Guosen Securities Co.Ltd(002736)
About Shenzhen H&T Intelligent Control Co.Ltd(002402)
Use some idle raised funds to purchase financial products
Verification opinions
Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) ” or “recommendation institution”) as a recommendation institution for Shenzhen H&T Intelligent Control Co.Ltd(002402) (hereinafter referred to as ” Shenzhen H&T Intelligent Control Co.Ltd(002402) ” or “company”) to publicly issue convertible corporate bonds, in accordance with the measures for the administration of securities issuance and listing recommendation business and the stock listing rules of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) and other relevant provisions have carefully discussed the matters of Shenzhen H&T Intelligent Control Co.Ltd(002402) using its own funds and some idle raised funds to purchase financial products Prudent verification. The details of the verification are as follows: I. Basic information of the raised funds
Approved by the reply on approving Shenzhen H&T Intelligent Control Co.Ltd(002402) public issuance of convertible corporate bonds (zjxk [2019] No. 225) of China Securities Regulatory Commission, the company has publicly issued convertible corporate bonds with a total face value of 547 million yuan, raised a total of 547 million yuan, and deducted 13023085.01 yuan of issuance related expenses, The actual net amount of raised funds was 533976914.99 yuan, Guosen Securities Co.Ltd(002736) the balance of 536260028.41 yuan (including interest 12028.41 yuan) after deducting the relevant underwriting recommendation fee of 10752000.00 yuan was remitted to the special storage account of raised funds designated by the company on June 11, 2019. Dahua Certified Public Accountants (special general partnership) has verified the availability of the raised funds in this offering and issued the verification report “Dahua Yan Zi [2019] No. 000223”. The company has stored the raised funds in a special account, and signed a supervision agreement on the raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Investment projects with raised funds
The investment projects of the company’s raised funds are as follows:
Unit: 10000 yuan
No. project name the project investment manager intends to use the implementation unit of this raising
Capital amount
1. Construction of production and operation base in the Yangtze River Delta 49055.00 38924.80 Zhejiang Shenzhen H&T Intelligent Control Co.Ltd(002402) Intelligent Technology Project Co., Ltd
2 electronic process automation and big data 12800.00 8004.99 Shenzhen H&T Intelligent Control Co.Ltd(002402)
Operation control platform system project
New for intelligent household appliances
Development and production of generation 3 intelligent controller 6800.00 6632.33 Shenzhen H&T Intelligent Control Co.Ltd(002402)
Industrialization
Total 68655.00 53562.12–
As the construction of the project invested with raised funds needs a certain period, according to the construction progress of the project invested with raised funds, some of the raised funds are idle in the short term at this stage.
3、 Basic information of using self owned funds and some idle raised funds to purchase financial products this time
1. Investment purpose: without affecting the normal operation and development of the company and its subsidiaries, further improve the use efficiency of self owned funds and some idle raised funds, increase the income of self owned funds and some idle raised funds, and seek better investment return for shareholders.
2. Investment quota: the self owned funds shall not exceed 850 million yuan (including the principal amount), and the idle raised funds shall not exceed 200 million yuan (including the principal amount). Within the above quota, the funds can be used on a rolling basis. 3. Investment method: invest in low-risk or principal guaranteed short-term (within one year) financial products with high security and good liquidity, and the investment products shall not be pledged. The above investment varieties shall not involve venture capital products specified in relevant chapters of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. The above investment varieties do not include investing in domestic and foreign stocks, securities investment funds and other securities and their derivatives, and purchasing financial products with stocks, interest rates, exchange rates and their derivatives as the main investment targets from banks and other financial institutions.
4. Usage period of the quota: valid within one year from the date of deliberation and approval by the general meeting of shareholders.
5. Source of funds: under the condition of ensuring the funds required for the normal operation and development of the company, the sources of funds for the above investment proposed by the company and its subsidiaries are self owned funds and some idle raised funds.
6. The company and its subsidiaries have no relationship with the financial institutions providing financial products.
7. The company and its subsidiaries do not change the purpose of the raised funds in a disguised form, so as to ensure that the normal progress of the raised funds will not be affected.
4、 Investment risk analysis and risk control measures
(I) investment risk
1. Although this investment product belongs to the investment variety with low risk, the financial market is greatly affected by the macro-economy, so it is not excluded that this investment is affected by market fluctuations.
2. Risk of capital deposit and use.
3. Operation and moral hazard of relevant personnel.
(II) in view of investment risks, the above investment shall be carried out in strict accordance with the relevant entrusted financial management system of the company. The proposed measures are as follows:
1. The board of directors authorizes the president or financial officer of the company to exercise the purchase decision-making power of specific financial products according to the above principles, and the financial department is responsible for the specific purchase. The Finance Department of the company will timely analyze and track the investment direction and progress of financial products. Once it is found that there are risk factors that may affect the safety of the company’s funds, it will timely take preservation measures to control investment risks.
2. The internal audit department of the company is responsible for auditing and supervising the use and custody of the company’s funds for purchasing financial products, comprehensively inspecting all investment projects of financial products every quarter, 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.
3. The independent directors and the board of supervisors have the right to inspect the company’s investment in financial products regularly or irregularly, and can hire professional institutions to audit when necessary.
4. The company will timely disclose relevant information in accordance with the relevant provisions of Shenzhen Stock Exchange, and disclose the purchase of financial products and relevant profits and losses during the reporting period in the regular report.
5. For the operation and moral hazard of investment related personnel, the proposed measures are as follows:
(1) The investment participants of the company shall have the obligation of confidentiality and shall not disclose relevant information to any third party. The investment participants and other informed personnel of the company shall not invest in the same financial products as the company, otherwise they will bear corresponding responsibilities;
(2) Implement post separation operation: Post separation of investment business approval, fund entry and transfer out, Trading (subscription and Redemption);
(3) The capital password and transaction password are kept separately and modified regularly;
(4) If the relevant personnel in charge of investment leave, they shall modify the capital password and transaction password at the first time. 5、 Impact Analysis on the company
The company and its subsidiaries use their own funds and some idle raised funds to invest in financial products on the premise of ensuring the daily operation of the company and its subsidiaries and the safety of raised funds, which will not affect the investment progress of raised investment projects,
It will not affect the normal development of the main business, and is conducive to improving the self owned funds and idle fund-raising of the company and its subsidiaries
Fund efficiency and income. The board of directors authorizes the management of the company to implement the purchase and redemption of financial products, and assign special personnel to pay attention to and analyze the investment direction and progress of financial products in real time. Once adverse factors are found or judged,
Corresponding preservation measures will be taken in time to control market risks. The company will make decisions and implement in accordance with relevant systems
Implement, inspect and supervise, ensure the standardized operation of the purchase of financial products, and strictly control the safety of financial funds
All.
6、 Purchase of financial products by the company within 12 months before the announcement date
Whether the product type entrusted financial management fund fund is the name of the client of the financial management product, the name of the trustee, the related amount (10000 yuan), the source, the starting date, the expiration date, the income (10000 yuan)
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