Tianyue Advanced: Guotai Junan Securities Co., Ltd. and Haitong Securities Co., Ltd. on the verification opinions of Shandong Tianyue Advanced Technology Co., Ltd. using part of the idle raised funds to temporarily supplement working capital
DATE:  Feb 28 2023

Guotai Junan Securities Co., Ltd., Haitong Securities Co., Ltd.

About Shandong Tianyue Advanced Technology Co., Ltd

Verification Opinions on Temporary Replenishment of Working Capital with Part of Idle Raised Funds

Guotai Junan Securities Co., Ltd. and Haitong Securities Co., Ltd. (hereinafter referred to as the "sponsor") as Shandong Tianyue Advanced Technology Co., Ltd. (hereinafter referred to as "Tianyue Advanced" or "Company") for the initial public offering of shares and listed on the Science and Technology Innovation Board Continuous supervision and sponsor institutions, according to the "Administrative Measures for the Sponsor Business of Securities Issuance and Listing", "Listed Company Supervision Guidelines No. 2-Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", "Shanghai Stock Exchange Listed Companies Self-Regulatory Guidelines No. 11-Continuous Supervision" and "Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Guidelines No. 1-Standardized Operation" and other relevant regulations, the Company's use of some of its idle proceeds to temporarily replenish its liquidity was verified, as follows:

Basic situation of 1. raised funds

According to the China Securities Regulatory Commission's "Approval of the Approval of the Registration of the Initial Public Offering of Shandong Tianyue Advanced Technology Co., Ltd." (Securities Regulatory License [2021] No. 3935), the company's initial public offering of 42,971,105 RMB ordinary shares (A shares), all For the public offering of new shares. The par value of each share is RMB 1.00 yuan, the issue price of each share is RMB 82.79 yuan, the total amount of funds raised is RMB 3,557.5778 million yuan, and the actual net amount of funds raised after deducting various issuance expenses is RMB 3,203.4713 million yuan.

Lixin Certified Public Accountants (Special General Partnership) on January 7, 2022 to raise the issue.

The availability of funds was verified and the "Capital Verification Report" issued by the Letter of Association [2022] No. ZA10021 was issued.

The company has carried out a special account storage of the raised funds, and signed a fund-raising supervision agreement with the sponsor institution and the bank where the raised funds are deposited.

Basic situation of 2. fund-raising investment projects

According to the "Shandong Tianyue Advanced Technology Co., Ltd. initial public offering of shares and listing on the board prospectus", the company's fund-raising investment projects and fund-raising use plan is as follows:

Unit: ten thousand yuan

Serial number Raised funds Application direction Total investment to be invested in raised funds

1 Silicon Carbide Semiconductor Materials Project 250,000.00 200,000.00

Total 250,000.00 200,000.00

3. plan to temporarily supplement working capital with part of idle raised funds

According to the fund use plan of the raised funds investment project and the construction progress of the project, the company plans to use no more than RMB 500 million in order to improve the efficiency of the raised funds and reduce the company's financial costs on the premise of ensuring that the construction progress of the raised funds investment project is not affected. (Including the number) idle raised funds temporarily supplement working capital, and the use period shall not exceed 12 months from the date of approval by the company's board of directors, and the company will at any time according to the progress of the fund-raising investment project and the demand for timely return to the fund-raising special account.

The use of part of the idle raised funds to temporarily supplement the working capital is only used for the company's business development, daily operation and other production and operation related to the main business. It will not be used for the placement and purchase of new shares through direct or indirect arrangements, or for the trading of stocks and their derivatives, convertible corporate bonds, etc., It will not change the use of raised funds in disguise, and will not affect the normal progress of the investment plan of raised funds, there is no disguised change in the direction of the proceeds and harm to the interests of shareholders.

4. review process

The company held the 17th meeting of the first board of directors and the first board of supervisors on February 27, 2023

At the 15th meeting, the ''Proposal on Using Part of Idle Raised Funds to Temporarily Supplement Liquidity Funds'' was reviewed and approved, and it was agreed that the company will use no more than RMB 500 million yuan (inclusive) under the premise of ensuring that the construction progress of the raised funds investment project will not be affected. The idle raised funds temporarily replenish the working capital, the period shall not exceed 12 months from the date of approval by the company's board of directors, due to return to the fund-raising special account. The independent directors of the company have expressed their clear consent on the above matters.

5. Special Comments

Opinions of (I) Supervisory Board

The board of supervisors believes that the company's use of part of the idle raised funds to temporarily supplement the working capital can meet the company's production and operation needs for working capital, which is conducive to improving the efficiency of the use of idle raised funds and reducing the company's financial expenses, which is in line with the interests of the company and all shareholders, and is in line with the "Guidelines for the Supervision of Listed Companies No. 2-above

The provisions of relevant laws, regulations, rules and other normative documents, such as the regulatory requirements for the management and use of funds raised by municipal companies, and the guidelines for self-discipline Supervision of companies listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1-standardizing Operation, will not affect the normal progress of investment projects with raised funds, and there is no disguised change in the investment direction of raised funds or damage to the interests of shareholders. To sum up, the board of supervisors agreed that the company should use idle raised funds not exceeding 500 million yuan (inclusive) to temporarily supplement working capital.

(II) opinion of independent directors

1. The use of part of the idle raised funds to temporarily supplement the working capital is conducive to solving the company's temporary liquidity needs, improving the efficiency of the use of raised funds, reducing financial expenses, and improving the company's operating efficiency, which is in line with the interests of shareholders and investors. The company's use of part of the idle raised funds to temporarily supplement the working capital is limited to the production and operation related to the main business, and does not directly or indirectly arrange for the placement of new shares, subscription, or use in stocks and their derivatives, convertible corporate bonds, etc. The transaction does not conflict with the implementation plan of the raised funds investment project, and does not affect the normal progress of the raised funds investment project, there is no disguised change in the direction of the proceeds and harm to the interests of shareholders.

2. We unanimously agree that the company will use idle raised funds not exceeding RMB 500 million (inclusive) to temporarily supplement working capital, and the use period shall not exceed 12 months from the date of approval by the company's board of directors.

Verification opinions of 6. sponsor institutions

After verification, the sponsor believes that the company's use of part of the idle raised funds to supplement working capital has been examined and approved by the board of directors and the board of supervisors, and the independent directors have expressed their clear consent and fulfilled the necessary examination and approval procedures; the use of part of the idle raised funds to supplement working capital is used for production and operation related to the main business, and will not be used for the placement and purchase of new shares through direct or indirect arrangements, or for the trading of stocks and their derivatives, convertible bonds, etc.; it does not involve a disguised change in the use of the proceeds and does not affect the normal progress of the investment plan of the proceeds; the time for replenishing liquidity does not exceed 12 months, comply with the "Guidelines for the Supervision of Listed Companies No. 2-Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", "Shanghai Stock Exchange Listed Companies Self-Regulatory Guidelines No. 11-Continuous Supervision" and "Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Guidelines No. 1-Standardized Operation" and other relevant regulations and the company's fund-raising management system. The sponsor has no objection to the company's use of some idle funds to raise funds to supplement liquidity. (No text below)

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