Northeast Securities Co.Ltd(000686)
About Fujian Snowman Co.Ltd(002639)
Verification opinions on cash management using some idle raised funds
Northeast Securities Co.Ltd(000686) (hereinafter referred to as ” Northeast Securities Co.Ltd(000686) ” or “recommendation institution”) as the recommendation institution for the continuous supervision of Fujian Snowman Co.Ltd(002639) (hereinafter referred to as ” Fujian Snowman Co.Ltd(002639) ” or “company”) non-public offering in 2021, according to the administrative measures for securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and other relevant regulations have verified the cash management of Fujian Snowman Co.Ltd(002639) using some idle raised funds. The specific verification is as follows:
1、 Basic information of raised funds
According to the reply on approving Fujian Snowman Co.Ltd(002639) non-public offering of shares issued by China Securities Regulatory Commission (zjxk [2021] No. 3202), the company’s non-public offering of RMB common shares does not exceed 202221830 shares, and the total amount of raised funds does not exceed RMB 670 million, deducting the expenses related to the issuance (tax excluded) RMB 6842798.62, and the actual net amount of raised funds is RMB 663157196.18. Dahua Certified Public Accountants (special general partnership) has verified the availability of the above raised funds and issued the capital verification report (Da Hua Yan Zi [2021] No. 000840). The company has carried out special account storage management of the raised funds in accordance with the regulations, and signed relevant regulatory agreements with the deposit banks and sponsors of the raised funds.
The investment projects of the raised funds are as follows:
No. amount of raised funds to be invested in the investment project of raised funds (yuan)
1 hydrogen fuel cell system production base construction project 450000000.00
2. Construction project of hydrogen energy technology R & D center 100000000.00
3. Supplementary working capital 113157196.18
Total 663157196.18
2、 Use of raised funds
In order to standardize the management and use of the company’s raised funds and protect the interests of investors, in accordance with the requirements of laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and in combination with the actual situation of the company, The company has formulated the measures for the management and use of raised funds.
According to the measures for the management and use of raised funds, the company and Fujian Snowman Hydrogen Energy Technology Co., Ltd., the implementation subject of the hydrogen fuel cell system production base construction project, implement a special account for the raised funds, set up a special account for the raised funds in the bank, and cooperate with China Citic Bank Corporation Limited(601998) Fuzhou branch, China Everbright Bank Company Limited Co.Ltd(601818) Fuzhou branch Industrial Bank Co.Ltd(601166) Changle sub branch signed the tripartite supervision agreement on raised funds and the quadripartite supervision agreement on raised funds, clarifying the rights and obligations of all parties. As of December 20, 2021, the balance of the company’s fund-raising account was 585283013.67 yuan (including the issuance cost to be replaced of 2125817.49 yuan).
3、 Reasons for idle raised funds
Since the company’s hydrogen fuel cell system production base construction project and hydrogen energy technology R & D center construction project are in the early stage of construction, the construction of the project invested by the raised funds needs a certain period. According to the use plan of the company’s raised funds, the raised funds that have not been put into use are temporarily idle. The company uses some idle raised funds for cash management, which does not affect the construction of investment projects and the normal use of raised funds, nor does it change the purpose of raised funds.
4、 Basic information of cash management using idle raised funds this time
(i) Investment purpose
In order to improve the use efficiency of raised funds, make rational use of some temporarily idle raised funds, increase the company’s income and obtain more returns for the company and shareholders without affecting the construction and use of raised funds and the safety of raised funds.
（2） Types of investment products
The company will strictly control risks in accordance with relevant regulations, and plans to use some temporarily idle raised funds to purchase principal guaranteed products with high safety and good liquidity (including but not limited to structural deposits, time deposits, large certificates of deposit, income certificates, etc.). Investment products should have good liquidity, do not affect the normal progress of the investment plan of raised funds, and do not
（3） Investment period
It shall be valid within 12 months from the date of deliberation and approval by the board of directors.
（4） Investment quota
The company plans to use the temporarily idle raised funds of no more than RMB 250 million (including this amount) for cash management. Within the above limit and period, the funds can be used circularly and rolling, and will be returned to the special account for raised funds when due.
（5） Implementation mode
Within the limit and investment period, the general manager of the company is authorized to exercise the decision-making power of cash management investment, sign relevant contract documents and organize the implementation of matters related to cash management. The specific matters shall be implemented by the finance department.
（6） Information disclosure
The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange, and will not change the purpose of the raised funds in a disguised form.
（7） Distribution of cash management income
The income obtained from the company’s cash management belongs to the company, which will be used preferentially for 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 Shenzhen Stock Exchange on the regulatory measures for raised funds.
5、 Investment risk analysis and risk control measures
(i) Investment risk
The company will strictly control risks in accordance with relevant regulations, strictly evaluate investment products, select investment products with good liquidity and high security, issued by commercial banks and provided principal guarantee for a period of no more than 12 months, do not invest in other securities, and do not buy products with stocks, their derivatives and unsecured bonds as investment targets, with controllable risks.
（2） Risk control measures
1. The company will handle relevant cash management business in strict accordance with the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations, the articles of association and the measures for the management and use of raised funds.
2. The company will timely analyze and track the investment direction and progress of investment products, strengthen risk control and ensure capital safety. If adverse factors are found or judged, corresponding measures will be taken in time.
3. The internal audit department of the company is responsible for auditing and supervising the use and custody of funds in this cash management. 4. The company’s independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
5. The company will timely perform the obligation of information disclosure in accordance with relevant laws, regulations and normative documents.
6、 Impact on the company’s operation
The company plans to use part of the temporarily idle raised funds for cash management on the premise of ensuring the funds required for 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 projects, nor the normal development of the company’s main business. At the same time, the rational use of some temporarily idle raised funds for cash management will help to improve the use efficiency of raised funds, increase the company’s income and obtain more returns for the company and shareholders.
7、 Approval procedures performed
1. Deliberations of the board of directors
On December 21, 2021, the 34th meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on cash management using some idle raised funds. After deliberation and voting by all directors, it was unanimously agreed that the company would not affect the progress of the investment project with raised funds, affect the normal production and operation of the company and ensure the safety of funds, Use the temporarily idle raised funds with a limit of no more than RMB 250 million (including this amount) for cash management to purchase principal guaranteed products with high safety and good liquidity (including but not limited to structured deposits, time deposits, certificates of deposit, income certificates, etc.), the service life is within 12 months after the board of directors deliberates and approves. Within the above limit and service life, the funds can be recycled and rolled.
2. Deliberations of the board of supervisors
On December 21, 2021, the 28th meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on cash management with temporarily idle raised funds. After deliberation and voting by all supervisors, it was unanimously agreed that the use of temporarily idle raised funds for cash management was in line with the stock listing rules of Shenzhen Stock Exchange The requirements of normative documents such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, 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 provisions of the company’s measures for the management and use of raised funds. The company uses the temporarily idle raised funds for cash management, and invests in capital guaranteed products with high safety and good liquidity, which helps to improve the efficiency of the company’s use of funds. There is no situation affecting the construction of raised funds, which is in line with the interests of the company and all shareholders, and the relevant decision-making procedures comply with the provisions of relevant laws and regulations. The company is approved to use some idle raised funds for cash management.
3. Opinions of independent directors
Independent directors believe that the company’s use of some idle raised funds for cash management will not affect the normal implementation of raised investment projects, nor will it have a negative impact on the company’s main business. The management of some temporarily idle raised funds can ensure the utilization efficiency of raised funds and obtain more investment returns for the company and shareholders. The act does not change the purpose of the raised funds or damage the interests of shareholders, Comply with the requirements of normative documents such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, 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 provisions of the company’s measures for the management and use of raised funds.
The decision-making procedure of this matter is legal and compliant. The board of directors of the company has formulated practical and effective internal control measures and systems, and the safety of funds can be guaranteed. Therefore, we agree that the company uses some idle raised funds for cash management.
8、 Verification opinions of the recommendation institution
After reviewing the information and deliberation results of the board of directors, the information and deliberation results of the board of supervisors and the opinions of independent directors, the sponsor believes that:
The company’s use of some temporarily idle raised funds for cash management has been deliberated and approved at the 34th meeting of the 4th board of directors and the 28th meeting of the 4th board of supervisors. The independent directors have expressed clear consent and fulfilled the necessary approval procedures, Comply with the requirements of normative documents such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, 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 provisions of the company’s measures for the management and use of raised funds. There is no disguised change in the use of the raised funds, which will not affect the normal implementation of the company’s investment plan of the raised funds; On the premise of ensuring the normal operation and capital demand of the company and not affecting the normal implementation of raised investment projects, the company can improve the capital use efficiency through cash management, which is in line with the interests of the company and all shareholders.
Based on the above opinions, Northeast Securities Co.Ltd(000686) has no objection to Fujian Snowman Co.Ltd(002639) using some idle raised funds for cash management.
(there is no text on this page, which is the signature page of Northeast Securities Co.Ltd(000686) verification opinions on Fujian Snowman Co.Ltd(002639) using some idle raised funds for cash management) signature of the sponsor representative:
Xu Dezhi
Fan Gangqiang
Northeast Securities Co.Ltd(000686) December 2021
