Haitong Securities Company Limited(600837)
About Kbc Corporation Ltd(688598) using some idle raised funds
Verification opinions on cash management
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "recommendation institution") as the continuous supervision organization of Kbc Corporation Ltd(688598) (hereinafter referred to as " Kbc Corporation Ltd(688598) " or "company") for initial public offering of shares, listing on the science and innovation board and issuing convertible corporate bonds (hereinafter referred to as "convertible bonds") to unspecified objects in 2021, according to the measures for the administration of securities issuance and listing recommendation business In accordance with the requirements of laws, regulations and normative documents such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the company has carefully and prudently verified the cash management of the company using part of the idle raised funds. The details of the verification are as follows: I. Basic information of the raised funds
1. Initial public offering
According to the review opinions and approval of Shanghai Stock Exchange on the company's initial public offering and listing on the science and innovation board, and the reply on Approving the registration of Kbc Corporation Ltd(688598) initial public offering issued by China Securities Regulatory Commission on April 15, 2020 (zjxk [2020] No. 719), the company is allowed to publicly issue 20000000 RMB ordinary shares to the public, The par value of each share is RMB 1.00, the issue price is RMB 47.20, and the total amount of funds raised is RMB 944000000.00. After deducting underwriting and recommendation fees, lawyer fees, audit and verification fees, information disclosure fees and other expenses, the total amount is RMB 78727924.53 (excluding tax). The actual net amount of funds raised this time is RMB 865272075.47.
The above funds were received on May 12, 2020. Tianzhi International Certified Public Accountants (special general partnership) verified the availability of the funds raised by the company's public offering of shares, and issued the capital verification report (tzyz [2020] No. 27150) on May 12, 2020.
2. Issue convertible corporate bonds to unspecified objects
On April 28, 2021, it was considered and adopted by the 26th review meeting of the science and Innovation Board Listing Committee of Shanghai Stock Exchange in 2021 On June 9, 2021, it was approved by the China Securities Regulatory Commission on approving Kbc Corporation Ltd(688598) the registration of issuing convertible corporate bonds to unspecified objects (the CSRC permits the issuance of RMB convertible corporate bonds. The total amount of funds raised by the company's convertible bonds this time is RMB 59990100, and the number of convertible bonds is 5999010, each with a face value of RMB 100, which is issued according to the face value. The total amount of funds raised by the company's issuance of convertible corporate bonds to unspecified objects is RMB 599901000.00, deducting recommendation and underwriting, audit fees and lawyers Fees, credit rating fees, information disclosure and issuance procedures totaled 5662685.24 yuan (excluding tax), and the net amount of funds actually raised was 594238314.76 yuan.
The above funds were received on July 29, 2021. Tianzhi International Certified Public Accountants (special general partnership) verified the availability of the funds raised by the company and issued the capital verification report (tzyz [2021] No. 36586) on July 29, 2021.
2、 Details of cash management with temporarily idle raised funds
In order to improve the use efficiency of funds, on the premise of not affecting the normal implementation of the company's raised investment projects and ensuring the safety of the raised funds, the company plans to use part of the temporarily idle raised funds for cash management. The specific conditions are as follows: (I) investment purpose
In accordance with 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 guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, in order to improve the efficiency of raised funds and make rational use of some idle raised funds, in order to ensure that the construction and use of raised funds will not be affected When the raised funds are safe, increase the company's income and obtain more returns for the company and shareholders.
(II) types of investment products
In order to improve the use efficiency of funds, the company will strictly control risks in accordance with relevant regulations, use temporarily idle raised funds to buy bank financial products with high safety and good liquidity, and such investment products shall not be used for pledge or investment for the purpose of securities investment.
(III) investment amount and term
The company plans to use some idle raised funds with a maximum amount of no more than 500 million yuan (including this amount) for cash management. The investment period of some idle raised funds is effective within 12 months from the expiration date of the last authorization, and the funds within this limit can be recycled and used in a rolling manner, That is, the total principal amount of undue investment products held at any time during the investment period shall not exceed the amount approved by the board of directors.
(IV) distribution of cash management income
The income obtained from the company's use of temporarily idle raised funds for cash management will be preferentially used to make up the insufficient investment amount of raised investment projects and the working capital required by the company's daily operation, and will be managed and used in strict accordance with the requirements of the CSRC and Shanghai Stock Exchange on the supervision measures of raised funds. After the cash management expires, it will be returned to the special account for raised funds.
(V) implementation mode
Within the above scope, the general manager of the company is authorized to decide to purchase specific financial products and sign relevant documents, including but not limited to selecting qualified issuers of financial products, clarifying financial amount, selecting varieties of financial products, signing contracts, etc. the specific matters shall be organized and implemented by the financial department of the company.
(VI) information disclosure
The company will comply with the provisions and requirements of relevant laws and regulations such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, and the self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, Timely disclose the specific situation of cash management of raised funds.
3、 Impact on the company
The company's cash management of idle raised funds is based on effective control. During implementation, it will ensure the normal operation and capital safety of the company, will not affect the normal turnover of the company's daily funds or the development of the company's main business and the normal progress of the investment plan of raised funds, and will not change the purpose of raised funds in a disguised manner. Appropriate and timely cash management of temporarily idle raised funds can reduce idle funds and obtain certain investment income, which is conducive to improving the overall performance level of the company and obtaining more investment returns for the company and shareholders. 4、 Investment risk analysis and risk control measures
(I) investment risk
Although the company plans to choose cash management products with low-risk investment varieties, 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
The company will handle relevant cash management business in strict accordance with relevant laws and regulations such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the articles of association and the management system of raised funds, and timely analyze and track the operation of cash investment products. If adverse factors are found or judged, the company will take corresponding measures in time to control investment risks; The Audit Department of the company is the supervision department of cash investment products, which has the right to audit and supervise the matters of cash investment products of the company; Independent directors and the board of supervisors have the right to supervise and inspect the use of funds and cash management of the company; The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shanghai Stock Exchange. 5、 Opinions of the board of directors, independent directors and board of supervisors
(I) opinions of the board of directors
The company held the 33rd meeting of the second board of directors, deliberated and approved the proposal on Kbc Corporation Ltd(688598) using part of the idle raised funds for cash management, and agreed that the company would use the idle raised funds with a maximum amount of no more than 500 million yuan (including this amount) for cash management in a timely manner without affecting the construction and use of the investment projects of the raised funds. The above resolutions do not need to be submitted to the general meeting of shareholders for deliberation, and the quota can be recycled and rolled within the use authorization period.
(II) opinions of independent directors
The independent directors believe that the company's use of idle raised funds for cash management in a timely manner, the content and review procedures comply with relevant laws, regulations, rules and other normative documents and the company's raised funds management system, and the company's use of some idle raised funds for cash management does not conflict with the construction content of the raised funds investment project, It does not affect the normal implementation of the investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised form and damaging the interests of the shareholders of the company. It meets the practical needs of the development interests of the company, and is conducive to improving the fund use efficiency of the company and obtaining good capital return, It is agreed that the company will use the idle raised funds with a maximum amount of no more than 500 million yuan (including this amount) for cash management in a timely manner, and the funds can be recycled and used within the above-mentioned limit and term.
(III) opinions of the board of supervisors
The company's use of idle raised funds for timely cash management is conducive to improving the use efficiency of raised funds and will not affect the use of raised funds. There is no behavior of changing the purpose of raised funds in a disguised form and damaging the interests of the company and all shareholders. The relevant review and approval procedures comply with the provisions of laws and regulations and the company's management system for the use of raised funds. It is agreed that the company will use the idle raised funds with a maximum amount of no more than 500 million yuan (including this amount) for cash management in a timely manner, and the funds can be recycled and used within the above-mentioned limit and term. 6、 Verification opinions of the recommendation institution
After verification, the sponsor 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, and the independent directors have issued clear consent opinions, which does not need to be submitted to the general meeting of shareholders of the company for deliberation and approval; By investing in financial products with high safety and good liquidity, the company can improve the use efficiency of funds, does not involve changing the purpose of raised funds in disguise, does not affect the normal progress of the investment plan of raised funds, and complies with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies Relevant provisions such as self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation and the company's fund-raising management system. The recommendation institution has no objection to the cash management of the company's use of some idle raised funds this time.
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(there is no text on this page, which is the signature and seal page of Haitong Securities Company Limited(600837) verification opinions on Kbc Corporation Ltd(688598) using some idle raised funds for cash management) signature of the sponsor representative:
Hu Panpan, Zhao Peng
Haitong Securities Company Limited(600837) mm / DD / yy
