Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd
About Xinya Electronic Co.Ltd(605277)
Verification opinions on using some idle raised funds for cash management
Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (hereinafter referred to as “Changjiang recommendation” or “this recommendation institution”) as a recommendation institution in the continuous supervision stage of Xinya Electronic Co.Ltd(605277) (hereinafter referred to as ” Xinya Electronic Co.Ltd(605277) ” or “the company”) initial public offering of securities, in accordance with the measures for the administration of securities issuance and listing recommendation business and the stock listing rules of Shanghai Stock Exchange In accordance with the relevant provisions of the guidelines on self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the guidelines on supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the Xinya Electronic Co.Ltd(605277) plans to use some idle raised funds for cash management, and the verification opinions are as follows: 1 Basic information of raised funds
According to the reply on Approving the initial public offering of Xinya Electronic Co.Ltd(605277) issued by China Securities Regulatory Commission (zjxk [2020] No. 2446), the company has actually issued 33.36 million ordinary shares at an issue price of 16.95 yuan per share, and the total amount of raised funds is 565452000.00 yuan, after deducting various issuance expenses of 42838851.66 yuan, The net amount of funds actually raised was 522613148.34 yuan. Tianjian Certified Public Accountants (special general partnership) issued the capital verification report (tjyz (2020) No. 667) on December 29, 2020. The company has adopted a special account storage system for the raised funds.
The company has signed a tripartite supervision agreement on the raised funds with the sponsor and the bank in accordance with the provisions of the guidelines on self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other relevant documents to store the above raised funds to ensure the safe use of the raised funds. 2、 Supplement and confirm the basic situation of using some idle raised funds for cash management. The company held the 10th meeting of the first board of directors and the 8th meeting of the first board of supervisors on January 25, 2021, and deliberated and adopted the proposal on using some idle raised funds for cash management respectively, It is agreed that the company’s use limit shall not exceed RMB 270 million, and the purchase of idle raised funds has high safety and liquidity
And the resolution can be recycled and used within the validity period. After the expiration of the above validity period, the company used the idle raised funds of 40 million yuan to purchase 94 day Principal Guaranteed floating income Bank Of China Limited(601988) linked structured deposits on February 11, 2022, and the expected annualized income is 1.50% to 3.44%.
The second meeting of the second board of directors and the second meeting of the second board of supervisors held by the company on February 16, 2022 supplemented and confirmed the above matters, and the independent directors expressed their agreed independent opinions. 3、 The use of some idle raised funds for cash management this time
1. Management purpose
In order to improve the use efficiency of raised funds, under the condition of ensuring that the construction of raised funds and the use of raised funds are not affected, some temporarily idle raised funds are reasonably used for cash management, so as to obtain more returns for the company and shareholders.
2. Limit and term
According to the company’s current use of funds, the construction progress of raised investment projects and considering maintaining sufficient liquidity, the company plans to use the amount of no more than RMB 70 million. The idle raised funds will purchase investment products with high safety, good liquidity, short-term and guaranteed principal, and the use period will not exceed 12 months, Within the validity period of the aforesaid quota and resolution, it can be recycled and used.
3. Investment varieties
The products purchased by the company for cash management are investment products with high security, good liquidity, short-term (no more than 12 months) and guaranteed principal (including but not limited to structural deposits, agreed deposits, call deposits, time deposits, large certificates of deposit, income certificates, etc.), and the investment products shall not be used for pledge.
4. Validity period of resolution
It shall be valid for 12 months from the date of deliberation and adoption at the second meeting of the second board of directors.
5. Implementation mode
Authorize the company’s management and designated authorized personnel to exercise relevant investment decision-making power within the above limit and sign relevant documents.
6. Information disclosure
The company will timely disclose the specific situation of the company’s cash management of raised funds in strict accordance with the provisions and requirements of relevant laws and regulations, such as the stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies No. 1 – standardized operation, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies. 4、 Investment risk and control measures
1. Investment risk
Based on the principle of safeguarding the interests of shareholders, the company strictly controls risks, strictly controls the investment of investment products and makes prudent decisions. Although the investment products purchased by the company are investment products with high security, good liquidity, short-term and guaranteed principal, which belong to low-risk investment varieties, the financial market is greatly affected by the macro-economy. The company will make reasonable investment according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations. 2. Risk control measures
(1) The principle of prudent selection of large-scale investment units and good reputation shall be followed.
(2) The company will timely track the investment direction of investment products according to the market conditions. If potential risk factors are found, the company will evaluate them, and timely take corresponding preservation measures according to the evaluation results to control the investment risk.
(3) The internal audit department of the company is responsible for auditing and supervising the use and custody of funds purchased by the company for investment products, conducting regular comprehensive inspection on all investment products, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the audit committee of the board of directors of the company.
(4) 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 when necessary. 5、 Impact on the company
The company’s cash management of idle raised funds this time is carried out on the premise of ensuring the normal operation of the investment projects of raised funds and the safety of raised funds. It will not affect the normal construction of the projects of raised funds and the normal use of raised funds of the company. The investment products purchased by the company are investment products with high safety, good liquidity, short-term and principal guaranteed agreement. Through the above cash management, it is conducive to improve the use efficiency of the raised funds, increase the capital income, and obtain a better return on investment for the company and shareholders. 6、 Special opinions
1. Opinions of the board of directors
(1) The company continues to use some idle raised funds for cash management, which is conducive to improving the use efficiency of funds, obtaining certain investment benefits, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and investors. The examination and approval procedures comply with the relevant provisions of laws and regulations and the articles of association, It is agreed that the company shall use the idle raised funds with a limit of no more than RMB 70 million to purchase investment products with high safety, good liquidity, short-term and guaranteed principal, and the service life shall not exceed 12 months, which can be recycled and used within the validity period of the above-mentioned limit and resolution.
Authorize the company’s management and designated authorized personnel to exercise relevant investment decision-making power and sign relevant documents within the above limit within 12 months from the date of deliberation and approval by the board of directors.
The amount of the company’s cash management with some idle raised funds this time falls within the scope of the amount reviewed by the board of directors and does not need to be submitted to the general meeting of shareholders for review.
(2) The board of directors agreed to make supplementary confirmation on the company’s use of the raised funds for cash management after the expiration of the authorization period and the purchase of Bank Of China Limited(601988) structural deposits of 40 million yuan after the expiration of the authorization period, and considered that the purchase of principal guaranteed financial products with idle raised funds was implemented on the premise of ensuring the normal progress of the investment projects of raised funds and the safety of funds, It has increased the investment income of the company and has not adversely affected the normal implementation of the investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised form and damaging the interests of shareholders.
2. Opinions of independent directors
(1) The company uses some idle raised funds for cash management this time. There is no change in the purpose of the raised funds. It is carried out on the premise of ensuring the normal operation of the investment projects of the raised funds and the safety of the raised funds. It will not affect the normal operation of the investment projects of the raised funds and the development of the company’s main business.
(2) The company’s cash management of some idle raised funds is conducive to improving the use efficiency of raised funds and increasing capital income, which is in line with the interests of the company and all shareholders. The company will control risks in strict accordance with relevant regulations and select investment products with high safety, good liquidity, short-term and guaranteed principal, so as to ensure the safety of raised funds and the normal operation of investment projects with raised funds.
(3) The matter has fulfilled the necessary decision-making and deliberation procedures and complies with the provisions of relevant laws and regulations. It is agreed that the company will use some idle raised funds for cash management.
(4) The board of directors of the company made supplementary confirmation on the situation that the company used idle raised funds for cash management and purchased Bank Of China Limited(601988) structural deposits of 40 million yuan after the expiration of the authorization period. On the premise of ensuring that the construction of investment projects with raised funds and the use plan of raised funds are not affected, the company uses some idle cash management of raised funds, which is conducive to improving the use efficiency of raised funds and maximizing the interests of shareholders. There is no conflict with the implementation plan of investment projects with raised funds and does not affect the normal progress of investment projects with raised funds, There is no behavior of changing the purpose of the raised funds in a disguised form, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The independent directors agree to this supplementary confirmation.
3. Review opinions of the board of supervisors
(1) The board of supervisors agrees that the company uses some idle raised funds for cash management, which is conducive to improving the efficiency of fund use, obtaining certain investment benefits, in line with the interests of the company and all shareholders, without damaging the interests of the company and investors, and the approval procedures comply with legal laws and regulations and the relevant provisions of the articles of association, It is agreed that the company shall use the idle raised funds with a limit of no more than RMB 70 million to purchase investment products with high safety, good liquidity, short-term and guaranteed principal, and the service life shall not exceed 12 months, which can be recycled and used within the validity period of the above-mentioned limit and resolution.
(2) The board of supervisors agreed to make supplementary confirmation on the company’s use of the raised funds for cash management after the expiration of the authorization period and the purchase of Bank Of China Limited(601988) structural deposits of 40 million yuan after the expiration of the authorization period, and considered that the purchase of principal guaranteed financial products with idle raised funds was implemented on the premise of ensuring the normal progress of the investment projects of raised funds and the safety of funds, It has increased the investment income of the company and has not adversely affected the normal implementation of the investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised form and damaging the interests of shareholders. 7、 Verification opinions of the recommendation institution
The sponsor has reviewed the materials of the second meeting of the second board of directors and the second meeting of the second board of supervisors and the opinions of relevant independent directors. After verification, the sponsor believes that:
With regard to the matters that the company’s use of some idle raised funds to purchase financial management exceeds the time limit of relevant investment resolutions of the board of directors, the company has held the second meeting of the second board of directors and the second meeting of the second board of supervisors to supplement and confirm the above matters, and the independent directors have expressed their agreed independent opinions. The company’s cash management of some idle raised funds has not adversely affected the normal implementation of the investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. The company has supplemented and performed the necessary legal procedures. Therefore, the recommendation institution has no objection to the company’s supplementary confirmation of using some idle raised funds for cash management. The company has performed necessary deliberation procedures for cash management of idle raised funds this time. The company’s use of idle raised funds for cash management complies with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange According to the requirements of laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, there is no situation of changing the purpose of raised funds in a disguised form and damaging the interests of the company and shareholders.
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