AVIC Securities Co., Ltd. about Guangzhou Jointas Chemical Co.Ltd(002909)
Continue to use some idle raised funds to supplement working capital temporarily
Verification opinions
AVIC Securities Co., Ltd. (hereinafter referred to as “AVIC securities” and “sponsor”) as a sponsor of Guangzhou Jointas Chemical Co.Ltd(002909) (hereinafter referred to as “company” and ” Guangzhou Jointas Chemical Co.Ltd(002909) “) non-public issuance and listing of A-share shares, in accordance with the measures for the administration of securities issuance and listing sponsor business According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other relevant provisions, prudent due diligence has been conducted on Guangzhou Jointas Chemical Co.Ltd(002909) continuing to use some idle raised funds to supplement working capital temporarily, The verification opinions are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Guangzhou Jointas Chemical Co.Ltd(002909) non-public development shares (zjxk [2020] No. 2581) of China Securities Regulatory Commission, the company has issued 32715375 new shares to specific investors in December 2020, with an issue price of 9.17 yuan / share and a total raised capital of 29999988.75 yuan. After deducting various issuance expenses of 22625203.18 yuan, The net amount of funds actually raised was 277374785.57 yuan. The above raised funds have been received on December 24, 2020, verified by Tianzhi International Certified Public Accountants (special general partnership) and issued a capital verification report (tzyz [2020] No. 42229). 2、 Use of raised funds
As of January 12, 2022, the company has invested 104.3008 million yuan of raised funds, and the balance of the special account for raised funds (including the net amount of interest income deducting bank charges) is 174.3649 million yuan. The use of raised funds is as follows:
Unit: 10000 yuan
No. of balance of raised funds item name of raised funds distribution of raised funds used (including the net amount of interest income amount deducting bank handling charges)
Annual output of neutral silicone
Sealant 80000
1t and modified silicone 20387.48 3760.84 16748.91 sealant 30000
Ton project
Annual output of two-component silicon
2 rubber 15000 tons 6629.24 687.58
And vinyl silicone oil 7350.00
8000 ton project
Total 27737.48 10430.08 17436.49
3、 Temporary replenishment of working capital with idle raised funds this time
(I) overview of supplementary working capital
According to the use plan and project progress of the company’s raised funds, some of the raised funds are idle in the short term. In order to meet the needs of daily operation, reduce the company’s operating costs and improve the use efficiency of raised funds, the company plans to use idle raised funds of no more than 100 million yuan to temporarily supplement working capital on the premise of ensuring the normal capital demand of the investment projects with raised funds and the use plan of raised funds, combined with the company’s production and operation needs and financial situation, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company. The company uses the idle raised funds for temporary replenishment of working capital. According to the bank’s one-year benchmark loan interest rate (LPR) of 3.80% in the same period, it is expected to save about 3.8 million yuan of financial expenses.
(II) description of supplementary working capital
This time, some idle raised funds will be temporarily supplemented with working capital, which is only limited to the production and operation related to the main business; If the project invested with raised funds needs to use funds due to the implementation progress, the company will return the raised funds used for replenishment to the special account of raised funds in time, so as to ensure the smooth progress of the investment of the project invested with raised funds, will not affect the normal progress of the project plan invested with raised funds, and will not change the purpose of the raised funds in a disguised form; The company has not made high-risk investments such as securities investment in the last 12 months, and will not engage in high-risk investments such as securities investment and derivatives trading within 12 months after using idle raised funds to temporarily supplement working capital, and will not provide financial assistance to objects other than holding subsidiaries.
The company will do a good job in the deposit, management and use of raised funds in strict accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant provisions. Before the expiration of the period for temporarily replenishing working capital with some idle raised funds, it shall be returned to the special account for raised funds in time.
4、 Decision making procedure
(I) deliberations of the board of directors
The company held the 6th meeting of the 3rd board of directors, deliberated and approved the proposal on continuing to use some idle raised funds to temporarily supplement working capital, and agreed that the company would continue to use the idle raised funds of RMB 100 million to temporarily supplement working capital, which would be used for production and operation, and the service life would not exceed 12 months from the date of deliberation and approval by the board of directors.
(II) deliberations of the board of supervisors
The fifth meeting of the third board of supervisors of the company deliberated and adopted the proposal on continuing to use some idle raised funds to supplement working capital temporarily. The board of supervisors of the company believes that the company plans to temporarily use the idle raised funds of no more than 100 million yuan to supplement working capital for a period of no more than 12 months from the date of deliberation and approval by the board of directors.
This matter is conducive to improving the use efficiency of the company’s raised funds, reducing the company’s financial expenses, following the principle of maximizing the interests of shareholders, will not affect the construction progress of the investment projects with raised funds, and complies with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of main board listed companies and other relevant provisions. The board of supervisors unanimously agreed that the company shall use the idle raised funds of no more than 100 million yuan to supplement the working capital temporarily, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
(III) opinions of independent directors
The independent directors of the company expressed independent opinions that: the company uses some idle raised funds to temporarily supplement working capital, which is conducive to reducing the company’s financial expenses, improving the use efficiency of raised funds, and meeting the needs of safeguarding the development interests of the company and maximizing the interests of shareholders; The use of the raised funds will not affect the normal progress of the investment projects of the raised funds, and there is no disguised change in the purpose of the raised funds and damage to the interests of shareholders. We agree that the company will use the idle raised funds of no more than 100 million yuan to temporarily supplement the working capital, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
5、 Opinions of the sponsor
After verification, the sponsor believes that the company’s continued use of some idle raised funds from the non-public offering of shares to temporarily supplement working capital has been deliberated and adopted at the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors, and the independent directors of the company have issued explicit consent opinions, Comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the self-discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange.
The company’s continued use of some idle raised funds from this non-public offering of shares to temporarily supplement working capital will not affect the company’s daily operation, the normal operation of the investment projects of the raised funds, and there is no situation of changing the use purpose of the raised funds in a disguised form; It can meet the needs of the company’s production and operation for daily working capital, save financial expenses, improve the efficiency of capital use, and meet the interests of the company and all shareholders. The recommendation institution has no objection to Guangzhou Jointas Chemical Co.Ltd(002909) the use of some idle raised funds to temporarily supplement working capital.
(there is no text on this page, which is the signature page of AVIC Securities Co., Ltd. on Guangzhou Jointas Chemical Co.Ltd(002909) continuing to use some idle raised funds to temporarily supplement working capital)
Sponsor representative:
Mao Jun, Chen Jing
AVIC Securities Co., Ltd
