Verification opinions of Minsheng Securities Co., Ltd. on Shanghai Youning Weisheng Technology Co., Ltd. ratifying the use of idle raised funds for cash management and the use of idle raised funds and self owned funds for cash management
Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” or “sponsor”) is the sponsor of Shanghai Youning Weisheng Technology Co., Ltd. (hereinafter referred to as “youningwei” or “company”) for its initial public offering and listing on the gem in 2021, In accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant provisions, The use of idle cash raised by ningwei and the management of its own funds raised by Youwei were verified as follows:
1、 Basic information of raised funds
With the approval of the reply on Approving the registration of initial public offering of shares of Shanghai Youning Weisheng Technology Co., Ltd. (zjxk [2021] No. 3556) issued by China Securities Regulatory Commission, and with the consent of Shenzhen Stock Exchange, the company issued 21666668 shares of RMB common shares (A shares) for the first time, The par value of each share is RMB 1.00, the issuance price is RMB 86.06/share, and the total amount of funds raised is RMB 1864633400. After deducting the issuance expenses of RMB 26916200 (excluding tax), the actual net amount of funds raised is RMB 1595517300.
All the above-mentioned raised funds have been received, and Tianzhi International Certified Public Accountants (special general partnership) has verified the availability of the above-mentioned funds and issued the capital verification report (tzyz [2021] No. 45819). 2、 Ratification of the use of idle raised funds for cash management
(I) cash management with idle raised funds
In order to improve the efficiency of fund use and improve the efficiency of fund use, on the premise of not affecting the normal use of the company’s raised funds, the company will carry out the following cash management after the arrival of the raised funds:
Maturity date of purchased products expected annual principal signing bank name type subscription amount value date (redemption date) return rate
Shanghai Pudong Development Lido seven days
Bank of China Nanshi sub branch deposit notice 149077500.00 2021 / 12 / 23 2021 / 12 / 29 1.90%
Business deposit
Shanghai Pudong Development Lido seven days
Bank of China Nanshi sub branch deposit notice 147000000.00 2022 / 1 / 7 2022 / 2 / 18 2.10%
Business deposit
Shanghai Pudong Development Agreement
Bank Nanshi sub branch deposit 2077500.00 2022 / 1 / 7 2022 / 2 / 18 1.90%
China Merchants Bank Co.Ltd(600036) shares to gongzhi for seven days
Shanghai Neng notice 453581013.43 2021 / 12 / 23 2022 / 2 / 18 2.10%
Siping sub branch deposit
Ping An Bank Co.Ltd(000001) Shanghai notice seven days
Corporate free trade test differentiated deposit notice 134315800.00 2021 / 12 / 23 2022 / 2 / 18 2.10%
Bank deposit
Company China China Minsheng Banking Corp.Ltd(600016) current deposit
Shanghai Branch Li D 380000000.00 2021 / 12 / 23 2022 / 2 / 18 2.10%
Bank Of China Limited(601988) share agreement
Company Limited Shanghai deposit 500000.00 2021 / 12 / 23 2022 / 2 / 18 1.65%
Shanghai Luwan sub branch
The raised funds for the above purchase of cash management are 1616974313.43 yuan (the difference with the net raised funds of 1595517300 yuan is the issuance expenses that have not been deducted) and have been fully redeemed (applied for redemption). (II) existing risks and impact on the company
1. Existing risks
(1) The company uses some temporarily idle raised funds for management, which is a principal guaranteed cash management method with high safety and good liquidity, and complies with relevant raised funds management regulations. Although the products have been strictly evaluated, the financial market is greatly affected by the macro-economy. It is not ruled out that the investment is affected by market fluctuations. As the product has been redeemed due (applied for redemption), there is no redemption risk and financial loss.
(2) The operation and monitoring risks may be caused by the fact that the relevant staff are not familiar with the information disclosure requirements of listed companies and the product purchase system.
2. Risk prevention measures
The company’s financial personnel continuously track and analyze cash management products, strengthen risk control and ensure the safety of funds. The audit committee carries out daily inspection and supervision on them. At the same time, the company strengthens the training of financial personnel on relevant information disclosure of listed companies.
The company’s use of idle raised funds for cash management is on the premise of ensuring the funds required for the company’s raised investment projects, which will not affect the implementation of the company’s raised investment projects. Through cash management, the company’s capital utilization rate is improved, higher interest income is obtained, and shareholder return is increased. 3、 Basic information of cash management using some idle raised funds and self owned funds (I) investment purpose
In order to improve the use efficiency of the company’s funds, without affecting the construction of investment projects with raised funds, the normal production and operation of the company and ensuring the safety of funds, the company plans to make rational use of some idle raised funds and its own funds for cash management, increase capital income and obtain more investment returns for the company and shareholders. (II) types of investment products
1. Varieties of idle raised funds investment products
The company will strictly control risks and strictly evaluate investment products in accordance with relevant regulations. The investment products of idle raised funds must meet the requirements of high safety and good liquidity, and the period of idle raised funds must not exceed 12 months, It shall not affect the normal operation of the investment plan of the raised funds (including but not limited to RMB structured deposits, time deposits, agreement deposits, certificates of deposit or bank financial products, etc.). Investment products shall not be pledged, and the special settlement account for products (if applicable) shall not deposit non raised funds or be used for other purposes.
2. Varieties of products invested by self owned funds
The company will strictly control risks in accordance with relevant regulations, strictly evaluate the cash management products to be purchased with its own funds, and plan to purchase cash management products with high safety and good liquidity. The purchase channels include but are not limited to commercial banks, securities companies and other financial institutions. The relevant product varieties do not involve high-risk investments such as securities investment and derivatives trading stipulated in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. (III) investment amount and term
The company plans to use idle raised funds of no more than RMB 120 million (including this amount) and valid within 12 months from the date of deliberation and approval by the general meeting. Within the above limit and time limit, the funds can be recycled and used on a rolling basis. When the cash management of temporarily idle raised funds expires, it will be returned to the special account for raised funds in time. (IV) authorization and Implementation
After the above matters are deliberated and approved by the board of directors, they can be implemented only after they are deliberated and approved by the general meeting of shareholders of the company. After being deliberated and approved by the general meeting of shareholders, the management of the company is authorized to exercise the investment decision-making power within the above validity period and capital limit, and sign relevant contracts and documents. The specific matters shall be organized and implemented by the financial department of the company. (V) distribution of cash management income
The company’s income from using idle raised funds for cash management will be managed and used in strict accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on the regulatory measures for raised funds. (VI) information disclosure
The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange and other regulatory agencies. 4、 Investment risk and risk control measures (Ⅰ) investment risk analysis
1. Although financial products have been strictly evaluated, the financial market is greatly affected by the macro-economy, and 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, so the actual income of short-term investment is unpredictable.
3. Operation and monitoring risks of relevant staff. (II) for investment risks, the company plans to take the following measures:
1. The company will strictly abide by the principle of prudent investment and choose low-risk investment varieties. It shall not be used for other securities investment, and shall not purchase bank financial products with stocks and their derivatives and unsecured bonds as the investment object.
2. Relevant personnel of the Finance Department of the company will timely analyze and track the investment direction of financial products. During the financial management of the above financial products, the company will maintain close contact with relevant financial institutions, timely track the operation of financial funds, strengthen risk control and supervision, and strictly control the safety of funds.
3. The internal audit department of the company shall conduct daily supervision on the use and custody of financial funds, and regularly audit and verify the use of financial funds.
4. The board of supervisors and independent directors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
5. The company will comply with the requirements of relevant regulations and normative documents 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, etc, Timely fulfill the obligation of information disclosure. 5、 Impact on the daily operation of the company
Based on the principles of standardized operation, risk prevention, prudent investment, value preservation and appreciation, the company uses idle raised funds and its own funds for cash management, which is carried out on the premise of ensuring the safety of the funds required by the company’s raised funds for investment projects, the principal of raised funds and normal production and operation, and will not affect the daily operation of the company and the normal development of the construction of raised funds projects, There is no disguised change in the purpose of the raised funds. Through appropriate cash management, we can effectively improve the efficiency of capital use, obtain certain investment benefits, further improve the performance level of the company and seek more return on investment for the company and shareholders. 6、 Relevant review and approval procedures and special opinions
The above matters have been reviewed and approved at the third meeting of the third board of directors and the second meeting of the third board of supervisors, and the independent directors have expressed their independent opinions on the above matters. 7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the ratification of using idle raised funds for cash management and using idle raised funds and self owned funds for cash management has been reviewed and approved by the board of directors and the board of supervisors, and all independent directors have expressed clear consent and fulfilled the necessary legal procedures. The recommendation institution has no objection to the company’s ratification of the use of idle raised funds for cash management and the use of idle raised funds and self owned funds for cash management.
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(there is no text on this page, which is only the signature page of Minsheng Securities Co., Ltd. on the verification opinions of Shanghai Youning Weisheng Technology Co., Ltd. on the ratification of cash management with idle raised funds and cash management with idle raised funds and self owned funds) the sponsor representative:
Liang Jun Bian Jin
Minsheng Securities Co., Ltd. February 20, 2022
