Guosen Securities Co.Ltd(002736) about Lens Technology Co.Ltd(300433)
Verification opinions on temporarily replenishing working capital with some idle raised funds
As a sponsor of Lens Technology Co.Ltd(300433) (hereinafter referred to as " Lens Technology Co.Ltd(300433) " or "the company") issuing shares to specific objects and listing on the gem in 2020, In accordance with the provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other documents, Guosen Securities Co., Ltd. (hereinafter referred to as " Guosen Securities Co.Ltd(002736) " or "sponsor") has verified that Lens Technology Co.Ltd(300433) uses some idle raised funds to temporarily supplement working capital. The verification results are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of Lens Technology Co.Ltd(300433) issuing shares to specific objects (zjxk [2020] No. 2413) issued by China Securities Regulatory Commission, Lens Technology Co.Ltd(300433) issued 589622641 RMB common shares (A shares) to specific objects, with a par value of RMB 1 per share, an issue price of RMB 25.44 per share, and a total amount of raised funds of RMB 149999987.04, After deducting the issuance fee excluding tax of RMB 90849056.55, the net amount of raised funds is RMB 14909150930.49. Tianjian Certified Public Accountants (special general partnership) has verified the availability of the funds raised by the company's issuance of shares to specific objects on December 30, 2020, and issued the capital verification report on the funds raised by Lens Technology Co.Ltd(300433) issuance of shares to specific objects (Tianjian Yan [2020] No. 7-176). At present, the company has deposited all the above raised funds in the special account management of raised funds, and has signed a tripartite supervision agreement on raised funds with the deposit bank and the sponsor Guosen Securities Co.Ltd(002736) .
According to the contents disclosed in the company's prospectus for offering shares to specific objects and listing on the gem, the total amount of funds to be raised in this offering shall not exceed 150 million yuan. The net amount of funds raised after deducting the issuance expenses will be used to invest in the following projects. The specific projects and the amount of funds raised to be used are shown in the table below:
Unit: 10000 yuan
No. project name estimated total investment proposed to use raised funds
1 Changsha (II) park intelligent wearable and touch function panel construction project 151476.08 127898.06
2 Changsha (II) park vehicle glass and large-size functional panel construction project 453083.44 425228.80
3 Changsha (Ⅱ) park 3D touch function panel and production supporting facilities construction project 632945.16 537789.32
4 industrial Internet industrial application project 210166.95 209083.82
5. Supplementary working capital 200000.00 200000.00
Total 1647671.63 1500000.00
2、 Use of the raised funds and idle reasons
At present, the company's fund-raising projects are continuously advancing, but due to the impact of epidemic situation, core shortage, power restriction and other factors, the project investment progress is slower than expected. Therefore, the company optimized the project investment rhythm according to the market situation, and some of the raised funds were temporarily idle. As of December 31, 2021, the company has actually used 4851.7721 million yuan of raised funds, and the balance of unused raised funds is 10157.4575 million yuan (including interest income). The use of the raised funds of each project is as follows:
No. project name: net amount of raised funds to be used, used raised funds and remaining raised funds (including (10000 yuan) (10000 yuan) interest) (10000 yuan)
1 Changsha (II) park intelligent wearable and 127123.43 81134.53 46418.58 touch function panel construction project
2 Changsha (II) park vehicle glass and 422653.36 100621.51 324805.01 large-size functional panel construction project
Changsha (II) park 3D touch function
3. Construction of panel and production supporting facilities 534532.14, 100, 387 47 437767.38 project
4 industrial Internet industrial application project 207817.48 3895.69 206584.54
5. Supplementary working capital 198788.68 199138.00 170.00 twenty-four
Total 1490915.09 485177.21 1015745.75
3、 The company's previous use of idle raised funds to temporarily supplement working capital
On February 21, 2021, the company held the 45th meeting of the third board of directors and the 29th meeting of the third board of supervisors, deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company should use the temporarily idle raised funds of no more than RMB 6 billion to temporarily supplement working capital, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for raised funds after expiration. As of January 11, 2022, the company has returned all the above idle raised funds used to temporarily supplement working capital in advance and deposited them in the special account for raised funds, and the service life of the funds has not exceeded 12 months.
4、 Temporary replenishment of working capital with some idle raised funds this time
(I) the plan of temporarily replenishing working capital by using some idle raised funds this time
On the premise of ensuring the normal development of the fund demand and project investment plan of the investment project with raised funds, the company plans to use the temporarily idle raised funds of no more than RMB 6 billion to temporarily supplement the working capital in combination with the actual production, operation and financial situation. The service life shall not exceed 12 months from the date of deliberation and approval at the fifth meeting of the Fourth Board of directors, Projects invested with raised funds will be returned to the special account for raised funds when needed or due.
(II) rationality and necessity of temporarily replenishing working capital with some idle raised funds this time
With the promotion and development of the company's medium and long-term strategy and the continuous expansion of business scale, the company's demand for working capital increases. The company will temporarily idle some raised funds to supplement working capital, which is conducive to improving the use efficiency of raised funds and reducing financial expenses. The company's use of some temporarily idle raised funds to temporarily supplement working capital meets the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, guidelines for supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the company's raised funds management system And other relevant laws, regulations and normative documents do not conflict with the implementation plan of the project invested by the raised funds, affect the normal development of the investment plan of the project invested by the raised funds, or change the investment direction of the raised funds in a disguised manner.
Assuming that the one-year loan interest rate of the loan market quotation rate (LPR) published by the people's Bank of China is 3.80%, the temporary replenishment of working capital with the idle raised funds is expected to save 228 million yuan of financial expenses for the company.
(III) measures to ensure that the normal operation of the investment project with raised funds will not be affected
The company guarantees that the temporary replenishment of working capital with some idle raised funds will be limited to the production and operation related to the company's main business, and will not directly or indirectly use the idle raised funds for high-risk investments such as securities investment and derivatives trading. The supplementary working capital will be returned to the special account for raised funds when it is due or when the investment project of raised funds needs to be invested.
5、 Review opinions on temporarily replenishing working capital with some idle raised funds
The fourth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital.
(I) opinions of the board of directors
It is agreed that the company, on the premise of ensuring the normal development of the fund demand and project investment plan of the investment project with raised funds, and in combination with the actual production, operation and financial situation, use the temporarily idle raised funds of no more than RMB 6 billion to temporarily supplement the working capital, and the service life shall not exceed 30 years from the date of deliberation and approval by the board of directors
(II) opinions of independent directors
1. The company will use part of the idle raised funds to supplement the working capital temporarily, and all of them will be used for the production and operation related to the company's main business. The term is no more than 12 months from the date of deliberation and approval at the fourth meeting of the Fourth Board of directors. There is no situation that changes the purpose of the raised funds in a disguised manner or affects the normal development of the raised investment projects, Comply with the relevant legal provisions and conditions for temporarily replenishing working capital with raised funds.
2. This replenishment of working capital is conducive to better implement the company's medium and long-term development strategy, improve the use efficiency of the company's raised funds and reduce financial expenses, which is in line with the interests of the company and all shareholders.
3. The decision-making procedures for replenishing working capital this time comply with the provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the company's raised funds management system, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
In conclusion, we unanimously agree to pass this proposal.
(III) opinions of the board of supervisors
The decision-making procedures and contents of the company's use of some temporarily idle raised funds to temporarily supplement working capital comply with the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, guidelines for supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and the company's raised funds management system The provisions and requirements of relevant laws, regulations and normative documents do not conflict with the implementation plan of the project invested with raised funds, do not affect the normal development of the investment plan of the project invested with raised funds, do not change the investment direction of raised funds in a disguised manner, and are conducive to the company to improve the use efficiency of raised funds and reduce financial expenses.
It is agreed that the company, on the premise of ensuring the normal development of the fund demand and project investment plan of the investment project with raised funds, and in combination with the actual production, operation and financial situation, use the temporarily idle raised funds of no more than RMB 6 billion to temporarily supplement the working capital, and the service life shall not exceed 12 months from the date of deliberation and approval at the fourth meeting of the Fourth Board of directors, It shall be returned to the special account for raised funds when it is due or when the project invested with raised funds needs to be returned.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the short-term use of some idle raised funds for temporary replenishment of working capital will help the company improve the use efficiency of raised funds, reduce financial expenses and reduce operating costs. The company's proposal on using idle raised funds to temporarily supplement working capital has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have also expressed their independent opinions with explicit consent and fulfilled the necessary approval procedures, It complies with the provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies.
Therefore, the recommendation institution has no objection to the issuer's use of some idle raised funds to temporarily supplement working capital.
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(there is no text on this page, which is the signature and seal page of Guosen Securities Co.Ltd(002736) verification opinions on Lens Technology Co.Ltd(300433) temporarily replenishing working capital with idle raised funds)
Sponsor representative:
Li qinjun, Cui Wei
Guosen Securities Co.Ltd(002736) mm / DD / yy
