Guotai Junan Securities Co.Ltd(601211) . AVIC Securities Co., Ltd
About Shennan Circuits Co.Ltd(002916)
Verification opinions on using some idle raised funds for cash management
Guotai Junan Securities Co.Ltd(601211) . AVIC Securities Co., Ltd. (hereinafter referred to as the “sponsor”) acts as the sponsor of Shennan Circuits Co.Ltd(002916) (hereinafter referred to as the ” Shennan Circuits Co.Ltd(002916) ” and “company”) for non-public issuance of a shares, In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant provisions, The Shennan Circuits Co.Ltd(002916) plans to use some idle raised funds for cash management. The details are as follows:
1、 Raised funds
With the approval of the reply on approving Shennan Circuits Co.Ltd(002916) non-public shares issued by the China Securities Regulatory Commission (zjxk [2021] No. 4151), the company privately issued 23694480 RMB ordinary shares, raising a total of 254999937.60 yuan, deducting 20335154.66 yuan of issuance related expenses (excluding tax), The net amount of funds actually raised was 2529664782.94 yuan. The availability of the above raised funds has been verified by Lixin Certified Public Accountants (special general partnership) and issued the Shennan Circuits Co.Ltd(002916) capital verification report (Xin Kuai Shi Bao Zi [2022] No. zi10015).
According to the plan for non-public development of A-Shares in 2021 approved at the fourth meeting of the third board of directors of the company, the investment projects and use plans of the funds raised by the non-public offering of shares are as follows:
Unit: 10000 yuan
Serial number project name implementation subject project to be used
Total investment funds raised
1. IC carrier product manufacturing project for high-order flip chip Wuxi Shennan 201627.00 180000.00
2 supplementary working capital Shennan Circuits Co.Ltd(002916) 75000.00 75000.00
Total 276627.00 255000.00
Note: Wuxi Shennan is a wholly-owned subsidiary of Wuxi Shennan Circuits Co.Ltd(002916) Co., Ltd.
2、 Reasons for idle raised funds
The above raised funds have been in place. Since the construction of the project invested by the raised funds needs a certain period, the raised funds that have not been put into use temporarily are idle according to the construction progress of the project invested by the raised funds of the company. In order to improve the use efficiency of the raised funds, the company will make rational use of some idle raised funds for cash management and increase the income of funds without affecting the progress of the investment projects of the raised funds, the normal production and operation of the company and ensuring the safety of funds.
3、 Cash management using some idle raised funds
(I) source of funds
Idle raised funds.
(II) investment varieties
The varieties of investment are financial products or structured deposits with high security, good liquidity, principal guaranteed agreement and short-term (within 12 months) issued by commercial banks.
(III) investment quota and term
The amount of raised funds temporarily idle by the company for cash management shall not exceed RMB 1.35 billion (including this amount). The investment term of this cash management is valid within one year after the deliberation and approval of the board of directors. Within the above limit, the funds can be used on a rolling basis during the investment period.
(IV) implementation mode
Authorize the chairman of the board of directors to specifically implement matters related to cash management within the above limit and sign relevant contract documents. The financial director of the company is responsible for organizing the implementation, and the specific operation is in the charge of the financial department of the company.
4、 Risk control measures
The company uses idle raised funds for cash management, and there is no behavior of changing the purpose of raised funds in disguise. In order to control risks, the company selects commercial banks that can provide Principal Guaranteed commitments as the issuing subjects. The varieties of investment are short-term (within 12 months) financial products or structured deposits with high security, good liquidity and principal guaranteed agreements. The investment risk is small and within the scope of the company’s risk tolerance and control.
The company’s cash management products shall not be used for pledge, and the special settlement account for products shall not deposit non raised funds or be used for other purposes. The independent directors, the audit committee of the board of directors and the board of supervisors have the right to inspect and supervise the use of the raised funds, and can hire professional institutions to audit when necessary. The company will timely perform the obligation of information disclosure in accordance with the provisions of relevant laws and regulations.
5、 Impact on the company’s investment projects with raised funds and daily operation
The company uses some idle raised funds to invest in short-term (within 12 months) financial products or structured deposits with high safety, good liquidity and guaranteed principal, which are implemented on the premise of ensuring that the investment plan of raised funds will not be affected, and will not affect the construction of investment projects with raised funds.
The company makes rational use of some idle raised funds for cash management, which improves the use efficiency of the company’s raised funds, increases the company’s cash management income, protects the rights and interests of shareholders, and does not affect the normal needs of the company’s daily capital turnover and the normal development of the company’s main business.
6、 Review and approval procedures and relevant opinions
(I) deliberations of the board of directors
On February 21, 2022, the 13th meeting of the third board of directors of the company deliberated and approved the proposal on using some idle raised funds for cash management, and agreed that the company should use no more than 1.35 billion yuan of temporarily idle raised funds for cash management.
(II) deliberation of the board of supervisors
On February 21, 2022, the ninth meeting of the third board of supervisors of the company deliberated and approved the proposal on using some idle raised funds for cash management. After deliberation and voting by all supervisors, it was unanimously agreed that the company would use no more than 1.35 billion yuan of temporarily idle raised funds for cash management.
(III) opinions of independent directors
After verification, the company uses idle raised funds for cash management without affecting the construction of raised funds and the use of raised funds, which is conducive to improving the cash management income of idle raised funds; The company’s use of idle raised funds for cash management does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the project with raised funds, and does not change the purpose of raised funds in a disguised manner and damage the interests of shareholders, which is in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the management of raised funds of listed companies.
The independent directors agree that the company will conduct cash management of idle raised funds with a total amount of no more than 1.35 billion yuan (including this amount) for a period of no more than 12 months, and the funds can be used on a rolling basis within the above amount.
7、 Opinions of the sponsor
After verification, the recommendation institution believes that:
The company’s use of some idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have issued clear consent opinions, complied with relevant laws and regulations and performed necessary legal procedures.
The company’s use of some idle raised funds for cash management this time complies with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board And other relevant laws and regulations, there is no situation of changing the use purpose of the raised funds in a disguised form, which will not affect the normal progress of the investment plan of the raised funds.
The recommendation institution has no objection to the company’s use of some idle raised funds for cash management this time. At the same time, the company should pay attention to risk control, timely fulfill the obligation of information disclosure and protect the interests of all shareholders of the company. (no text below)
(signature page of the verification opinions on the use of some idle raised funds for cash management by a joint stock limited company) sponsor representative:
Yinbo Zhao Zonghui
Guotai Junan Securities Co.Ltd(601211) on mm / DD / yyyy (signature page of the verification opinions on the use of some idle raised funds for cash management of the joint stock limited company) (sponsor representative:
Yang Taoyang Jing
AVIC Securities Co., Ltd
