About Minsheng Securities Co., Ltd
Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd
Verification opinions on using raised funds to replace self raised funds invested in projects raised in advance Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities" or "sponsor") as a sponsor of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as "Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) " 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, 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, Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) used the raised funds to replace the self raised funds invested in the raised projects in advance. The verification results and verification opinions are as follows:
1、 Overview of investment and replacement of raised funds
According to the reply on Approving the registration of initial public offering of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (zjxk [2021] No. 3216) issued by China Securities Regulatory Commission, the company agreed to register. The company issued 40000000 ordinary shares (A shares) for the first time, with a par value of 1 yuan per share and an issue price of 10.48 yuan / share, and the total amount of funds raised was 4192000000 yuan, The net amount of the company's funds raised is RMB 191978686 (excluding the actual issuance tax), which is related to the company. The above raised funds were transferred to the designated account of the company on December 2, 2021. Huaxing Certified Public Accountants (special general partnership) verified the availability of the raised funds and issued the capital verification report of "Huaxing Yan Zi [2021] No. 21 Jointo Energy Investment Co.Ltd.Hebei(000600) 315". The company signed the tripartite supervision agreement on raised funds with the recommendation institution and the bank storing the raised funds to jointly supervise the use of the raised funds. As of March 31, 2022, the company has used raised funds (including over raised funds) of RMB 250000000 for cash management, and used RMB 80million to complete one of the projects invested with raised funds to supplement the working capital project, with a balance of RMB 400691 million.
The situation and replacement arrangement of the company's self raised funds invested in the raised investment projects in advance are as follows:
Unit: 10000 yuan
Total investment amount of raised funds committed investment amount of self owned funds to be replaced as of the disclosure date
Amount invested in the project
R & D center construction 999188548188 761.32 761.32 project
2、 Implementation of replacement of early investment with raised funds
According to the company's prospectus for initial public offering and listing on GEM, the company has made arrangements for the replacement of early investment with raised funds, That is, "before the funds raised by this issuance and listing are in place, the company will invest with self raised funds according to the actual situation of the project progress, and replace them after the funds raised are in place. If the funds raised cannot meet the investment needs of all the above projects, the insufficient part shall be raised by the company."
The proposed replacement scheme complies with the provisions of 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, the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and does not conflict with the implementation plan of the investment project with raised funds, and does not affect the normal progress of the investment plan with raised funds, There is also no case of changing the purpose of the raised funds in a disguised form. The replacement time of the raised funds is no more than six months from the arrival time of the raised funds, which is in line with the relevant provisions of laws and regulations.
3、 Review procedures and relevant opinions for implementation
(I) deliberations of the board of directors
On April 21, 2022, the sixth meeting of the second board of directors of the company deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the raised projects in advance, and agreed that the company would use the raised funds of 7.6132 million yuan to replace the self raised funds invested in the raised projects in advance.
(II) deliberation of the board of supervisors
On April 21, 2022, the fourth meeting of the second session of the board of supervisors of the company deliberated and approved the proposal on replacing self raised funds invested in raised investment projects in advance with raised funds. The board of supervisors held that the contents and procedures of the company's use of raised funds to replace self raised funds invested in raised investment projects in advance comply with the relevant provisions of relevant laws, regulations and normative documents, and do not conflict with the implementation plan of raised funds investment projects, It will not affect the normal progress of the investment projects 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, which is conducive to the sustainable development of the company and the interests of all shareholders. The board of supervisors approved the company to use the raised funds of 7.6132 million yuan to replace the self raised funds invested in the raised projects in advance.
(III) opinions of independent directors
After verification, the independent directors believe that the company's use of the raised funds to replace the self raised funds invested in the raised investment projects in advance meets the requirements of relevant laws and regulations, has fulfilled the necessary approval procedures, does not conflict with the implementation plan of the raised funds investment projects, does not affect the normal progress of the raised funds investment projects, and is conducive to improving the use efficiency of the raised funds, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders. Therefore, we agree that the company will use the raised funds to replace the self raised funds invested in the raised projects in advance.
(IV) assurance opinion of accounting firm
According to the verification report on Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. investing the raised funds in advance with the self raised funds issued by Huaxing Certified Public Accountants (special general partnership), the company has complied with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies and The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and other relevant laws, regulations and systems timely, truly, accurately and completely disclosed the investment projects invested with raised funds in advance with self raised funds, and there were no violations of raised funds management.
4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's use of raised funds to replace the self raised funds invested in the raised investment projects in advance has been deliberated and approved at the sixth meeting of the second board of directors and the fourth meeting of the second board of supervisors, and the independent directors of the company have expressed their independent opinions on the matter, Huaxing Certified Public Accountants (special general partnership) issued the assurance report on Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. investing the raised funds in advance with the self raised funds, performed the necessary review procedures and complied with the provisions of relevant laws and regulations and the rules of the exchange.
The replacement time of the company's raised funds this time is less than 6 months from the arrival time of the raised funds, which complies 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, etc Regulations and rules. The use of the company's raised funds this time is in line with the implementation plan of the investment project of the raised funds, and there is no situation of changing the use purpose of the raised funds in a disguised form, which will not affect the normal progress of the investment plan of the raised funds.
In conclusion, the recommendation institution has no objection to the company's use of the raised funds to replace the early investment.
(there is no text on this page, which is the signature page of the verification opinions of Minsheng Securities Co., Ltd. on Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. using raised funds to replace self raised funds invested in projects with raised funds in advance)
Sponsor representative:
Du Feng, Chen Yu
Minsheng Securities Co., Ltd
