China International Capital Corporation Limited(601995)
About Beijing Huafeng Test & Control Technology Co.Ltd(688200)
Verification opinions on cash management using some temporarily idle raised funds
China International Capital Corporation Limited(601995) (hereinafter referred to as “sponsor”) is a sponsor of Beijing Huafeng Test & Control Technology Co.Ltd(688200) (hereinafter referred to as ” Beijing Huafeng Test & Control Technology Co.Ltd(688200) ” or “company”) for initial public offering and listing on the science and innovation board, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, The cash management matters of Beijing Huafeng Test & Control Technology Co.Ltd(688200) using some temporarily idle raised funds for cash management were verified. The specific conditions are as follows: I. Basic information of raised funds
According to the reply on Approving the registration of Beijing Huafeng Test & Control Technology Co.Ltd(688200) initial public offering (zjxk [2020] No. 93) issued by the China Securities Regulatory Commission on January 14, 2020, the company was approved to publicly issue 15296297 ordinary shares in RMB at an issue price of 107.41 yuan per share, and the total amount of funds raised by the company was 1642975300 yuan, After deducting the total issuance cost of RMB 130.7167 million (excluding tax), the net amount of raised funds is RMB 151.22586 million. All the above raised funds have been in place, which has been verified by Daxin Certified Public Accountants (special general partnership) and issued the capital verification report (daxinyz [2020] No. 3-00003). The company has stored the raised funds in a special account, and signed the tripartite supervision agreement on raised funds and the quadripartite supervision agreement on raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Use of raised funds
1. Purpose of raised funds
According to the company’s prospectus for initial public offering and listing on the science and innovation board, the investment projects and use plans of the raised funds after deducting the issuance expenses are as follows:
Unit: 10000 yuan
No. project name the total investment of the project is planned to use the raised construction cycle
Fund amount
1 integrated circuit advanced test equipment industrialization base 65589.68 65589.68 36 months
Construction Project
2 scientific research and innovation projects 24410.32 24410.32/
3. Supplementary working capital 10000.00 10000.00/
Total 100000.00 100000.00/
Note: the proposal on the extension of the construction project of integrated circuit advanced test equipment industrialization base No. 1 in the table was deliberated and adopted at the 10th meeting of the second board of directors of the company, and the construction period was extended from 24 months to 36 months.
2. As of December 31, 2021, the use of funds raised by the company’s initial public offering:
Unit: 10000 yuan
No. project name investment amount of raised funds cumulative investment amount of raised funds
1. Integrated circuit advanced test equipment industrialization base 65589.68 54540.93 construction project
2 scientific research and innovation projects 24410.32 2828.42
3. Supplementary working capital 10000.00 10000.00
Total 100000.00 67369.35
3、 Basic information of cash management using some temporarily idle raised funds this time
(I) investment purpose
On the premise of ensuring that it will not affect the construction and use of the investment projects with raised funds and ensure the safety of the raised funds, the company shall, in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies and the measures for the administration of the raised funds of listed companies of Shanghai Stock Exchange and other relevant provisions, The rational use of some temporarily idle raised funds for cash management is conducive to reducing the company’s financial expenses, improving the use efficiency of raised funds and increasing the company’s income. (II) types of investment products
The company will strictly control risks in accordance with relevant regulations. The idle raised funds are intended to be used to purchase banks or other financial institutions with an investment period of no more than 12 months, which have high security, good liquidity Investment products with Principal Guaranteed agreements sold by financial institutions with legal business qualifications (including but not limited to principal guaranteed financial products, structured deposits, time deposits and general investment).
(III) investment amount and term
The company plans to use the idle raised funds with a limit of no more than RMB 1 billion (including this amount) for cash management. The term is valid within 12 months from the date of deliberation and approval by the board of directors. Within the above-mentioned term and limit, the funds can be recycled and rolled.
(IV) implementation mode
The board of directors authorizes the management of the company to exercise the decision-making power of cash management and investment within the authorized amount and period and sign relevant contract documents. The specific matters shall be organized and implemented by the Finance Department of the company.
(V) information disclosure
The company will timely disclose the specific situation of cash management of the raised funds in accordance with the provisions and requirements of relevant laws and regulations such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange.
4、 Impact on the daily operation of the company
The company plans to use part of the temporarily idle raised funds for cash management on the premise of ensuring the funds required by the company’s raised investment projects and ensuring the safety of the raised funds, which will not affect the normal turnover needs of the company’s daily funds and the normal operation of the raised funds, nor the normal development of the company’s main business. At the same time, timely cash management of the temporarily idle raised funds can obtain a certain investment income, which is conducive to further improve the overall performance level of the company and seek a better return on investment for the company and shareholders.
5、 Investment risk and risk control measures
(I) investment risk
During cash management, the company will choose investment products with guaranteed principal sold by financial institutions with high safety, good liquidity and legal business qualification. However, the financial market is greatly affected by the macro economy. The company will intervene in a timely and appropriate manner according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations.
(II) risk control measures
1. The company will handle relevant cash management business in strict accordance with relevant laws, regulations and normative documents such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the company’s measures for the management of raised funds.
2. The company will timely analyze and track the investment direction of cash management products and the progress of the project. If the evaluation finds that there are risk factors that may affect the company’s capital safety, adverse changes in profitability, losses of investment products that are inconsistent with the situation at the time of purchase, the company will take corresponding measures in time to control investment risks.
3. The Audit Department of the company is responsible for auditing and supervising the use and custody of funds in this cash management.
4. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of cash management funds, and can hire professional institutions to conduct special audit on cash management when necessary.
5. The company will timely perform the obligation of information disclosure in accordance with relevant legal provisions and normative documents.
6、 Review procedures and special opinions
On February 25, 2022, the 10th meeting of the second board of directors and the 9th meeting of the second board of supervisors deliberated and approved the proposal on using some idle raised funds for cash management, and agreed that the company would use idle raised funds with a limit of no more than 1 billion yuan for cash management, that is, high purchase safety, good liquidity Investment products with Principal Guaranteed agreements sold by financial institutions with legal business qualifications (including but not limited to principal guaranteed financial products, structured deposits, time deposits, call deposits, large certificates of deposit, agreed deposits, etc.). Within the above limit, the funds can be used on a rolling basis. The resolution on the use of idle raised funds for cash management shall be effective within 12 months from the date of deliberation and adoption by the board of directors. The above matters have been expressly agreed by the independent directors and the board of supervisors.
(I) opinions of the board of supervisors
The company uses part of the idle raised funds of no more than RMB 1 billion (including this amount) for cash management, which is conducive to improving the use efficiency and income of the company’s raised funds, without damaging the interests of the company and minority shareholders, changing the purpose of the raised funds in a disguised manner, affecting the normal use of the raised funds, and meeting the requirements of relevant laws and regulations. It is agreed that the company will use part of the temporarily idle raised funds of no more than RMB 1 billion (including this amount) for cash management.
(II) opinions of independent directors
The company’s cash management of some idle raised funds this time is carried out on the premise of ensuring the normal operation of the investment projects of raised funds and the safety of raised funds, which will not affect the normal construction of the projects of raised funds and the normal use of the raised funds of the company. The company’s cash management of idle raised funds this time is conducive to improving the use efficiency of raised funds, increasing the company’s income and obtaining a better return on investment for the company and shareholders. The approval procedure of the proposal complies with the requirements of relevant laws and regulations 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 and the measures for the administration of raised funds by listed companies of Shanghai Stock Exchange. There is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of minority shareholders. It is agreed that the company will use part of the idle raised funds of no more than 1 billion yuan (including this amount) for cash management, and the funds can be recycled and used within the above limit and term.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: the company’s use of some temporarily 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, performed the necessary legal procedures, and complied with the provisions of relevant laws and regulations and exchange rules; The company’s use of some temporarily idle raised funds for cash management this time complies with the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, and the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation The guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the company’s raised funds management system and other relevant provisions do not change the use of raised funds in a disguised manner, which will not affect the normal implementation of the company’s raised funds investment plan; On the premise of ensuring the normal operation and capital demand of the company and not affecting the normal implementation of the investment projects with raised funds, the company can improve the efficiency of capital use and obtain certain investment income through cash management, which is in line with the interests of the company and all shareholders.
In conclusion, the recommendation institution has no objection to the company’s use of some temporarily idle raised funds for cash management. (no text below)
(there is no text on this page, which is the signature page of China International Capital Corporation Limited(601995) verification opinions on Beijing Huafeng Test & Control Technology Co.Ltd(688200) using some temporarily idle raised funds for cash management) sponsor representative:
Jia Yizhen Xingke
China International Capital Corporation Limited(601995) February 25, 2022
