funds in accordance with the regulations, and signed the tripartite supervision agreement for raised funds with the recommendation institution and the special account supervision bank for raised funds.
2、 Deposit and use of raised funds
In order to standardize the use and management of the company’s raised funds and protect the rights and interests of investors, The company has opened a special account for raised funds in accordance with relevant 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, 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 the company’s measures for the administration of raised funds, And signed the tripartite supervision agreement on raised funds with Bank Of China Limited(601988) Ganxian sub branch, China Merchants Bank Co.Ltd(600036) Ganzhou branch, Industrial And Commercial Bank Of China Limited(601398) Ganxian sub branch, Industrial Bank Co.Ltd(601166) Ganzhou branch, China Construction Bank Corporation(601939) Ganzhou County sub branch, and the sponsor Dongxing Securities Corporation Limited(601198) .
The opening of the above special account for raised funds and the balance as of March 31, 2022 are as follows:
Account No., account name and special account balance of the opening bank (yuan) fund purpose
Annual output of 20000 tons of cobalt and 10000 tons of Bank Of China Limited(601988) shares Ganzhou Tengyuan cobalt nickel metal quantity series products Co., Ltd. Ganxian 191752938998 industrial new material stock 98933722580 intelligent technology transformation shengfen sub branch Co., Ltd. level and raw and auxiliary material supporting production project (phase II)
China Merchants Bank Co.Ltd(600036) shares 79790 Jiangsu Zhongchao Holding Co.Ltd(002471) 0 Ganzhou Tengyuan cobalt
Ganzhou 869 industry new material stock Co., Ltd. 143761131054 over raised funds
Branch Co., Ltd
Annual output of 20000 tons of cobalt and 10000 tons of China Industrial And Commercial Bank Of China Limited(601398) 151022900 Ganzhou Tengyuan cobalt nickel metal quantity series products Co., Ltd. 0192766 industrial new material stock 69804052666 intelligent technology transformation Shenggan County sub branch Co., Ltd. level and raw and auxiliary material supporting production project (phase II)
Industrial Bank Co.Ltd(601166) shares 50 Shanghai Kaytune Industrial Co.Ltd(301001) 000 Ganzhou Tengyuan cobalt
Ganzhou 330601 industry new materials Co., Ltd. 1 Tellhow Sci-Tech Co.Ltd(600590) 95556 over raised funds
Branch Co., Ltd
China China Construction Bank Corporation(601939) 3 Zhejiang Changhua Auto Parts Co.Ltd(605018) 10250 Ganzhou Tengyuan cobalt
Shenzhen China Bicycle Company (Holdings) Limited(000017) 74 industrial new material shares of Co., Ltd. 0.00 to supplement working capital
Ganzhou Ganxian sub branch Co., Ltd
Total 472558183856
As the construction of the project invested by raised funds needs a certain period, according to the construction progress of the project invested by raised funds, some of the raised funds (including over raised funds) are idle in the short term. On the premise of ensuring that the construction of investment projects with raised funds is not affected, the company uses part of the over raised funds to permanently supplement the 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, reducing the company’s financial expenses and capital use costs, and further improving the company’s operating capacity.
3、 Plans and commitments for permanent replenishment of working capital with part of over raised funds
In order to improve the overall fund use efficiency of the company and reduce financial expenses, and on the premise of ensuring the normal capital demand of the investment projects with raised funds and the use plan of raised funds, the company plans to use the over raised funds of 900 million yuan to permanently supplement the working capital, accounting for 29.94% of the total over raised funds, for the production and operation activities related to the main business.
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 using some over raised funds to permanently supplement working capital.
4、 Review procedures and relevant opinions
1. Opinions of the board of directors
At the 25th meeting of the second board of directors held on April 20, 2022, the company deliberated and adopted the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed to use the over raised funds of 900 million yuan to permanently supplement the working capital for the production and operation activities related to the company’s main business. The matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Opinions of independent directors
After verification, we believe that on the premise of ensuring the normal capital demand of the investment projects with raised funds and the use plan of raised funds, the company plans to use the over raised funds of 900 million yuan to permanently supplement the working capital for the production and operation activities related to the company’s main business, which is conducive to improving the use efficiency of raised funds, meeting the demand for working capital for the company’s business development, and reducing the company’s financial expenses and capital use costs, Further improve the company’s operating capacity. This matter has fulfilled the relevant procedures of the company’s decision-making, complied with relevant laws, regulations, normative documents, articles of association and other relevant provisions, and the relevant deliberation and voting procedures are legal and effective.
Therefore, all independent directors unanimously agreed to the proposal on using part of the over raised funds to permanently supplement working capital, and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Opinions of the board of supervisors
The company held the 15th meeting of the second board of supervisors on April 20, 2022, deliberated and approved the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed that the company would use the over raised funds of 900 million yuan to permanently supplement the working capital for the production and operation activities related to the company’s main business. The matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. Opinions of the sponsor
After verification, the sponsor believes that the company’s use of part of the over raised funds to permanently supplement the working capital is conducive to improving the use efficiency of funds and reducing the company’s operating costs, which is in line with the needs of the company’s business development, and there is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders. The company’s use of part of the over raised funds to permanently supplement the working capital has been deliberated and approved at the 25th meeting of the second board of directors and the 15th meeting of the second board of supervisors. The independent directors have expressed their independent opinions with explicit consent, fulfilled the necessary approval procedures, and need to be submitted to the general meeting of shareholders for deliberation and provide online voting methods, Comply with the provisions of relevant laws, regulations and normative documents 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 (revised in 2022), 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 companies listed on GEM.
In conclusion, the recommendation institution has no objection to the company’s use of some over raised funds to permanently supplement working capital. 7、 Documents for future reference
1. Resolutions of the 25th meeting of the second board of directors;
2. Resolutions of the 15th meeting of the second board of supervisors;
3. Independent opinions of independent directors on matters related to the 25th meeting of the second board of directors;
4. Verification opinions issued by the recommendation institution.
It is hereby announced.
Board of directors of Ganzhou Tengyuan cobalt new materials Co., Ltd
April 20, 2022
