China Greatwall Securities Co.Ltd(002939)
About Shenzhen Keanda Electronic Technology Corp.Ltd(002972)
The verification opinion China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as ” China Greatwall Securities Co.Ltd(002939) ” or “recommendation institution”) on the use of idle raised funds and idle self owned funds for cash management as the recommendation institution for the initial public offering of Shenzhen Keanda Electronic Technology Corp.Ltd(002972) (hereinafter referred to as ” Shenzhen Keanda Electronic Technology Corp.Ltd(002972) ” or “company”) in accordance with the measures for the administration of recommendation business for securities issuance and listing, the stock listing rules of Shenzhen Stock Exchange The requirements of relevant documents such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies are for Shenzhen Keanda Electronic Technology Corp.Ltd(002972) Special verification was conducted on cash management matters using idle raised funds and self owned funds. The details are as follows: I. Basic information of raised funds
Approved by the reply on approving Shenzhen Keanda Electronic Technology Corp.Ltd(002972) initial public offering of shares (zjxk [2019] No. 2270) of China Securities Regulatory Commission and approved by Shenzhen Stock Exchange, The company publicly issued 44.08 million RMB common shares (A shares), with a par value of 1 yuan per share. The issue price was 11.49 yuan per share, and the total amount of funds raised was 506.4792 million yuan. After deducting the issue expenses of 51.9892 million yuan, the net amount of funds raised was 454.49 million yuan. Zhonghua Certified Public Accountants (special general partnership) has verified the capital availability of the issuer’s initial public offering of shares on December 24, 2019, and issued the “Zhong Hui Zi (2019) No. 7805” capital verification report.
The company stores the raised funds in a special account to ensure that the special funds are used exclusively, and has signed the tripartite supervision agreement on raised funds with the sponsor and the raised funds storage bank to use the raised funds in strict accordance with the regulations. 2、 Investment projects with raised funds
According to the resolution of the general meeting of shareholders of the company and disclosed in the prospectus for initial public offering of shares in Shenzhen Keanda Electronic Technology Corp.Ltd(002972) , the raised funds and the use plan of the raised funds are as follows:
No. project name: proposed amount of raised capital investment
(10000 yuan)
1 automation production base construction project 18929
2 Rail Transit Intelligent Monitoring and diagnosis system development project 8574
3. Construction project of product test center 7809
4 marketing network construction project 5137
5. Supplementary working capital 5000
Total 45449
As of November 30, 2021, the company has used a total of 158847500 yuan of raised funds, and the balance of raised funds is 295642500 yuan. At present, the investment projects with raised funds are advancing steadily. Because the construction of the investment projects with raised funds has a certain periodicity, some of the raised funds will be temporarily idle. 3、 Basic information of cash management using idle raised funds and self owned funds this time
(i) Investment purpose
In order to improve the use efficiency of the company’s funds, the company plans to use the temporarily idle raised funds and its own funds for cash management without affecting the construction of investment projects with raised funds and the normal operation of the company, so as to better maintain and increase the value of the company’s cash and protect the interests of the company’s shareholders.
（2） Investment varieties
The company intends to use the temporarily idle raised funds to invest in investment and financial management products with high security, good liquidity, the longest investment period of a single product not exceeding 12 months, and the issuing body is a commercial bank, including fixed deposit, structured deposit, notice deposit and other products, and the above products shall not be pledged. The company cannot use such funds to purchase financial products with stocks, interest rates, exchange rates and their derivatives as the main investment targets from banks and other financial institutions.
The company intends to use its own funds to purchase financial products with low and medium risk, high security, good liquidity and investment period of no more than 12 months issued by commercial banks, securities companies or other financial institutions, including but not limited to bank financial products, national debt reverse repurchase, currency market funds, low-risk bonds, trust products, funds, time deposits, structured deposits Call deposits and other financial objects and financial management methods approved according to the company’s internal decision-making procedures, but excluding those specified in the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange
（3） Investment quota and term
The company plans to use idle raised funds of no more than RMB 260 million (including this amount) and no more than RMB 300 million The self owned funds (including this amount) shall be subject to cash management. The above limit shall be effective within 12 months from the date of deliberation and approval by the board of directors, and can be recycled and used within the above limit and period. The temporarily idle raised funds will be returned to the special account for raised funds in time after the expiration of cash management.
（4） Investment decision and Implementation
After the approval of the board of directors, the chairman of the company or the person authorized by the chairman of the company shall be authorized to sign relevant contract documents within the above limit, including but not limited to selecting the qualified issuer of financial products, clarifying the financial amount, selecting the variety of financial products, signing contracts, etc. the financial department of the company shall be responsible for organizing the implementation.
（5） Information disclosure
The company will timely disclose the specific situation of specific cash management business in accordance with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and other relevant requirements. IV. investment risk and risk control measures
(i) Investment risk analysis
1. Although the investment and financial products the company intends to purchase with the temporarily idle raised funds are investment and financial products with high security, good liquidity, the longest investment period of a single product is no more than 12 months, and the issuer is a commercial bank, including fixed deposit, structured deposit, notice deposit and other products, which belong to low-risk investment varieties, the financial market is greatly affected by the macro economy, The company will intervene timely and appropriately 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;
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable;
3. Operation and monitoring risks of relevant staff.
（2） Risk control measures to be taken by the company for investment risks
1. The company will strictly abide by the principle of prudent investment and select commercial banks with good reputation, strict risk control measures and the ability to ensure capital safety for cash management cooperation;
2. The company will timely analyze and track the investment direction and project progress of financial products for cash management. If risk factors that may affect capital safety are found in the assessment, the company will take corresponding measures in time to control investment risks;
3. The company’s internal audit department is responsible for auditing and supervising the fund use and custody of the cash management financial products, and evaluating the possible risks;
4. 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 perform the obligation of disclosure in a timely manner in accordance with the relevant provisions of Shenzhen Stock Exchange. 5、 Impact of this cash management event on the company
The purpose of the company’s cash management with temporarily idle funds is to control risks, try our best to maintain and increase the value of cash assets, improve the use efficiency of funds, maximize the interests of the company and shareholders, and will not affect the normal development of the company’s fund-raising project construction and main business, and there is no disguised change in the purpose of the fund-raising. 6、 Relevant approval procedures and opinions
(i) Deliberations of the board of directors
On December 21, 2021, the company held the 8th meeting of the 5th board of directors in 2021, deliberated and adopted the proposal on cash management using idle raised funds and self owned funds, and agreed that on the premise of ensuring that the investment plan of raised funds is not affected, Use idle raised funds of no more than 260 million yuan (including the principal amount) and self owned funds of no more than 300 million yuan (including the principal amount) for cash management. The above amount is effective within 12 months from the date of deliberation and approval by the board of directors, and can be recycled and used within the above amount and period. (II) deliberation by the board of supervisors
On December 21, 2021, the company held the seventh meeting of the Fifth Board of supervisors in 2021, deliberated and adopted the proposal on cash management using idle raised funds and self owned funds, and agreed to ensure that the investment plan of raised funds will not be affected, Use idle raised funds of no more than 260 million yuan (including this amount) and self owned funds of no more than 300 million yuan (including this amount) for cash management.
（3） Opinions of independent directors
The independent directors believe that the company’s cash management with temporarily idle raised funds and its own funds is carried out on the premise of ensuring the safety of the funds required for the company’s raised investment projects and the principal of the raised funds, which will not affect the normal development of the company’s raised funds project construction and main business, and there is no situation of changing the purpose of the raised funds in a disguised manner, In addition, it can effectively improve the use efficiency of funds, obtain certain investment benefits, further improve the performance level of the company, and seek more investment returns for the company and shareholders, in line with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the stock listing rules of Shenzhen Stock Exchange The guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and other relevant provisions. The deliberation and voting procedures of the board of directors on the above proposals comply with the requirements of laws, regulations and relevant systems. We unanimously agree that the company uses idle raised funds of no more than 260 million yuan (including this amount) and no more than 300 million yuan (inclusive) cash management of self owned funds. VII. Verification opinions of the recommendation institution
The sponsor verified the company’s plan to use idle raised funds and self owned funds for cash management this time, and considered that the company’s plan to use idle raised funds and self owned funds for cash management this time had been deliberated and approved at the eighth meeting of the Fifth Board of directors in 2021 and the seventh meeting of the Fifth Board of supervisors in 2021, and the independent directors of the company expressed explicit consent, It has fulfilled the necessary internal examination and approval procedures and complied with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange Guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies And other relevant laws and regulations, there is no conflict with the implementation plan of the investment project with raised funds, does not affect the normal construction of the investment project with raised funds, and does not change the investment direction of raised funds in a disguised manner and harm the interests of shareholders.
To sum up, the recommendation institution agrees that the company will use idle raised funds and its own funds for cash management this time.
(there is no text on this page, which is the signature and seal page of China Greatwall Securities Co.Ltd(002939) verification opinions on Shenzhen Keanda Electronic Technology Corp.Ltd(002972) using idle raised funds and idle self owned funds for cash management) signature of the sponsor representative:
Yan bingtao, sun Xiaobin
China Greatwall Securities Co.Ltd(002939)
specific date
