Xinda Securities Co., Ltd
About Sanyou Corporation Limited(300932)
Verification opinions on cash management with temporarily idle raised funds and self owned funds Xinda Securities Co., Ltd. (hereinafter referred to as “Xinda securities” or “sponsor”) is the sponsor of initial public offering of Sanyou Corporation Limited(300932) (hereinafter referred to as ” Sanyou Corporation Limited(300932) ” or “company”) and listing on GEM, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of the gem of Shenzhen Stock Exchange and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), the company has verified the cash management of the company using temporarily idle raised funds and its own funds, The specific verification is as follows:
1、 Basic information of raised funds
With the approval of registration of Sanyou Corporation Limited(300932) initial public offering issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2020] No. 3328), the company issued 31.5 million RMB ordinary shares (A shares) for the first time, with a par value of 1 yuan per share and an issue price of 24.69 yuan per share, The total amount of raised funds is 777735000 yuan, and the actual net amount of raised funds is 704781700 yuan after deducting the relevant issuance expenses of 72.9533 million yuan (excluding tax). The net amount of raised funds was transferred to the designated account of the company on January 19, 2021. The availability of the above raised funds was verified by Tianjian Certified Public Accountants (special general partnership), and the capital verification report “Tianjian Yan [2021] No. 7-5” was issued on January 19, 2021.
All the raised funds have been deposited in the special account for raised funds established by the company. The company has signed the tripartite supervision agreement on the storage of special account for raised funds or the quadripartite supervision agreement on the storage of special account for raised funds with the recommendation institution and the commercial bank storing the raised funds to manage the storage and use of special account for raised funds.
2、 Investment projects and use of raised funds
According to the investment projects of raised funds disclosed in the prospectus of Sanyou Corporation Limited(300932) initial public offering and listing on GEM, the funds raised by the company’s initial public offering will be invested in the following projects after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment of the project estimated amount of raised funds
1. Ningbo Yongyou Electronics Co., Ltd. increased capital and expanded production, with an annual output of 400 million 32574.81 relays (phase I project)
2 automobile and new energy relay production line expansion project 8703.78 8703.78
3 mold center, laboratory and information upgrading construction project 7029.73 7029.73
4. Supplementary working capital project 13000.00 13000.00
Total 61308.32
The company held the third meeting of the second board of directors and the third meeting of the second board of supervisors on February 4, 2021, deliberated and adopted the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed that the company would not affect the construction of the investment projects invested by the raised funds and the normal operation of the company, Some over raised funds of 27.5 million yuan were used to permanently supplement working capital. For details, please refer to the announcement on using some over raised funds to permanently supplement working capital (Announcement No.: 2021-005) disclosed by the company on cninfo.com on February 5, 2021. On February 23, 2021, the company held the first extraordinary general meeting of shareholders in 2021 and considered and approved the proposal.
The company held the fifth meeting of the second board of directors and the fifth meeting of the second board of supervisors on April 26, 2021, and the proposal on adjusting some raised investment projects and using some over raised funds to increase the investment amount of raised investment projects was reviewed and approved by the 2020 annual general meeting of shareholders held on May 18, 2021, It is agreed to increase the investment amount of “Ningbo Yongyou Electronics Co., Ltd. capital increase and production expansion project with an annual output of 400 million relays (phase I project)” to RMB 392.7812 million. Part of the increased investment funds come from the over raised funds of RMB 64.1985 million. The excess part is planned to be invested with its own funds. Before the change, the total amount of raised funds is planned to be invested is RMB 325.7481 million, The total amount of raised funds to be invested after the change is 389946600 yuan.
The investment projects of the raised funds after the change are as follows:
Unit: 10000 yuan
No. project name total committed investment total committed investment of raised funds after adjustment
1 Ningbo Yongyou Electronics Co., Ltd. increased capital and expanded production, with an annual output of 400 million 3257481 38994.66
Relay project (phase I project)
2 automobile and new energy relay production line expansion project 8703.78 8703.78
3 mold center, laboratory and information upgrading construction project 7029.73 7029.73
4. Supplementary working capital project 13000.00 15750.00
No. project name total committed investment total committed investment of raised funds after adjustment
Total 61308.32 70478.17
As of January 31, 2022, the use of raised funds is as follows:
Unit: 10000 yuan
After the adjustment of the total raised investment of the committed investment, the accumulated invested raised serial number, project name, the amount of the raised capital and the total amount of the raised capital
1 Ningbo Yongyou Electronics Co., Ltd. increased capital and expanded production, with an annual output of 400 million 32574.81 38994.66 22126.85 relays (phase I project)
2 automobile and new energy relay production line expansion project 8703.78 8703.78 2004.39
3 mold center, laboratory and information upgrading construction project 7029.73 7029.73 1821.11
4. Supplementary working capital project 13000.00 15750.00 15837.49
Total 61308.32 70478.17 41789.84
The construction of projects invested with raised funds needs a certain period.
The company will orderly promote the investment projects with raised funds in accordance with the use plan of raised funds. According to the actual construction progress of the project invested with raised funds, some of the raised funds (including over raised funds) will be idle in the short term. Under the condition of ensuring that the construction of investment projects with raised funds and the normal operation of the company will not be affected, the company will make rational use of idle raised funds for cash management and improve the use efficiency of raised funds.
3、 Basic information of cash management using idle raised funds and self owned funds this time
(I) investment purpose
In order to improve the use efficiency of the company’s 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 under the condition of ensuring that the construction of investment projects with raised funds is not affected, the normal production and operation of the company is not affected and the safety of funds is ensured. (II) investment varieties
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 must not affect the normal progress of the investment plan of raised funds. Investment products shall not be pledged, the special settlement account for products (if any) shall not deposit non raised funds or be used for other purposes, and the special settlement account for products (if any) shall not be opened or cancelled
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.
(III) investment amount and term
The company plans to use idle raised funds of no more than RMB 300 million and its own funds of no more than RMB 200 million for cash management, and the service life is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. The funds within the above limit can be recycled and used within the validity period of the investment, and the principal and income of idle raised funds after the expiration of authorized financial management will be returned to the special account for raised funds in time.
(IV) implementation mode
The above matters can only be implemented after being deliberated and approved by the board of directors and the board of supervisors and 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) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance 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 (revised in 2022), the Listing Rules of gem shares of Shenzhen Stock Exchange and so on.
4、 Investment risk and risk control measures
(I) investment risk
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. 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 timely disclose relevant information in accordance with the relevant provisions of Shenzhen Stock Exchange. 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 some idle raised funds and its own funds for cash management, which is carried out under the condition of ensuring that the construction of investment projects with raised funds, the normal operation of the company and the safety of funds will not be affected, and the normal operation of the company’s daily operation and the construction of projects with raised funds will not be affected, 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 approval procedures and opinions
(I) deliberations of the board of directors
On February 18, 2022, the company held the 14th meeting of the second board of directors, deliberated 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 invested by raised funds, the normal production and operation of the company and the guarantee of capital
