Dongxing Securities Corporation Limited(601198)
Verification opinions on Ganzhou Tengyuan cobalt new materials Co., Ltd. using bank acceptance bill to pay the funds required for the raised funds project and replace it with the raised funds in the same amount
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) ” or “sponsor”) as a sponsor of Ganzhou Tengyuan cobalt industry new materials Co., Ltd. (hereinafter referred to as “Tengyuan cobalt industry” or “company”) for initial public offering and listing on GEM, In accordance with 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 (revised in 2022), the Listing Rules of GEM stocks of Shenzhen Stock Exchange and 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 company has verified the use of bank acceptance bills to pay the funds required for the fund-raising projects and replace them with the raised funds in the same amount. The verification results are as follows:
1、 Basic information of raised funds
With the approval of registration of initial public offering of Ganzhou Tengyuan cobalt new materials Co., Ltd. (zjxk [2021] No. 4042) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), and with the consent of Shenzhen Stock Exchange, the company issued 31486900 ordinary shares (A shares) with a par value of RMB 1.00 per share, The issue price is 173.98 yuan / share, the total amount of funds raised is 547809086200 yuan, after deducting the relevant issuance expenses (excluding tax) of 274 Jiangsu Lihua Animal Husbandry Co.Ltd(300761) 3 yuan, the actual net amount of funds raised is 520378078588 yuan, including 21980000000 yuan of funds raised for investment projects and Bizconf Telecom Co.Ltd(300578) 078588 yuan of funds raised. The above raised funds have been transferred to the designated account of the company on March 14, 2022, have been verified by Grant Thornton Certified Public Accountants (special general partnership), and the capital verification report (Grant Thornton Yan Zi [2022] No. 351c000126) was issued on March 14, 2022.
The company has stored and managed the above raised funds in a special account in accordance with the regulations. After the raised funds are received, they are all deposited in the special account for raised funds, and signed the tripartite supervision agreement for raised funds with the sponsor and the bank with which the special account is opened.
2、 Details of using bank acceptance bill to pay the funds required for the raised investment project and replacing it with the raised funds in equal amount
In order to further strengthen the use management of raised funds and ensure that bank acceptance bills are used for investment projects with raised funds, the company has formulated relevant operating procedures and risk control, as follows:
(I) operation process
1. According to the progress of relevant equipment procurement and infrastructure construction of the raised investment project, the construction implementation unit of the raised investment project or the chief engineer’s office, electromechanical department, business department and production department are responsible for confirming the amount that can be paid by bank acceptance bill, and signing relevant transactions and payment contracts after performing the corresponding approval procedures.
2. For the specific payment of bank acceptance bill, the construction and implementation unit of the raised investment project or the chief engineer’s office, the electromechanical department, the business department and the production department shall fill in the payment application form, and indicate that the payment method is bank acceptance bill, which shall be reviewed level by level according to the approval procedure for the use of funds specified in the company’s measures for the administration of raised funds. According to the approved payment application form, the finance department shall handle the payment of bank acceptance bills, establish a standing book for using bank acceptance bills to pay raised investment projects, and record the payment of raised investment projects paid by bank acceptance bills one by one.
3. The finance department shall prepare the summary and details of the payment of bank acceptance bills in the current month on a monthly basis, report to the general manager of the company for approval at the end of each month, and send a copy to the sponsor representative. If the accumulated amount of the current month reaches 20 million yuan but not at the end of the month, it shall be reported to the general manager of the company for approval and copied to the sponsor representative; After the approval of the general manager and no objection from the sponsor representative, the finance department shall submit a written application for replacement of raised funds equal to the bank acceptance bill to the special account supervision bank for raised funds.
4. The funds raised by the company will be transferred from the acceptance account of the general investment bank and the use account of the supervision bank after the approval of the raised funds.
(II) risk control
1. The Finance Department of the company shall formulate a special approval process for fund application. The chief engineer’s office, electromechanical department, business department and production department shall apply for payment in strict accordance with the process. The finance department shall issue a bank acceptance bill for payment or use the received bank acceptance bill for payment according to the approved fund application;
2. The Finance Department of the company shall establish a bank acceptance bill management account, prepare the summary details of the payment of bank acceptance bills on a monthly basis, and separately file the summary details of the payment of raised funds in this form, transaction contracts, payment vouchers, copies of bank acceptance bills and approval documents, so as to ensure that the raised funds are only used for the investment projects of the raised funds;
3. In the process of using the bank acceptance bill to pay for the investment projects with raised funds, the relevant departments must strictly abide by the relevant provisions of the company’s measures for the management of raised funds. (III) impact on the company
The company uses the bank acceptance bill to pay the funds required for the raised investment project, and carries out equal replacement with the raised funds, which is conducive to improving the use efficiency of the raised funds and reducing the use cost of funds, which is in line with the interests of the company and all shareholders. This matter does not affect the normal progress of the raised investment project, and there is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders.
3、 Relevant review procedures and review opinions
(I) deliberation 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 approved the proposal on using bank acceptance bills to pay the funds required for fund-raising projects and replace them with the raised funds in the same amount, and agreed to use bank acceptance bills to pay the funds required for fund-raising projects and replace them with the raised funds in the same amount. The matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) independent opinions of independent directors
After verification, the independent directors believe that the company’s use of bank acceptance bills to pay the funds required for the fund-raising projects and equal replacement with the raised funds is conducive to improving the use efficiency of the raised funds and reducing the use cost of the funds, which will not adversely affect the normal business activities of the company, affect the normal implementation of the investment projects of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised form, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. 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, the independent directors unanimously agreed to the proposal on using bank acceptance bills to pay the funds required for the fund-raising projects and replace them in the same amount as the raised funds, and agreed to submit them to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) deliberation opinions of the board of supervisors
The company held the 15th meeting of the second session of the board of supervisors on April 20, 2022, deliberated and approved the proposal on using bank acceptance bills to pay the funds required for fund-raising projects and replace them in the same amount as the raised funds, and agreed that the company should use bank acceptance bills to pay the funds required for fund-raising projects and replace them in the same amount as the raised funds. The matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of bank acceptance bills to pay for the funds required for the fund-raising projects and equal replacement with the raised funds has been deliberated and approved by the board of directors and the board of supervisors. The independent directors have issued clear independent opinions and fulfilled the necessary approval procedures, which need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, which is in line with the provisions of relevant laws and regulations. The company’s use of bank acceptance bills to pay the funds required for the fund-raising projects and equal replacement with the raised funds is conducive to improving the use efficiency of the raised funds, reducing the use cost of funds, not affecting the normal operation of the company, not affecting the normal progress of the investment projects of the raised funds, and there is no change or disguised change in the investment direction of the raised funds and damaging the interests of shareholders.
In conclusion, the recommendation institution has no objection to the company’s use of bank acceptance bills to pay the funds required for the raised funds and replace them in the same amount as the raised funds.
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(there is no text on this page, which is the signature and seal page of Dongxing Securities Corporation Limited(601198) the verification opinion on Ganzhou Tengyuan cobalt new materials Co., Ltd. using bank acceptance bill to pay the funds required for the raised funds project and replace it with the raised funds in the same amount)
Sponsor representative:
Wu Dong, Cui Yongxin
Dongxing Securities Corporation Limited(601198)
specific date
