China Industrial Securities Co.Ltd(601377)
About Fujian Supertech Advanced Material Co.Ltd(688398)
Verification opinions on cash management using temporarily idle raised funds and self owned funds
China Industrial Securities Co.Ltd(601377) (hereinafter referred to as ” China Industrial Securities Co.Ltd(601377) ” or “sponsor”) as a sponsor of Fujian Supertech Advanced Material Co.Ltd(688398) (hereinafter referred to as ” Fujian Supertech Advanced Material Co.Ltd(688398) ” or “company”) for initial public offering of shares and listing on the science and innovation board, in accordance with the measures for the administration of securities issuance and listing sponsorship business and the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange Regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), measures for the management of raised funds by listed companies of Shanghai Stock Exchange, self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and other laws, administrative regulations, departmental rules and business rules, The Fujian Supertech Advanced Material Co.Ltd(688398) plans to use temporarily idle raised funds and self owned funds for cash management. The verification results are as follows: I. Basic information of raised funds
With the approval of the reply on approving Fujian Supertech Advanced Material Co.Ltd(688398) initial public offering of shares (zjxk [2019] No. 2967) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the company issued 20 million ordinary shares in RMB for the first time, with an issue price of 24.12 yuan / share and a total raised capital of 482.4 million yuan, The net amount of raised funds after deducting various issuance expenses is RMB 423.1015 million. Rongcheng Certified Public Accountants (special general partnership) verified the capital availability of the company’s initial public offering and issued the capital verification report (Rongcheng Yanzi [2020] 361z0011).
In June 2020, the company signed the strategic cooperation agreement with China Industrial Securities Co.Ltd(601377) and China Industrial Securities Co.Ltd(601377) gave the company a certain discount on the underwriting fee during the initial public offering of shares and listing on the science and innovation board, with a discount amount of 4.2925 million yuan (after deducting value-added tax). Therefore, the net amount of funds raised by the company’s listing was changed to 427.3939 million yuan. Rongcheng Certified Public Accountants (special general partnership) Xiamen Branch audited the detailed statement of changes in the company’s capital reserve during the period from February 5, 2020 to July 2, 2020, and issued Rongcheng zhuanzi [2020] No. 361f0213 audit report.
The company adopts the special account storage system for the raised funds. After the above-mentioned raised funds are received, they have been deposited in the special account for raised funds approved by the board of directors. The company has signed the tripartite supervision agreement on the storage of special account for raised funds with the recommendation institution and the commercial bank storing the raised funds. 2、 Investment projects with raised funds
According to the relevant contents of the company’s prospectus on Fujian Supertech Advanced Material Co.Ltd(688398) initial public offering and listing on the science and innovation board and the actual use of the raised funds, the company’s investment projects and use plans of the raised funds are as follows:
Unit: 10000 yuan
S / n project name total project investment planned raised capital investment
1 production expansion project of ultra-low thermal conductivity 24939.32 vacuum insulation board with an annual output of 3.5 million square meters
2 R & D center construction project 5399.75 5399.75
3. Supplementary working capital 10000.00 10000.00
Total 40339.07
As the construction of the project invested by the raised funds has a certain period, according to the construction progress of the project invested by the raised funds, some of the raised funds are temporarily idle in the short term. 3、 Basic information of cash management using temporarily idle raised funds and self owned funds (I) investment purpose
In order to improve the use efficiency of funds and maximize the interests of shareholders, the company plans to temporarily use some idle raised funds and its own funds for cash management on the premise of ensuring that it will not affect the construction of raised funds and the needs of the company’s daily production and operation, and effectively control risks, so as to increase capital income and maintain capital liquidity. (II) investment quota and term
1. Raised funds
The company plans to use the temporarily idle raised funds of no more than RMB 90 million (including this amount) for cash management, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors and the board of supervisors of the company. Within the above limit and term, the funds can be recycled and used on a rolling basis.
2. Own funds
The company plans to use temporarily idle self owned funds of no more than RMB 100 million (including principal amount and equivalent foreign currency) for cash management. The service life is 12 months from the date of deliberation and approval by the board of directors and the board of supervisors of the company. Within the above limit and term, the funds can be recycled and used on a rolling basis. (III) types of investment products
In order to control risks, the company’s cash management methods include purchasing financial products or deposit products (including short-term principal guaranteed financial products, structural deposits, time deposits, call deposits, large certificates of deposit and agreed deposits) with high safety, good liquidity and principal guaranteed agreements from financial institutions, and these cash management products shall not be used for pledge, No investment activities for the purpose of securities investment shall be carried out. (IV) implementation mode
The board of directors authorizes the chairman of the company to exercise investment decision-making power within the above limit and sign relevant contract documents. The specific matters shall be organized and implemented by the Finance Department of the company. (V) information disclosure
The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange. (VI) cash management income distribution
1. Raised funds
The company uses the temporarily idle raised funds for cash management, and the proceeds shall be owned by the company, which shall be used to make up the insufficient part of the investment amount of the raised funds investment projects and the working capital required by the company’s daily operation, and manage and use the funds in strict accordance with the requirements of the CSRC and Shanghai Stock Exchange on the regulatory measures for raised funds, After the cash management expires, it will be returned to the special account for raised funds.
2. Own funds
The company uses its temporarily idle self owned funds for cash management, and the income obtained shall be owned by the company and will be used to supplement the company’s working capital. 4、 Investment risk and risk control measures (I) investment risk
Although the company intends to choose financial products or deposit products with high security, good liquidity and breakeven agreement, the financial market is greatly affected by the macro-economy. It is not ruled out that the investment is affected by market fluctuations and there are certain systemic risks.
(II) risk control measures
1. The company will handle relevant cash management business in strict accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other normative documents, the articles of association and the company’s management system for raised funds;
2. The company will timely analyze and track the operation of cash management products. If adverse factors are found or judged, the company will timely take corresponding measures to control investment risks;
3. The company’s internal audit department is the supervision department of cash management products, which audits and supervises the company’s cash management products;
4. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds and cash management of the company, and can hire professional institutions to audit when necessary; 5、 Impact on the daily operation of the company
1. The company plans to use temporarily idle raised funds and self owned funds for cash management on the premise of ensuring the funds required for the company’s raised funds investment projects, ensuring the safety of raised funds and ensuring the company’s daily production and operation capital needs, which will not affect the normal implementation of the company’s raised funds investment projects or the normal development of the company’s main business.
2. Appropriate and timely cash management of temporarily idle raised funds and self owned funds will help to improve the use efficiency of raised funds, obtain certain investment income and seek more investment returns for the company and shareholders. 6、 Procedure for performance
The 16th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors held on February 17, 2022 considered and approved the proposal on cash management with temporarily idle raised funds and self owned funds, and agreed that the company would not affect the construction of investment projects with raised funds and the use arrangement of raised funds, and ensure the daily production and operation capital demand of the company, Under the premise of effective risk control, use the temporarily idle raised funds with a limit of no more than 90 million yuan (including the principal amount) and the temporarily idle self owned funds with a limit of no more than 100 million yuan (including the principal amount, including the equivalent foreign currency) to purchase financial products or deposit products with high security, good liquidity and capital preservation agreement from various financial institutions, 12 months from the date of approval by the board of directors and the board of supervisors. The independent directors of the company expressed clear consent on this matter. The service life of the above resolutions is 12 months from the date of deliberation and adoption, and it is not necessary to submit them to the general meeting of shareholders for deliberation.
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company’s use of temporarily idle raised funds and its own funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued clear consent opinions, which comply with relevant laws and regulations and perform necessary legal procedures. The company’s use of temporarily idle raised funds and its own funds for cash management this time complies with the relevant laws and regulations such as the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), and the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange Laws and regulations, normative documents and the company’s management system for raised funds and other relevant provisions do not change the use of raised funds in a disguised manner, which will not affect the construction and use of raised funds, nor adversely affect the company’s business activities, which is in line with the interests of the company and all shareholders.
In conclusion, China Industrial Securities Co.Ltd(601377) has no objection to the cash management of Fujian Supertech Advanced Material Co.Ltd(688398) using temporarily idle raised funds and self owned funds.
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