Zhongtian Guofu Securities Co., Ltd
Wuhan Tianyuan environmental protection Co., Ltd. used the raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects
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, Careful verification was conducted on Tianyuan environmental protection’s use of raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects. The details are as follows: I. Basic information 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, the company was approved to issue 102.5 million ordinary shares to the public, with an issue price of RMB 12.03 per share and a total raised capital of RMB 123.075 million, After deducting underwriting and recommendation fees, issuance registration fees and other transaction expenses totaling RMB 105.1822 million, the net amount of funds actually raised amounted to RMB 1127.893 million. Zhongshen Zhonghuan Certified Public Accountants (special general partnership) (hereinafter referred to as “Zhongshen Zhonghuan”) verified the availability of the raised funds and issued the capital verification report (Zhonghuan 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. (hereinafter referred to as “Yibin tianbai”) 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.
2、 Investment projects 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 intends to invest in the following projects after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total project investment amount of raised funds to be used
1. Construction project of tianbai sewage treatment plant in Cuiping District, Yibin City (phase III)
2 environmental protection equipment intelligent manufacturing production line upgrade project 8678.82 8678.82
3 R & D center upgrading and reconstruction project 4064.50 4064.50
4 Marketing Center and marketing network construction project 4871.48 4871.48
5. Supplementary working capital 27000.00 27000.00
Total 62543.17
Before the raised funds are in place, the company will first invest with self raised funds according to the actual progress of the investment project with raised funds, and replace them after the raised funds are in place. 3、 Use of raised funds to provide loans to wholly-owned subsidiaries
In order to meet the capital demand for the implementation of the raised investment project and ensure the smooth implementation of the raised investment project, the company plans to use the raised funds of RMB 179283700 to provide interest free loans to Yibin tianbai, a wholly-owned subsidiary, to implement the “construction project of tianbai sewage treatment plant (phase III) in Cuiping District, Yibin City”. The company will provide loans to Yibin tianbai in one time or by stages within the loan limit according to the construction progress of the raised investment project and the actual capital demand progress. The loan period is from the date of actual loan to the date of completion of the construction of the raised investment project. Yibin tianbai can repay in installments, prepay or renew at maturity according to its actual business conditions. After the expiration, if both parties have no objection, it will be automatically renewed. The board of directors of the company authorizes the operation and management of the company to fully handle the follow-up specific work of the above loan matters. 4、 Basic information of the borrower
Company name: Yibin tianbai Sewage Treatment Engineering Construction Management Co., Ltd
Registered address: No. 45, Zhongsheng Road, Cuiping District, Yibin City, Sichuan Province
Registered capital: 24.21 million yuan
Legal representative: Ni Wei
Business scope: Construction and management of sewage treatment projects. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
The equity structure of Yibin tianbai is as follows:
Name of shareholder subscribed capital contribution (10000 yuan) contribution proportion (%)
Wuhan Tianyuan environmental protection Co., Ltd. 2421.00 100.00
Total 2421.00 100.00
5、 Purpose of the loan and its impact on the company
The company’s use of the raised funds to provide interest free loans to Yibin tianbai, a wholly-owned subsidiary, is to meet the implementation needs of the raised investment project, help promote the construction and development of the raised investment project, comply with the use plan and arrangement of the raised funds, and there is no disguised change in the investment direction of the raised funds and damage to the interests of the company and shareholders, which is in line with the company’s development strategy and long-term plan. 6、 Management of raised funds after the loan is provided
In accordance with the provisions of relevant 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 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, The company’s borrowings from Yibin tianbai office, a wholly-owned subsidiary of the company with raised funds, will be deposited in the special account for raised funds, and the deposit and use of raised funds will be managed in a special account.
7、 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 provide loans to wholly-owned subsidiaries for the implementation of raised investment projects. In order to ensure the smooth implementation of raised investment projects, based on the actual needs of the construction of raised investment projects, It is agreed that the company will use the raised funds of 179283700 yuan to provide interest free loans to Yibin tianbai, a wholly-owned subsidiary, to implement the “construction project of tianbai sewage treatment plant (phase III) in Cuiping District, Yibin City”.
The company’s use of the raised funds to provide interest free loans to Yibin tianbai, a wholly-owned subsidiary, is to meet the implementation needs of the raised investment project, help promote the construction and development of the raised investment project, comply with the use plan and arrangement of the raised funds, and there is no disguised change in the investment direction of the raised funds and damage to the interests of the company and shareholders, which is in line with the company’s strategic development and long-term planning. (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 the raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects. The board of supervisors held that the company’s use of the raised funds to provide interest free loans to Yibin tianbai, a wholly-owned subsidiary, for the implementation of raised investment projects is based on the construction needs of raised investment projects and is conducive to the smooth implementation of raised investment projects, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of the company and shareholders. It is agreed that the company will use the raised funds to provide loans to Yibin tianbai, a wholly-owned subsidiary, to implement the raised investment project. (III) opinions of independent directors
The independent directors of the company believe that the company’s use of the raised funds to provide loans to Yibin tianbai, a wholly-owned subsidiary, to implement the raised investment project (the construction project of tianbai sewage treatment plant (phase III) in Cuiping District, Yibin City) complies with 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange Relevant provisions such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM help to promote the construction and development of projects invested with raised funds, comply with the use plan and arrangement of raised funds, there is no disguised change in the investment direction of raised funds and damage to the interests of the company and shareholders, and comply with the company’s strategic development and long-term planning. Therefore, we agree to use the raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects. 8、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
Tianyuan environmental protection used the raised funds to provide interest free loans to Yibin tianbai, a wholly-owned subsidiary, for the implementation of raised investment projects, which has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed clear consent on this matter; Comply with the relevant provisions of relevant laws, regulations and normative documents, such as the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, There is no conflict with the implementation plan of the project invested with raised funds, no impact on the normal construction of the project invested with raised funds, no change in the investment direction of raised funds and damage the interests of shareholders.
To sum up, Zhongtian Guofu securities has no objection to Tianyuan environmental protection’s use of raised funds to provide interest free loans to wholly-owned subsidiaries for the implementation of raised investment projects.
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