Zhongtian Guofu Securities Co., Ltd
Verification opinions of Wuhan Tianyuan environmental protection Co., Ltd. using raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid issuance expenses
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “Zhongtian Guofu securities” or “sponsor”) as a sponsor under the continuous supervision of Wuhan Tianyuan environmental protection Co., Ltd. (hereinafter referred to as “Tianyuan environmental protection” or “company”), in accordance with the measures for the administration of securities issuance and listing recommendation business and the rules for the listing of stocks on the gem of Shenzhen Stock Exchange The requirements of laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, The self raised funds that have been invested in advance and paid for the issuance expenses have been carefully checked by Tianyuan environmental protection. The specific circumstances are as follows: I. overview of the investment and replacement of raised funds
According to the reply on Approving the registration of initial public offering of Wuhan Tianyuan environmental protection Co., Ltd. (zjxk [2021] No. 3712) issued by China Securities Regulatory Commission, Wuhan Tianyuan environmental protection Co., Ltd. was approved to issue 102.5 million ordinary shares to the public at an issue price of RMB 12.03 per share, The total amount of funds raised is RMB 1233075000. After deducting the underwriting and recommendation fees, issuance registration fees and other transaction expenses totaling RMB 105.182 million, the actual net amount of funds raised is RMB 1127893000. Zhongshen Zhonghuan Certified Public Accountants (special general partnership) verified the availability of the raised funds and issued the capital verification report (Zhong Huan Yan Zi (2021) No. 0100094) on December 27, 2021.
After the raised funds were received, the company and its wholly-owned subsidiary Yibin tianbai Sewage Treatment Engineering Construction Management Co., Ltd. stored the raised funds in a special account, and signed the tripartite supervision agreement for raised funds and the Quartet supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds. As of January 17, 2022, 17.813 million yuan of raised funds have been used, with a balance of 1110.3723 million yuan (including 292300 yuan of interest settlement in the special account for raised funds).
(I) replacement of raised funds and self raised funds of projects invested in raised funds in advance
Before the funds raised this time are in place, the company has invested the raised investment projects with self raised funds in advance. As of January 17, 2022, the company has invested a total of 63.8482 million yuan in the raised projects with self raised funds in advance. The specific investment is as follows:
Unit: RMB 10000
Project name total investment raised funds committed self owned funds invested amount of investment to be replaced
Construction project of tianbai sewage treatment plant (phase III) of Cuiping District, Yibin City 17928.37 17928.37 5891.93 5891.93
Environmental protection equipment intelligent manufacturing production line 8678.82 8678.82 394.11 394.11 upgrading project
Marketing center and marketing network construction 4871.48 4871.48 98.78 98.78 project
Total 31478.67 6384.82 6384.82
(II) replacement of paid issuance expenses with raised funds
The total cost of this public offering is 105.182 million yuan (excluding tax), of which the underwriting and recommendation fee of 70.7401 million yuan (excluding tax) has been deducted from the raised funds. As of January 17, 2022, the company has paid the issuance fee of 4.9057 million yuan (excluding tax) with self raised funds, of which the recommendation fee is 943400 yuan (excluding tax), The audit fee is 2075500 yuan (excluding tax), and the lawyer fee is 1886800 yuan (excluding tax). The issuance cost to be replaced this time is 4.9057 million yuan (excluding tax).
To sum up, the company plans to use the raised funds of 68.7539 million yuan to replace the self raised funds invested in the investment projects with the raised funds in the early stage and the issuance expenses paid with the self raised funds. 2、 Implementation of replacement of early investment with raised funds
According to the prospectus of Wuhan Tianyuan environmental protection Co., Ltd. for initial public offering and listing on GEM (hereinafter referred to as the “prospectus”), the company plans to use the raised funds for the construction project of tianbai sewage treatment plant (phase III) in Cuiping District, Yibin City, the upgrading project of intelligent manufacturing production line of environmental protection equipment, the upgrading and reconstruction project of R & D center Marketing center and marketing network construction projects and supplementary working capital. According to the prospectus, before the funds raised this time are in place, the company will first invest in the above-mentioned projects with self raised funds. After the funds raised are in place, the funds raised will replace the above-mentioned funds. This replacement is consistent with the disclosure in the prospectus.
The company plans to replace the early investment funds with self raised funds, and the replacement time of raised funds is less than six months from the arrival time of raised funds. The exchange of raised funds complies with the provisions of laws, regulations and normative documents such as the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the Listing Rules of gem shares of Shenzhen Stock Exchange and the relevant arrangements of issuance application documents, and does not affect the normal progress of the investment plan of raised funds, There is no case of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. 3、 Review procedures and relevant opinions (I) opinions of the board of directors
The 8th meeting of the 5th board of directors of the company deliberated and approved the proposal on using the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses, It is agreed that the company shall comply with 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 companies listed on GEM According to the provisions of the normative documents and the relevant arrangements of the issuance application documents, the total amount of self raised funds invested in advance is RMB 68.7539 million by using the funds raised in this issuance, including RMB 63.8482 million by replacing the self raised funds invested in the projects raised in advance and RMB 4.9057 million (excluding tax).
(II) opinions of the board of supervisors
The fourth meeting of the 5th board of supervisors of the company deliberated and approved the proposal on using raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid issuance expenses. The board of supervisors believes that the replacement time of the company’s raised funds this time is no more than six months from the arrival time of the raised funds. The replacement of the self raised funds invested in advance by the raised funds this time is consistent with the contents in the issuance application documents, does not conflict with the implementation plan of the investment projects invested by the raised funds, and will not affect the normal progress of the investment projects invested by the raised funds, Nor does it change the purpose of the raised funds in a disguised form and damage the interests of shareholders. The board of supervisors agreed that the company would use the raised funds to replace the self raised funds invested in advance as of January 17, 2022, including 63.8482 million yuan of self raised funds invested in the raised projects in advance and 4.9057 million yuan of issued expenses paid (excluding tax).
(III) opinions of independent directors
The independent directors of the company believe that the company’s use of the raised funds to replace the self raised funds and paid issuance expenses that have been invested in the raised investment projects in advance, the approval procedures are legal and compliant, which will not affect the normal implementation of the raised investment projects, nor will it change the investment direction of the raised funds in a disguised manner and damage the interests of the company and shareholders. The replacement time of raised funds is less than six months from the time of receipt of raised funds, which complies with the relevant provisions of relevant laws, regulations and normative documents, such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. Therefore, we unanimously agree that the company will use the raised funds to replace the self raised funds invested in advance, totaling RMB 68.7539 million. (IV) assurance opinion of accounting firm
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued the assurance report on Wuhan Tianyuan environmental protection Co., Ltd. pre invested projects with self raised funds and paid issuance fees (Zhonghuan zhuanzi (2022) No. 011009), It is believed that the special instructions on the company’s pre investment of raised investment projects with self raised funds and the issuance fees paid have been prepared in accordance with the relevant requirements of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM issued by Shenzhen Stock Exchange, In all major aspects, it truthfully reflects the situation that Tianyuan environmental protection Co., Ltd. has invested in the raised investment projects and paid the issuance fee with self raised funds in advance. 4、 Opinions of the sponsor
After verification, the recommendation institution believes that:
The company’s use of the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses 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 on the matter, and China audit Zhonghuan Certified Public Accountants (special general partnership) has issued a special assurance report and performed the necessary legal procedures, Comply with relevant laws and regulations and exchange rules. The replacement time of the company’s raised funds this time is less than six months from the arrival time of the raised funds, which is in line with the Listing Rules of GEM stocks of Shenzhen Stock Exchange Relevant 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 companies listed on GEM, regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, The use of the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and the issuance expenses have been paid, and the approval procedures are legal and compliant, which does not affect the normal implementation of the raised investment projects, nor does it change the investment direction of the raised funds in a disguised manner and damage the interests of the company and shareholders.
To sum up, Zhongtian Guofu securities has no objection to the company’s use of raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid issuance expenses.
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