Guotai Junan Securities Co.Ltd(601211)
About Kennede Electronics Mfg.Co.Ltd(002723)
Verification opinions on using some idle raised funds for cash management
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) " or "sponsor") as a sponsor of Kennede Electronics Mfg.Co.Ltd(002723) (hereinafter referred to as " Kennede Electronics Mfg.Co.Ltd(002723) " or "company") non-public offering of shares, according to the requirements of relevant laws and regulations such as the measures for the administration of securities issuance and listing sponsorship business, carefully verified the cash management of Kennede Electronics Mfg.Co.Ltd(002723) to use some idle raised funds, The opinions are as follows: I. Basic information of raised funds
According to the approval of the reply on approving Kennede Electronics Mfg.Co.Ltd(002723) non-public development of shares (zjxk [2021] No. 828) issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), Kennede Electronics Mfg.Co.Ltd(002723) issued a total of 48030176 RMB ordinary shares to 17 investors in the form of non-public offering, with an issue price of 11.93 yuan per share, The total amount of monetary funds raised by the company is 572999999.68 yuan. After deducting the issuance expenses of 14300405.84 yuan (excluding tax), the net amount of funds actually raised by the company is 558699593.84 yuan. The above raised funds were received on December 1, 2021, and zhongxinghua Certified Public Accountants (special general partnership) issued the capital verification report (zthyz (2021) No. 410016) on December 2, 2021.
The investment projects and use plans of the funds raised by the company's non-public offering of shares are as follows:
Unit: 10000 yuan
S / n project name total project investment amount committed raised capital investment amount
1 health appliance industrialization project 32837.17 28000.00
2 safety and intelligent engineering equipment purchase project 16071.02 14000.00
3. Supplementary working capital 15300.00 15300.00
Total 64208.19 57300.00
As the construction of the raised investment project needs a certain period, according to the construction progress of the raised investment project, some of the raised funds are idle in the short term at this stage.
2、 Use of raised funds and idle reasons
As of the date of issuance of this verification opinion, the balance of the special account for raised funds was 365278740.67 yuan (including bank deposit interest). As the construction of the project invested by the raised funds needs a certain period, the raised funds that have not been put into use temporarily are idle according to the construction progress of the project invested by the raised funds of the company. In order to improve the use efficiency of the raised funds, the company will make rational use of some idle raised funds for cash management and increase the income of funds without affecting the progress of the investment projects of the raised funds, the normal production and operation of the company and ensuring the safety of funds. 3、 Basic information of cash management by using some idle raised funds this time
(I) investment purpose
The funds raised by this non-public offering of the company shall be invested gradually according to the actual needs of the project construction. In line with the principle of maximizing the interests of shareholders, in order to improve the use efficiency of the raised funds, the company reasonably uses some idle raised funds for cash management and increase the capital income without affecting the construction and use of the above-mentioned raised funds, Obtain more returns for the company and shareholders.
(II) investment quota
The company and its subsidiaries intend to use the idle raised funds with an amount of no more than 300 million yuan for cash management. Within the above amount, the funds can be recycled and rolled.
(III) investment products
The company and its subsidiaries will strictly control risks in accordance with relevant regulations, strictly evaluate and screen financial products, and select financial products with high security, good liquidity and low risk issued by commercial banks and other financial institutions. The above products shall not involve investment in domestic and foreign stocks, securities investment funds and other securities and their derivatives and other high-risk investments.
(IV) investment period
Effective within 12 months from the date of deliberation and approval by the board of directors, the company and its subsidiaries can use the cash management limit on a rolling basis within the period.
(V) decision making procedure
It is proposed to use the raised funds of no more than 300 million yuan for cash management, which has been deliberated and adopted at the 29th meeting of the Fifth Board of directors and the 24th Meeting of the Fifth Board of supervisors. According to the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the articles of association, this proposal is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. The independent directors of the company have expressed their independent opinions on this matter.
(VI) implementation mode
Within the above term and limit, the board of directors of the company authorizes the company's management to be responsible for the specific implementation of cash management with idle own funds.
(VII) information disclosure
The company will timely disclose the specific situation of specific cash management business in accordance with relevant requirements 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 stock listing rules of Shenzhen Stock Exchange, and 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.
(VIII) relationship
The company plans to invest in products from financial institutions that do not have a related relationship. The use of idle raised funds for cash management will not constitute a related party transaction. 4、 Investment risk and risk control measures
Although the products that the company intends to invest with idle raised funds are products with high safety and good liquidity, which are characterized by low investment risk and high principal security, the financial market is greatly affected by macroeconomic, fiscal and monetary policies. It is not ruled out that the investment product may be affected by market fluctuations, resulting in the risk that the investment income does not meet the expectation.
(I) investment risk
1. The company's investment products have been strictly evaluated, but the financial market is affected by the macro-economy, so it is not ruled out that the investment is affected by market fluctuations.
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market. The impact of market fluctuations is not excluded, and the income of short-term investment is unpredictable.
3. Operation and monitoring risks of relevant staff.
(II) risk control measures
1. Authorize the management of the company to be responsible for organizing the implementation within the above investment limit.
The relevant personnel of the Finance Department of the company will timely analyze and track the progress of the project. If the evaluation finds that there are risk factors that may affect the safety of the company's funds, they will take corresponding measures in time to control the investment risk;
2. The audit committee of the board of directors of the company is responsible for supervising the use and income of investment and financial management funds, and the internal audit department of the company conducts daily inspection on the implementation of investment and financial management;
3. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit if necessary;
4. The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange. 5、 The impact of using some idle raised funds for cash management on the company
1. The company's use of idle raised funds for cash management is implemented on the premise of ensuring that the investment projects of raised funds will not be affected, which will not affect the normal development of the company's investment projects of raised funds.
2. Through the cash management of idle raised funds, we can improve the use efficiency of raised funds, obtain certain investment benefits, further improve the overall performance level of the company, and return the shareholders of the company with stable investment income. 6、 Procedure for performance
The proposal on using some idle raised funds for cash management has been deliberated and adopted at the 29th meeting of the Fifth Board of directors and the 24th Meeting of the Fifth Board of supervisors held on February 16, 2022. This matter is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
(I) deliberations of the board of directors
On February 16, 2022, Kennede Electronics Mfg.Co.Ltd(002723) held the 29th meeting of the Fifth Board of directors, deliberated and approved the proposal on using some idle raised funds for cash management, and agreed that the company and its subsidiaries use idle raised funds of no more than 300 million yuan for cash management without affecting the construction of investment projects and the normal operation of the company.
(II) deliberation of the board of supervisors
On February 16, 2022, Kennede Electronics Mfg.Co.Ltd(002723) held the 24th Meeting of the 5th board of supervisors, deliberated and adopted the proposal on using some idle raised funds for cash management. After review, the board of supervisors believes that the company's use of idle raised funds of no more than RMB 300 million for cash management this time is conducive to the company's improvement of the use efficiency of raised funds, will not have an adverse impact on the company's operation, will not affect the normal development of investment projects of raised funds, and will not change the purpose of raised funds in a disguised manner and damage the interests of shareholders of the company, The deliberation and decision-making procedures of the board of directors comply with the provisions of laws, regulations and normative documents, and agree that the company will use some idle raised funds for cash management this time.
(III) opinions of independent directors
The independent directors carefully reviewed the company's proposal on using some idle raised funds for cash management, reviewed the company's operation, finance and cash flow, and expressed the following independent opinions: the company and its subsidiaries plan to use some idle raised funds for cash management this time, It is implemented on the premise of ensuring the funds required by the company and its subsidiaries to raise investment projects and ensuring the safety of the raised funds, so as to maximize the preservation and appreciation of funds and improve the overall performance of the company, so as to maximize the interests of the company and shareholders, Comply with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and other relevant laws and regulations, as well as the relevant provisions of the company's measures for the management of raised funds. The above-mentioned acts of the company and its subsidiaries will not affect the normal development of the investment projects with raised funds and the daily operation of the company and its subsidiaries, and there is no situation of changing the purpose of the raised funds in a disguised form or damaging the interests of shareholders. We agree that the company uses some idle raised funds for cash management. 7、 Opinions of the sponsor
After verification, the sponsor believes that the company and its subsidiaries intend to use some idle raised funds for cash management, which meets the requirements of normative documents on the use of raised funds. The relevant proposals have been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their explicit consent; The company and its subsidiaries intend to use part of the idle raised funds for cash management, which is conducive to improving the efficiency of fund use and obtaining certain investment benefits. There is no situation of changing the use purpose of the raised funds in a disguised manner and does not affect the normal progress of the investment plan of the raised funds. In conclusion, the recommendation institution has no objection to the cash management of the company and its subsidiaries using some idle raised funds this time.
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(there is no text on this page, which is the signature page of Guotai Junan Securities Co.Ltd(601211) verification opinions on Kennede Electronics Mfg.Co.Ltd(002723) using some idle raised funds for cash management) sponsor representative:
Mingya Pegasus Jing
Guotai Junan Securities Co.Ltd(601211) mm / DD / yy
