Guosen Securities Co.Ltd(002736)
About Zhejiang Zhengguang Industrial Co.Ltd(301092)
Use the bank acceptance bill to pay the funds required by the raised funds to invest in the project, and
Verification opinions on equal replacement of fund-raising funds
Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) ” or “sponsor”) as a sponsor of Zhejiang Zhengguang Industrial Co.Ltd(301092) (hereinafter referred to as ” Zhejiang Zhengguang Industrial Co.Ltd(301092) ” and “company”) for initial public offering of shares and listing on GEM, According to 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, the guidelines for the information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, and the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020) According to the relevant provisions of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, Zhejiang Zhengguang Industrial Co.Ltd(301092) uses bank acceptance bills to pay the funds required for the investment projects with raised funds and replaces them with the raised funds in the same amount, and this verification opinion is issued. The verification is as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of Zhejiang Zhengguang Industrial Co.Ltd(301092) initial public offering (zjxk [2021] No. 2803) issued by the China Securities Regulatory Commission on August 27, 2021, the company issued 3333333334 ordinary shares (a) in RMB for the first time, with the issuing price of 36.31 yuan per share and the total raised funds of 1210333400 yuan; After deducting the issuance expenses, the net amount of funds actually raised was 1099975600 yuan. All the above raised funds were received on October 25, 2021. Tianjian Certified Public Accountants (special general partnership) verified the availability of funds for the company’s initial public offering of shares, and issued the capital verification report (tianjianyan [2021] No. 580) on October 25, 2021. The company and its subsidiaries have managed the raised funds in a special account and signed a supervision agreement on the raised funds with the deposit bank and the sponsor. All the above raised funds have been deposited in the special account for the management of the raised funds.
2、 Investment projects with raised funds
According to the company’s prospectus for initial public offering and listing on GEM, the funds raised from the company’s initial public offering of RMB common shares (A shares) will be invested in the following items after deducting the issuance expenses
Purpose:
Unit: 10000 yuan
No. project content total investment amount of the project proposed to use the investment amount of raised funds
One year 15000 tons of food grade resin production line and 1360000 intelligent warehouse technical transformation project
2. Technological transformation project of 2300t / a macroporous adsorption resin 522900522900
3 plant automation upgrading project 463400463400
4 construction project of 422900 R & D center of ion exchange resin technology of Ningbo Zhengguang resin Co., Ltd
5. Supplementary working capital 10 Ping An Bank Co.Ltd(000001) 000000
Total 3769200
The net amount of funds actually raised by the company was 1099975600 yuan, of which the amount of over raised funds was 723055600 yuan. The company held the resolutions of the 13th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors on November 25, 2021, and the resolutions of the first extraordinary general meeting of shareholders in 2021 on December 10, 2021, The proposal on using part of the over raised funds to permanently supplement working capital and the proposal on using part of the over raised funds to invest in functional polymer new material projects and establish a wholly-owned subsidiary were deliberated and adopted. Of the over raised funds of 7230556 million yuan, 216.9 million yuan was used to permanently supplement working capital and 5061556 million yuan was used to invest in functional polymer new material projects, And set up a wholly-owned subsidiary in Jingmen City, Hubei Province as the investment and operation subject of the project.
3、 The operation process of using bank acceptance bills to pay the funds required by the raised funds for investment projects and replacing them with the raised funds in equal amount
In order to strengthen the management of the use of the raised funds, the company uses bank acceptance bills to pay the funds required for the investment projects of the raised funds and replaces them with the raised funds in the same amount. The main operating procedures and requirements are as follows:
1. According to the construction progress of the raised investment project, the project management department shall confirm the funds that can be paid by bank acceptance bill, and sign relevant contracts after performing the corresponding internal approval procedures;
2. For specific payment, the relevant department shall fill in the payment application form, indicate that the payment method is bank acceptance bill according to the contract terms, and approve it level by level according to the company’s fund payment approval procedure. The financial department shall handle the payment (or endorsement transfer) of bank acceptance bill according to the approved payment application form, and establish the corresponding account; 3. The financial department shall establish a special account, count the funds paid by bank acceptance bills for raised investment projects one by one, prepare the summary details of bank acceptance bills, letters of credit and other payments on a monthly basis, and regularly copy them to the recommendation institution and the recommendation representative;
4. After the recommendation institution and the recommendation representative have no objection to the above detailed statement, the financial department shall regularly submit a replacement application to the bank in charge of the raised funds, and the bank in charge will transfer the equivalent funds paid for the raised investment project through the bank acceptance bill from the special account of the raised funds to the general account of the company;
5. When the bank acceptance bill not endorsed and transferred is due, the company will pay with its own funds and will no longer use the funds in the special account for raised funds;
6. The recommendation institution and the recommendation representative shall have the right to supervise the company’s use of bank acceptance bills to pay the funds of raised investment projects through on-site verification, written inquiry and other means. The company and the raised funds storage bank shall cooperate with the recommendation institution and the recommendation representative in their investigation and inquiry.
4、 Impact on the implementation and daily operation of the company’s raised investment projects
The company uses the bank acceptance bill to pay the funds required for the investment project of the raised funds and replaces them with the raised funds in the same amount, which is conducive to improving the overall fund use efficiency of the company, reducing the fund use cost, does not affect the normal construction of the investment project of 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. 5、 Relevant review procedures and opinions
(I) deliberation procedures of the board of directors
On April 22, 2022, the company held the 16th meeting of the 5th board of directors to consider and pass the proposal on using bank acceptance bills to pay the funds required for raised investment projects and replacing them with the raised funds in equal amount. All independent directors of the company expressed their independent opinions on the proposal. This matter is within the decision-making authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
(II) deliberation procedures of the board of supervisors
The company held the 13th meeting of the 5th board of supervisors on April 22, 2022 to consider and pass the proposal on using bank acceptance bills to pay the funds required for raised investment projects and replace them with the raised funds in equal amount. The board of supervisors believes that this matter is conducive to improving the flexibility of the use of raised funds, improving the overall fund operation efficiency of the company, reducing the cost of fund use, and does not affect the normal progress of the investment plan of raised funds, There is no disguised change in the purpose of the raised funds, nor any damage to the interests of the company and shareholders. The board of supervisors unanimously agreed to the proposal that the company use bank acceptance bills to pay the funds required for the raised investment projects and replace them with the raised funds in equal amount.
(III) opinions of independent directors
The company uses the bank acceptance bill to pay the funds required for the raised investment project and replaces the raised funds in the same amount, which is conducive to improving the flexibility and use efficiency of the raised funds, improving the overall fund operation efficiency of the company, reducing the use cost of funds, without affecting the normal progress of the investment plan of the raised funds, changing the investment direction of the raised funds in a disguised manner, harming the interests of shareholders, or harming the company and all shareholders, Especially the interests of minority shareholders, and the necessary examination and approval procedures have been performed. Therefore, all independent directors unanimously agree that the company will use bank acceptance bills to pay the funds required for the raised investment projects and replace them with the raised funds in the same amount.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: the company’s use of bank acceptance bills to pay the funds required for the raised investment projects and the replacement of the raised funds in the same amount has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their consent and performed the necessary legal procedures. The implementation of the above matters will not affect the normal progress of the investment project with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised form and damaging the interests of shareholders. The matter has been deliberated and approved at the 16th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors of the company. The independent directors have expressed their explicit consent and fulfilled the necessary approval procedures. The use of some over raised funds to permanently supplement working capital does not violate 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 (revised in December 2020), 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 laws, regulations, rules and regulations.
In conclusion, the recommendation institution has no objection to the company’s use of bank acceptance bill to pay the funds required for the raised investment project and replace it with the raised funds in the same amount.
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(there is no text on this page, which is the signature page of Guosen Securities Co.Ltd(002736) verification opinions on Zhejiang Zhengguang Industrial Co.Ltd(301092) using bank acceptance bill to pay the funds required for the investment project with raised funds and replace them with the raised funds in the same amount)
Sponsor representative:
Jin Jun, Yan Kai
Guosen Securities Co.Ltd(002736) MM DD YY
