Dongxing Securities Corporation Limited(601198)
Verification opinions on Ganzhou Tengyuan cobalt new materials Co., Ltd. using part of the over raised funds to permanently supplement the working capital
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 requirements of relevant laws, regulations and normative documents such as 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, The company has verified the use of some over raised funds to permanently supplement working capital. 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.
In order to standardize the use and management of the company's raised funds and protect the rights and interests of investors, according to the regulation of listed companies
Guideline No. 2 - regulatory requirements for the management and use of raised funds by listed companies, Shenzhen Stock Exchange
The Listing Rules of the industry board, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - Gem
The provisions of relevant laws and regulations such as "standardized operation of listed companies" and the company's "measures for the administration of raised funds" shall apply to the company
A special account for raised funds has been opened and has been established with Bank Of China Limited(601988) Ganxian sub branch and China Merchants Bank Co.Ltd(600036) shares
Ltd. Ganzhou branch, Industrial And Commercial Bank Of China Limited(601398) Ganxian sub branch, Industrial Bank Co.Ltd(601166) Co., Ltd
Company: Ganzhou branch, China Construction Bank Corporation(601939) Ganzhou Ganxian sub branch, and sponsor Dongxing Securities Corporation Limited(601198)
The company signed the tripartite supervision agreement on raised funds.
The opening of the above special account for raised funds and the balance as of March 31, 2022 are as follows:
Unit: 10000 yuan
No. Account No. account name of opening bank special account balance fund purpose
Annual output of 20000 tons of cobalt 10000 ton nickel metal quantity Series 1 Bank Of China Limited(601988) shares 191752938998 Ganzhou Tengyuan cobalt industry new materials 9893372 products Remote Intelligent Technology Co., Ltd. Ganxian Sub Branch materials Co., Ltd. technical transformation and upgrading and raw and auxiliary materials Material supporting production project (phase II)
Annual output of 20000 tons of cobalt 1 China Industrial And Commercial Bank Of China Limited(601398) shares 2 copies of 10000 ton nickel metal series Co., Ltd. Ganxian 1510229029000192766 Ganzhou Tengyuan cobalt industry new material 6980405 product remote intelligent technology sub branch material Co., Ltd. technical transformation and upgrading and raw and auxiliary materials Material supporting production project (phase II)
China China Construction Bank Corporation(601939) shares Ganzhou Tengyuan cobalt new materials
Ganzhou 3 Zhejiang Changhua Auto Parts Co.Ltd(605018) 1025 Ping An Bank Co.Ltd(000001) 774 Material Co., Ltd. - Supplementary working capital Ganxian sub branch
4 China Merchants Bank Co.Ltd(600036) shares have 79790 Jiangsu Zhongchao Holding Co.Ltd(002471) 0869 Ganzhou Tengyuan cobalt industry new material 14376131 over raised funds
Ganzhou branch material Co., Ltd
5 Industrial Bank Co.Ltd(601166) shares have 50301 Tcl Technology Group Corporation(000100) 330601 Ganzhou Tengyuan cobalt industry new material 16005910 over raised funds
Ganzhou branch material Co., Ltd
Total - 47255818——
Since the construction of projects invested with raised funds requires a certain period, according to the construction progress of projects invested with raised funds,
At this stage, the raised funds (including over raised funds) are partially idle in the short term.
Ensure that the raising is not affected
On the premise of capital investment project construction, the company uses part of the over raised funds to permanently supplement the working capital, which is conducive to
Improve the use efficiency of raised funds, meet the needs of the company's business development for working capital, reduce the company's financial expenses and capital use costs, and further improve 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、 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 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.
(II) independent opinions of independent directors
After verification, the independent directors believe that: on the premise of ensuring the normal progress of the capital demand of the raised capital investment projects and the use plan of the raised capital, the company plans to use the over raised capital 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 the raised capital, meeting the needs of the company's business development for working capital, 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, the independent directors unanimously agreed to the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed to submit it 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 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.
6、 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.
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(there is no text on this page, which is the signature and seal page of Dongxing Securities Corporation Limited(601198) on the verification opinions of Ganzhou Tengyuan cobalt industry new material Co., Ltd. on permanently replenishing working capital with some over raised funds)
Sponsor representative:
Wu Dong, Cui Yongxin
Dongxing Securities Corporation Limited(601198)
specific date
