Minsheng Securities Co., Ltd
About Sunshine Global Circuits Co.Ltd(300739)
Verification opinions on cash management using some idle self owned funds and some idle raised funds
Minsheng Securities Co., Ltd. (hereinafter referred to as “recommendation institution” and “Minsheng securities”) as a recommendation institution under the continuous supervision of Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as “company” or ” Sunshine Global Circuits Co.Ltd(300739) “), in accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies The guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange, the Listing Rules of Shenzhen Stock Exchange on the growth enterprise market and the guidelines for the recommendation of companies listed on the Shenzhen Stock Exchange have verified the cash management of the company using some idle self owned funds and some idle raised funds. The details are as follows:
1、 Basic information of cash management using idle self owned funds
At present, the company’s operation is stable and its financial situation is stable. In order to improve the company’s capital use efficiency, the company uses idle self owned funds for cash management without affecting the normal operation of the company’s main business and capital safety, so as to increase capital income and obtain more investment returns for the company and shareholders.
Investment quota and term: the company plans to use idle self owned funds of no more than RMB 600 million for cash management. The validity period is 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the validity period, the above quota can be recycled and used by the company and its holding subsidiaries.
Investment type: the company will strictly control risks in accordance with relevant regulations, strictly evaluate investment products, and idle its own funds to buy commercial bank products or low-risk financial products with high security and good liquidity of other financial institutions.
Validity period of the resolution: within 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company.
Source of funds: idle self owned funds of the company.
Implementation method: after being deliberated and approved by the general meeting of shareholders, the board of directors of the company authorizes the chairman of the company to exercise the investment decision-making power within the limit and sign relevant legal documents (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.), and authorizes the financial department of the company to implement relevant matters.
Description of association relationship: the trustee of the company’s proposed purchase of deposits or financial products has no association relationship with the company.
Information disclosure: the company will timely disclose the specific progress of purchasing financial products in accordance with the relevant requirements such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange.
2、 Basic information of cash management with idle raised funds
(i) Basic information of raised funds
(1) Initial public offering of A-Shares to raise funds
Approved by the reply on approving Sunshine Global Circuits Co.Ltd(300739) initial public offering of shares (zjxk [2017] No. 2376) of China Securities Regulatory Commission, the company publicly issues RMB common shares to the public (A shares) 30.8 million shares, par value of 1.00 yuan per share, issue price of 22.30 yuan per share, total raised capital of 686.84 million yuan, net raised capital of 639.1089 million yuan after deducting underwriting and recommendation fees, issue registration fees and other transaction expenses of 47.7311 million yuan. Lixin Certified Public Accountants (special general partnership) has verified the availability of funds for the company’s initial public offering of shares on January 29, 2018, and issued the capital verification report (xksbz [2018] No. zi10019). The company adopts a special account storage system for the raised funds, and has signed a tripartite supervision agreement for the raised funds with the sponsor and the deposit bank of the raised funds.
(2) Issuing convertible corporate bonds to unspecified objects to raise funds
Approved by the China Securities Regulatory Commission on approving Sunshine Global Circuits Co.Ltd(300739) the registration of issuing convertible corporate bonds to unspecified objects (zjxk [2020] No. 2981) approved that the company issued convertible corporate bonds with a total face value of 673 million yuan to unspecified objects for a period of 6 years. As of December 18, 2020, the company had actually issued convertible corporate bonds with a total face value of 673 million yuan to unspecified objects, deducting the expenses related to the issuance of 9116500 yuan, and the net amount of funds actually raised It is 663883500 yuan. Lixin Certified Public Accountants (special general partnership) has verified the availability of funds raised by the company to issue convertible corporate bonds to unspecified objects and issued “Xin Kuai Shi Bao Zi [2020] No. zi10707” Capital verification report. The company adopts a special account storage system for the raised funds, and has signed a tripartite supervision agreement on the raised funds with the recommendation institution and the deposit bank of the raised funds.
（2） Investment projects and use of raised funds
(1) Investment projects and use of funds raised from initial public offering of a shares
The investment projects and use plans of the funds raised by the company’s initial public offering are as follows:
No. project name total investment (10000 yuan) proposed investment amount of raised funds (10000 yuan)
1 Jiujiang printed circuit board production base expansion construction project 61907.2652205.52
2 Jiujiang Mingyang R & D center project 4880.664115.79
3. Supplementary working capital project 9000.007589.58
Total 75787.9263910.89
As the construction of the project invested by the raised funds needs a certain period, according to the construction progress of the project invested by the raised funds, some of the raised funds are idle in the short term. As of December 19, 2021, the total balance of the special account for funds raised by the company’s initial public offering of A-Shares was RMB 168.6046 million. (2) Investment projects and use of funds raised by issuing convertible corporate bonds to unspecified objects
The company issues convertible corporate bonds to unspecified objects to raise funds for investment projects and use plans of raised funds are as follows:
No. project name total investment (10000 yuan) proposed investment amount of raised funds (10000 yuan)
1 Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd. annual output of 360000 square meters 61613.2055088.35 square meters high frequency high-speed printed circuit board project
2. Supplementary working capital and repayment of bank loans 11300.0011300.00
Total 72913.2066388.35
As the construction of the project invested with raised funds needs a certain period, according to the construction progress of the project invested with raised funds, some of the raised funds are idle in the short term at this stage. On December 19, 2021, the balance of the special account for raising funds by issuing convertible corporate bonds to unspecified objects totaled RMB 419.914 million.
（3） Cash management with temporarily idle raised funds
In order to improve the use efficiency of the raised funds and appropriately increase the storage income of the raised funds, the company, without affecting the normal progress of the investment plan of the raised funds, reasonably uses part of the idle raised funds for cash management and increases the capital income on the premise of ensuring the safety of the funds, according to the investment plan and construction progress of the projects invested by the raised funds, Obtain more return on investment for the company and shareholders.
Investment quota and term: the company plans to use idle raised funds of no more than RMB 600 million for cash management. The validity period is 12 months from the date of deliberation and approval by the general meeting of shareholders. The above quota can be recycled and used by the company and its holding subsidiaries within the validity period. The idle raised funds shall be returned to the special account for raised funds upon expiration of cash management.
Investment type: the company will strictly control risks in accordance with relevant regulations, strictly evaluate investment products, conduct cash management of idle raised funds, and purchase commercial bank products or other financial institutions with an investment period of no more than 12 months with high security and capital preservation agreement Low risk financial products with good liquidity (including but not limited to structured deposits, investment products with breakeven agreement, etc.). They are not used for stocks and their derivatives, securities investment funds and financial products with securities investment as the subject matter.
Validity period of the resolution: within 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company.
Source of funds: idle raised funds of the company.
Implementation method: after being deliberated and approved by the general meeting of shareholders, the board of directors of the company authorizes the chairman of the company to exercise the investment decision-making power within the limit and sign relevant legal documents (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.), and authorizes the financial department of the company to implement relevant matters.
Description of association relationship: the trustee of the company’s proposed purchase of deposits or financial products has no association relationship with the company.
Information disclosure: the company will timely disclose the specific progress of purchasing financial products in accordance with the relevant requirements such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange.
3、 Investment risk analysis and risk control measures
(i) Investment risk
1. The company will choose low-risk investment varieties for cash management, but the financial market is greatly affected by macro-economy, so it is not excluded that the income will be affected by market fluctuations.
2. The company will timely and appropriately intervene according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable.
3. Operational risk and monitoring risk of relevant staff.
（2） Risk control measures
1. During cash management, the company will select investment products with good liquidity and high security, and clarify the amount, term, investment variety, rights, obligations and legal liabilities of both parties.
2. The relevant personnel of the company’s finance department will analyze and track the net value change of the product in real time. If the evaluation finds that there are risk factors that may affect the company’s capital safety, adverse changes in profitability, loss of investment products inconsistent with the situation at the time of purchase, they will take corresponding measures in time to control the investment risk.
3. The internal audit department of the company is responsible for conducting a comprehensive inspection of the products on a regular basis and reasonably predicting the possible risks and benefits of various investments according to the principle of prudence.
4. The 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 disclose the specific progress of the company’s cash management in accordance with the relevant provisions of Shenzhen Stock Exchange.
4、 Cash management with idle funds in the early stage
The company held the 24th (Interim) meeting of the second board of directors and the 20th (Interim) meeting of the second board of supervisors on December 25, 2020, and the first extraordinary general meeting of shareholders in 2021 on January 11, 2021. The proposal on using some idle self owned funds and some idle raised funds for cash management was deliberated and adopted 。 It is agreed that the company and its holding subsidiaries use idle self owned funds with a maximum amount of no more than RMB 300 million and temporarily idle raised funds with a maximum amount of no more than RMB 1 billion for cash management, and purchase commercial bank products or other financial institutions with an investment period of no more than 12 months, which are highly safe and have a break even agreement For low-risk financial products with good liquidity (including but not limited to structured deposits, investment products with guaranteed principal, etc.), the service life of the above funds shall not exceed 12 months, and the company can use them on a rolling basis within the service life and limit.
As of December 19, 2021, the implementation of the company’s cash management with some idle self owned funds and some idle raised funds in the first 12 months is as follows:
(i) Cash management with raised funds in case of maturity / redemption
Financial fund
Order client trustee product name product revenue amount (10000 value date maturity date expected annualized revenue number type profit rate)
(yuan)
Shenzhen Mingyang radio and Television Development Bank shares Guangdong Development Bank “salary increase 16 breakeven floating in 2020
1 copy of “Shenzhen No.” W RMB structure dynamic income of Co., Ltd
