Dongxing Securities Corporation Limited(601198)
About Shenzhen oney Electronics Co., Ltd
Verification opinions on cash management with temporarily idle raised funds
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) ” or “sponsor”) as a sponsor for the initial public offering, listing and continuous supervision of Shenzhen oneI Electronics Co., Ltd. (hereinafter referred to as “oneI Electronics” or “company”), in accordance with the administrative measures for securities issuance and listing recommendation business and the Listing Rules of GEM stocks of Shenzhen Stock Exchange According to the requirements of relevant laws, regulations and normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the matters of cash management by oney electronics using temporarily idle raised funds have been carefully verified. The verification results are as follows: I. overview of raised funds
With the approval of the reply on Approving the registration of initial public offering of Shenzhen oneI Electronics Co., Ltd. (zjxk [2021] No. 3582) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), and with the consent of Shenzhen Stock Exchange, the company issued 30 million RMB common shares (a shares) for the first time, The par value of each share is 1.00 yuan, the issue price is 66.18 yuan / share, the total amount of funds raised is 1985400000.00 yuan, after deducting 184883351.50 yuan of relevant issuance expenses (excluding tax), the actual net amount of funds raised is 1800516648.50 yuan, including 808742700.00 yuan of funds raised for investment projects and 991773948.50 yuan of over raised funds. The above raised funds have been transferred to the designated account of the company on December 23, 2021, and have been verified by Lixin Certified Public Accountants (special general partnership), and the capital verification report (xksbz [2021] No. zb11564) was issued on December 24, 2021.
The company has stored and managed the above raised funds in a special account in accordance with the regulations. After the raised funds are received, they are all deposited in the special account for raised funds, and signed the tripartite supervision agreement for raised funds with the sponsor and the bank with which the special account is opened.
2、 Basic information of investment projects with raised funds
According to the prospectus of Shenzhen oney Electronics Co., Ltd. for initial public offering and listing on the gem, the funds raised by the company’s public offering will be used to invest in the following projects:
Unit: 10000 yuan
No. project name total investment proposed to be invested in the implementation subject of raised funds
1. Intelligent video product production line construction project 29045.32 29045.32 Zhongshan huihaixin + Austria
Sony Video
2. Intelligent audio product production line construction project 17903.12 17903.12 Zhongshan huihaixin + Austria
Ni intelligence
3. Intelligent transformation project of PCBA production workshop 2146.25
4. Construction project of intelligent audio and video product R & D center 12678.29 oni Electronics
5. Brand building and marketing channel upgrading project 14101.29
6. Supplementary working capital project 5000.00 onyi Electronics
Total 80874.27
Note 1: Zhongshan huihaixin is the abbreviation of Zhongshan huihaixin Technology Co., Ltd; Oney video is the abbreviation of oney video technology (Zhongshan) Co., Ltd; Onyi intelligent is the abbreviation of onyi Intelligent Technology (Zhongshan) Co., Ltd.
Note 2: the part of the net funds raised this time exceeding the amount required for the above project investment is the over raised funds.
As the construction of the project invested by raised funds needs a certain period, according to the construction progress of the project invested by raised funds, some of the raised funds (including over raised funds) are idle in the short term. On the premise of not affecting the construction of investment projects with raised funds and the normal operation of the company, the company and its subsidiaries within the scope of consolidated statements will reasonably use idle raised funds for cash management to improve the use efficiency of raised funds.
3、 Basic information of cash management with temporarily idle raised funds
(I) investment purpose
In order to improve the use efficiency and income of raised funds and make rational use of idle raised funds, the company and its subsidiaries within the scope of consolidated statements, without affecting the normal development of the company’s main business, the construction and implementation of investment projects with raised funds and ensuring the safety of raised funds, The use of temporarily idle raised funds (including over raised funds) with a limit of no more than RMB 1.6 billion for cash management is conducive to improving the use efficiency of raised funds and obtaining more return on investment for the company and shareholders.
(II) investment varieties
The company and its subsidiaries within the scope of consolidated statements will strictly control risks and strictly evaluate products in accordance with relevant regulations. The varieties to be invested with idle raised funds are cash management products with high safety, good liquidity, low risk and robustness with an investment period of no more than 12 months. The relevant products do not involve high-risk investments such as securities investment and derivatives investment specified in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
Investment products shall not be pledged, and the special settlement account for products shall not be used for non raised funds or other purposes. If the special settlement account for products is opened or cancelled, the company will timely submit it to Shenzhen stock exchange for filing and announcement.
(III) investment quota
In combination with the implementation progress and plan of the raised investment project and the current use of the raised funds, the company and its subsidiaries within the scope of the consolidated statements plan to use the temporarily idle raised funds with an amount of no more than RMB 1.6 billion for cash management. Within the above approval period and authorized amount, the funds can be recycled and used on a rolling basis.
(IV) investment period
The authorization of the above idle raised funds for cash management shall be valid for one year from the date of deliberation and approval by the general meeting of shareholders of the company, and the investment period of a single financial product shall not exceed 12 months (including). (V) implementation mode
After the above matters are deliberated and approved by the board of directors and the board of supervisors, they can be implemented only after being deliberated and approved by the general meeting of shareholders. Within the validity period and scope of the quota authorization, the board of directors of the company requests the general meeting of shareholders to authorize the general manager of the company to exercise the investment decision-making power within the quota, and the financial department of the company is responsible for the specific implementation.
(VI) source of funds
The funds for cash management using the temporarily idle raised funds come from the temporarily idle raised funds of the company, which will not affect the construction of the investment projects of the company and the normal use of the raised funds.
(VII) information disclosure
The company will follow 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, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies In accordance with the relevant requirements of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, perform the obligation of information disclosure on the progress of cash management with raised funds.
4、 Investment risk analysis and risk control measures
(I) investment risk
1. Although the company and its subsidiaries within the scope of consolidated statements will strictly screen investment objects and financial products belong to low-risk investment varieties, the financial market is greatly affected by macro-economy, and it is not excluded that this investment will be affected by market fluctuations;
2. The company and its subsidiaries within the scope of the consolidated statements will intervene in a timely and appropriate manner according to the economic situation and changes in the financial market, so the actual income of the investment is unpredictable;
3. Operational risks of relevant staff.
(II) risk control measures
1. The company and its subsidiaries within the scope of consolidated statements will strictly abide by the principle of prudent investment, and the idle raised funds shall not be used for high-risk investments such as securities investment and derivatives investment; When using idle raised funds for cash management, the company will choose investment products with high safety, good liquidity, low risk and stability and a term of no more than 12 months, and clarify the amount, term, investment varieties, rights, obligations and legal liabilities of both parties.
2. The Finance Department of the company shall establish an account to manage the financial products, timely analyze and track the changes in the net value of the financial products, and take corresponding measures to control the investment risk in time if it is found that there are risk factors that may affect the company’s capital safety and profitability.
3. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of the above idle raised funds, and can hire professional institutions to audit when necessary.
4. The Audit Department of the company is responsible for auditing and supervising the use and custody of the raised funds.
5. The company will perform the obligation of information disclosure on the progress of the company’s cash management with raised funds in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Impact on the daily operation of the company
(I) the company and its subsidiaries within the scope of consolidated statements use part of the temporarily idle raised funds for cash management on the premise of ensuring that it will not affect the normal operation of the company, the normal implementation of the investment plan of the raised funds and the safety of the raised funds, and will not affect the construction of the investment projects and the normal development of the main business of the company, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders. Using part of the temporarily idle raised funds for cash management can improve the use efficiency of the company’s raised funds, obtain certain investment income and obtain more investment returns for the company and shareholders.
(II) the company will conduct corresponding accounting treatment for the cash management business of raised funds in accordance with the accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 37 – presentation of financial instruments and other relevant provisions, which will be reflected in the relevant subjects of the balance sheet and income statement.
6、 Relevant review procedures and review opinions
(I) deliberation opinions of the board of directors
At the 21st Meeting of the second board of directors held on February 23, 2022, the company deliberated and approved the proposal on cash management with temporarily idle raised funds, and agreed that the company and its subsidiaries within the scope of consolidated statements, without affecting the construction of investment projects with raised funds and the normal use of raised funds, Use the temporarily idle raised funds (including over raised funds) with a limit of no more than RMB 1.6 billion for cash management and purchase cash management products with high safety, good liquidity, low risk and robustness. The limit can be used circularly and rollably within one year from the date of deliberation and approval by the general meeting of shareholders. The matter still needs to be submitted to the general meeting of shareholders for deliberation.
(II) independent opinions of independent directors
The independent directors believe that the company and its subsidiaries within the scope of consolidated statements use the temporarily idle raised funds of no more than RMB 1.6 billion for cash management on the premise of ensuring the construction of investment projects and the normal operation of the company, which will help to improve the use efficiency of raised funds and create investment income for the company. The contents and deliberation procedures of the matter comply with the relevant provisions of the CSRC, 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, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of the company and all shareholders, especially the interests of minority shareholders.
The independent directors of the company unanimously agreed to the proposal on cash management with temporarily idle raised funds and agreed to submit it to the general meeting of shareholders for deliberation.
(III) review opinions of the board of supervisors
At the 13th meeting of the second board of supervisors held on February 23, 2022, the company deliberated and approved the proposal on using temporarily idle raised funds for cash management, and agreed to use temporarily idle raised funds of no more than RMB 1.6 billion for cash management, which can be recycled and rolled within one year from the date of deliberation and approval by the general meeting of shareholders. After review, the board of supervisors believes that the company and its subsidiaries within the scope of consolidated statements can improve the use efficiency of raised funds and obtain certain investment income by using temporarily idle raised funds of no more than RMB 1.6 billion for cash management without affecting the construction of investment projects with raised funds and the normal operation of the company, Obtain more return on investment for the company and shareholders. The relevant decision-making and deliberation procedures of this matter are legal and compliant, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
The board of supervisors unanimously agreed to submit the proposal on the temporary use of the company’s idle funds to the general meeting of shareholders for deliberation.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: on the premise of ensuring the sufficient funds required for the investment projects with raised funds and ensuring the safety of the raised funds, onyi electronics uses the temporarily idle raised funds (including over raised funds) for cash management, which is conducive to improving the use efficiency of the raised funds; The matter has been deliberated and adopted at the 21st Meeting of the second board of directors and the 13th meeting of the second board of supervisors and is independent
