Gf Securities Co.Ltd(000776) the verification opinion Gf Securities Co.Ltd(000776) (hereinafter referred to as ” Gf Securities Co.Ltd(000776) ” or “recommendation institution”) on the settlement of Jade Bird Fire Co.Ltd(002960) raised capital project and permanent replenishment of working capital from the surplus raised capital is regarded as the recommendation institution for the initial public offering and listing of Jade Bird Fire Co.Ltd(002960) (hereinafter referred to as ” Jade Bird Fire Co.Ltd(002960) ” and “company”), In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant provisions, The closing of Jade Bird Fire Co.Ltd(002960) This fund-raising investment project and the permanent supplement of the surplus fund-raising funds to the working capital are verified as follows: I. Basic information of the raised funds
(I) basic information of raised funds
With the approval of the reply on Approving the initial public offering of Beida Qingniao Huanyu fire fighting equipment Co., Ltd. (zjxk [2019] No. 1320) issued by China Securities Regulatory Commission, Jade Bird Fire Co.Ltd(002960) issued 60 million ordinary shares at an initial public offering price of 17.34 yuan / share, raised a total of 104.4 million yuan, and deducted 102.2705 million yuan of issuance expenses excluding tax, The actual net amount of raised funds was 938.1295 million yuan. The availability of the above raised funds was verified by Ruihua Certified Public Accountants (special general partnership) on August 5, 2019 and issued the capital verification report “Ruihua Yan Zi [2019] No. 01500007”.
The planned investment projects of the company’s initial public offering of shares are as follows:
No. project name project category proposed investment amount (10000 yuan)
1. Upgrading and expansion project of electrical fire monitoring system and independent photoelectric sensor 13727.96
Smoke detection alarm upgrading and production expansion project
2 automatic fire extinguishing system expansion construction project 12233.90
3 gas detection instrument production expansion construction project 8895.63
4. Automatic fire alarm and linkage control system production technology transformation project 24829.96
Line technical transformation project
5 R & D and testing center construction project establishment of R & D and testing center 6125.50
6. Supplementary working capital supplementary working capital 28000.00
Total 93812.95
(II) adjustment of use of raised funds
1. The 11th meeting of the 3rd board of directors and the 4th meeting of the 3rd board of supervisors deliberated and approved the proposal on replacing the funds invested in the raised investment projects in advance with the raised funds, and agreed to use the raised funds to replace the self raised funds invested in the raised investment projects in advance with 146767223.98 yuan.
2. The 11th meeting of the 3rd board of directors and the 4th meeting of the 3rd board of supervisors deliberated and adopted the proposal on cash management using some idle raised funds and self owned funds, It is agreed that the company will use the temporarily idle raised funds of no more than 530 million yuan (including this amount) and the temporarily idle own funds of no more than 200 million yuan (including this amount) for cash management without affecting the construction and normal production and operation of the raised investment projects.
3. On July 15, 2020, the company held the 30th meeting of the third board of directors and deliberated and adopted the proposal on changing some investment projects with raised funds. On July 31, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and approved the relevant proposal on changing the purpose of the raised funds, and agreed to terminate the “automatic fire extinguishing system expansion construction project”, “gas detection instrument expansion construction project” and “R & D Detection Center construction project”, In addition, 167 million yuan of the fund balance of the original fund-raising investment project will be used for the construction and implementation of the new fund-raising investment project “fire alarm technology and product line integration upgrading and development project”. The remaining fund-raising companies will launch the new fund-raising investment project in due time after further demonstration.
4. On August 17, 2020, the company held the 35th meeting of the third board of directors and the 13th meeting of the third board of supervisors, deliberated and approved the proposal on using idle raised funds to temporarily supplement working capital, and agreed that the company should use idle raised funds of no more than RMB 300 million to temporarily supplement working capital, with a service life of no more than 12 months.
5. On August 28, 2020, the company held the 36th meeting of the third board of directors and the 14th meeting of the third board of supervisors, deliberated and adopted the proposal on using some idle raised funds for cash management, and agreed that the company, without affecting the construction and normal production and operation of raised investment projects, Use the temporarily idle raised funds of no more than 500 million yuan (including this amount) for cash management.
6. On October 30, 2020, the company held the 39th meeting of the third board of directors and the 15th meeting of the third board of supervisors, which respectively deliberated and adopted the proposal on the closing of some IPO projects, changing the use of some raised funds and permanently supplementing working capital with some raised funds. On November 18, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and approved the above proposal, and agreed to conclude the “upgrading and expansion project of electrical fire monitoring system and independent photoelectric smoke detection alarm” and “technical transformation project of production line of automatic fire alarm and linkage control system” among the investment projects raised by initial public offering. Meanwhile, in order to further improve the use efficiency of raised funds, optimize the allocation of resources and reduce the financial cost of the company, the terminated “automatic fire extinguishing system expansion construction project” and “gas detection instrument expansion construction project” will be The remaining raised capital of 107.4154 million yuan (as of September 30, 2020) invested by the raised capital of the “R & D and testing center construction project” but the purpose of change has not been determined, as well as the later interest and cash management income, are used to permanently supplement the working capital, accounting for about 11.50% of the net raised capital. 2、 The closing and capital savings of the investment projects with the raised funds
The company’s fund-raising project “integrated upgrading and development project of fire alarm technology and product line” has reached the predetermined usable state. As of February 10, 2022, 55.1255 million yuan of project funds can be saved after the completion of this raised investment project.
The use and savings of the raised funds of the project are as follows:
No. project amount (10000 yuan)
1. Proposed investment of raised funds 16700.50
2. Raised funds invested 11218.39
3 interest and cash management income after deducting handling charges 30.44
4. Surplus funds of the project 5512.55
(I) main reasons for investment savings
1. During the implementation of the project invested by the raised funds, the company abides by the relevant provisions on the use of the raised funds, starts from the actual situation of the project, and on the premise of not affecting the smooth implementation and completion of the project invested by the raised funds, prudently uses the raised funds based on the principles of rationality, economy and effectiveness, and strengthens the cost control, supervision and management of all links, The project construction cost is reasonably saved.
2. In order to improve the use efficiency of the raised funds, on the premise of ensuring that the construction of the investment projects and the safety of the raised funds are not affected, the company uses some temporarily idle raised funds for cash management to obtain a certain investment income, and at the same time, a certain deposit interest income is generated during the deposit period of the raised funds.
(II) use plan of surplus raised funds
In accordance with the relevant provisions 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 and other relevant provisions, the company combines its own actual operation conditions and in line with the principle of maximizing the interests of shareholders, in order to give full play to the use efficiency of funds, The company plans to permanently supplement the working capital with the surplus raised capital of 55.1255 million yuan (including cash management income and bank deposit interest after deducting bank service charges, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out).
On June 1, 2021, the company held the 51st meeting of the third board of directors and the 20th meeting of the third board of supervisors, deliberated and approved the proposal on continuing to use some idle raised funds to temporarily supplement working capital after returning the raised funds in advance, and agreed that the company would use idle raised funds of no more than RMB 130 million to temporarily supplement working capital, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
After the purpose of the raised funds is changed, the company plans to directly convert the funds that have been used for temporary supplementary flow in the early stage into permanent supplementary working funds and will not return them to the special account for raised funds.
After the transfer of surplus funds is completed, the relevant special account for raised funds will no longer be used, and the company will cancel the corresponding special account for raised funds. The tripartite supervision agreement on the storage of special account for raised funds signed by the company, the sponsor and the deposit bank will also be terminated. 3、 Impact of permanent replenishment of working capital with surplus raised funds and relevant explanations
The company’s use of surplus raised funds to permanently supplement working capital will help to improve the use efficiency of raised funds, reduce financial expenses, improve the company’s operating efficiency and maximize the interests of the company and shareholders. There is no change or disguised change in the investment direction of the raised funds, and there is no violation of the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the use of the raised funds of listed companies.
1. The funds raised for permanent replenishment of working capital have been received for more than one year.
2. Perform the examination and approval procedures and information disclosure obligations in accordance with the requirements of the change of the purpose of the raised funds.
The amount of surplus raised funds (including financial management income and bank deposit interest) of this raised investment project exceeds 10% of the net amount of raised funds to be used by the project. According to relevant provisions such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, this matter needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
4、 Review procedures and special opinions
(I) opinions of the board of directors
In view of the fact that the company’s investment project “fire alarm technology and product line integrated upgrading and development project” funded by the initial public offering has reached the predetermined usable state, it is agreed to close the project. At the same time, in order to meet the development needs of the company and improve the use efficiency of the raised funds, combined with the actual operation of the company, the company plans to permanently supplement the working capital with the surplus raised funds of 55.1255 million yuan (including the cash management income and bank deposit interest after deducting the bank handling fee, and the actual amount is subject to the balance of the special account on the day of fund transfer out), Used for daily operation and business development of the company. This matter needs to be submitted to the general meeting of shareholders for deliberation.
(II) opinions of independent directors
After verification, we believe that the company’s settlement of the raised investment project “fire alarm technology and product line integration upgrading and development project” and the permanent supplement of the surplus raised funds to the working capital is a prudent decision made according to the construction of the raised investment project and the actual operation of the company, which will help to improve the use efficiency of the raised funds and reduce the financial expenses, Improving the operating efficiency of the company is conducive to maximizing the interests of the company and shareholders. There is no change or disguised change in the investment direction of the raised funds, and there is no violation of the relevant provisions of the CSRC and Shenzhen Stock Exchange on the use of the raised funds of listed companies. Its decision-making procedures comply with the provisions of laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. Therefore, we agree to close the company’s fund-raising project “integrated upgrading and development project of fire alarm technology and product line”, permanently supplement the surplus fund-raising funds with working capital, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
(III) opinions of the board of supervisors
After deliberation, the company concluded the fund-raising project “integrated upgrading and development project of fire alarm technology and product line”, which is in line with the relevant provisions of laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which is conducive to improving the use efficiency of raised funds, There is no situation that damages the interests of shareholders, especially minority shareholders; The procedure complies with relevant regulations. The board of supervisors agreed to the closing of this raised investment project and permanently supplement the surplus raised funds with working capital. The board of supervisors agreed to submit the matter to the general meeting of shareholders for deliberation.
5、 Opinions of the sponsor
After verification, the recommendation institution believes that: Jade Bird Fire Co.Ltd(002960) the settlement of this raised investment project and the permanent supplement of the surplus raised funds to the working capital meet the requirements of the current laws, regulations and normative documents on the management and use of raised funds. The matter has been deliberated and adopted at the 66th meeting of the third board of directors and the 25th meeting of the third board of supervisors, and the independent directors have also expressed their consent, which needs to be submitted to the general meeting of shareholders for voting. The recommendation institution has no objection to the settlement of Jade Bird Fire Co.Ltd(002960) this raised investment project and the permanent supplement of the surplus raised funds to the working capital.
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(there is no text on this page, which is the signature and seal page of Gf Securities Co.Ltd(000776) verification opinions on closing Jade Bird Fire Co.Ltd(002960) raised investment project and permanently replenishing the surplus raised funds with working capital)
Sponsor representative:
Xu Hailin, Du Juntao
Gf Securities Co.Ltd(000776)
