Huarong Securities Co., Ltd
Verification opinions on Ninestar Corporation(002180) using some idle raised funds for cash management
According to the Listing Rules of Shenzhen Stock Exchange The requirements of relevant laws, regulations and normative documents such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and Huarong Securities Co., Ltd. (hereinafter referred to as “Huarong securities”) “Independent financial advisor” As an independent financial consultant of Ninestar Corporation(002180) (formerly known as “Zhuhai aipaike Technology Co., Ltd.”, hereinafter referred to as ” Ninestar Corporation(002180) ” and “the company”) for issuing shares to purchase assets and raising supporting funds and related party transactions in 2015, and a continuous supervision and recommendation institution for non-public issuance of shares in 2017, the “recommendation institution”) is responsible for Ninestar Corporation(002180) Prudential verification has been conducted on the use of some idle raised funds for cash management, as follows:
1、 Basic information of raised funds
(i) In 2015, the company issued shares to purchase assets and raised matching funds to raise funds
The reply on approving Zhuhai aipaike Technology Co., Ltd. to issue shares to Zhuhai Saina Printing Technology Co., Ltd. to purchase assets and raise supporting funds issued by China Securities Regulatory Commission on September 17, 2015 (CSRC license [2015] No. 2124), the purchase price of the consumables asset group held by the company is RMB 2250000000.00, and the company pays all the purchase price of the consumables asset group in the form of new shares, with an issue price of RMB 20.49 per share, The company issued 109809663 RMB common shares (A shares) to Saina technology. On October 8, 2015, the shares issued by the company to Saina technology were approved by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the registration, custody and listing procedures of new shares have been completed, and the issuance of shares has been completed.
According to the non-public offering plan, The company is approved to issue 36603221 RMB common shares (A shares) to four specific objects in a non-public manner, with an issue price of 20.49 yuan per share and a total raised capital of 74999998.29 yuan. After deducting the issue expenses of 28566164.16 yuan, the actual net raised capital is the account. The above raised capital has been verified and issued by Lixin Certified Public Accountants (special general partnership) “Xksbz [2015] No. 410572” capital verification report.
（2） Funds raised from non-public offering of shares in 2017
With the approval of the reply on approving Ninestar Corporation(002180) non-public Development Bank shares (zjxk [2017] No. 1803) issued by the CSRC on October 11, 2017, the company issued RMB ordinary shares in the form of non-public offering (A shares) 51640230 shares, with the issue price of 27.74 yuan per share and the total raised funds of 1432499980.20 yuan. After deducting the issue expenses of 25247830.00 yuan, the actual net raised funds are 1407252150.20 yuan, and the raised funds are deposited in the special account of China Citic Bank Corporation Limited(601998) Zhuhai branch. The above raised funds have been collected by Lixin certified public accountants (special general partnership) verify and issue the capital verification report (xksbz [2017] No. zc10722).
2、 Use of raised funds
As of December 20, 2021, the use and balance of the company’s raised funds are as follows:
Unit: RMB 10000
amount of money
Shares issued in 2015
Project closed in 2017
Purchase of assets and subtotal
Issue of shares
Raise supporting funds
Received amount of raised funds 300000.00143250.00443250.00
Less: issuance fee 2856.622524.795381.41
The net amount of actually raised funds is 297143.38140725.21437868.59
Less: accumulated used raised funds as of the end of the period: 280690.8892996.10373686.98
Including: as of the beginning of this year, the accumulated used raised funds were 272834.5183554.65356389.16
The funds used for the projects invested by the raised funds this year were 7856.379441.4517297.82
Less: surplus funds are used to permanently supplement working capital 1703.211703.21
The balance of unused raised funds is 0.00
Less: surplus funds are used to temporarily supplement working capital 14749.2947729.1162478.40
Plus: net amount of raised fund financing and interest income deducting handling fee 20.0420 04
Less: the balance of interest income is used to temporarily supplement working capital 6469.826905.3213355.14
As of the end of the period, the balance of the raised funds account was 21199.1154634.4375833.54
Progress, some of the raised funds are idle at this stage. In order to improve the use efficiency of the company’s funds, under the condition of not affecting the construction of investment projects with raised funds and the normal operation of the company, the rational use of some temporarily idle raised funds for cash management can increase the capital income and obtain more returns for the company and shareholders.
3、 Basic information of cash management using idle raised funds this time
Combined with the promotion of the company’s raised investment projects and the temporary idleness of some of the company’s raised funds. Based on the principle of maximizing shareholders’ interests, in order to improve the use efficiency of raised funds, under the condition of ensuring that the construction of raised funds and the use of raised funds are not affected, The company plans to use the temporarily idle raised funds with a maximum amount of no more than RMB 700 million for cash management (of which, RMB 200 million was idle funds raised by issuing shares to purchase assets and raising supporting funds in 2015, and Huarong securities acted as an independent financial consultant to purchase bank financial products with high security, good liquidity and short-term principal guaranteed in due course. The details are as follows:
(i) Variety of financial products
In order to control risks, the financial products purchased by the company with idle raised funds are short-term Principal Guaranteed bank financial products with high security, good liquidity, low risk and income significantly higher than the bank deposit interest rate in the same period (with a term of no more than 12 months). They do not involve the types of venture capital specified by Shenzhen Stock Exchange, and the invested products do not have pledge, etc.
（2） Purchase quota
The idle raised funds for purchasing short-term Principal Guaranteed bank financial products within 12 months shall not exceed RMB 700 million (of which RMB 200 million is the idle raised funds for issuing shares to buy assets and raising supporting funds in 2015, and Huarong securities will act as an independent financial adviser for issuing shares to buy assets and raising supporting funds in 2015). Within this limit, the funds can be used in a rolling manner.
（3） Implementation mode
Within the limit, the board of directors of the company authorizes the operation and management of the company to exercise the investment decision-making power and sign relevant contract documents, including but not limited to: selecting the qualified issuer of financial products, clarifying the financial amount, period, selecting the variety of financial products, signing contracts and agreements, etc. The financial department of the company is responsible for the specific implementation. The above authorization shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
（4） Information disclosure
After investing in financial products through cash management, the company will timely perform the obligation of information disclosure, including the name, amount, deadline and other contents of the financial products purchased this time; When the financial situation of the product issuer deteriorates and the invested products face losses and other major adverse factors, the company will also timely disclose, prompt the risks and disclose the risk control measures taken to ensure the safety of funds.
4、 Investment risk and risk control measures
(i) Investment risk
Main risks faced by investment in principal guaranteed financial products:
1. Although bank financial products belong to principal guaranteed investment varieties, the financial market is greatly affected by the macro economy. The company will intervene in a timely and appropriate amount according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by severe market fluctuations;
2. Risk of deposit and use of funds;
3. Operation and moral hazard of relevant staff.
（2） Risk control measures
1. The company will strictly abide by the principle of prudent investment and choose principal guaranteed investment varieties. The finance department will pay real-time attention to and analyze the investment direction and progress of financial products. Once it is found or judged that there are factors affecting the income of financial products, it shall timely inform the company’s operation and management, and take corresponding preservation measures to control the investment risk to the greatest extent and ensure the safety of funds. The principal guaranteed financial products and other financial assets held by the company cannot be used for pledge;
2. Establish and improve complete accounting accounts for the economic activities of the use of funds, and do a good job in the financial accounting of the use of funds; The finance department shall timely check the account balance with the bank on the day of investment to ensure the safety of funds;
3. Implement post separation operation, and the approver, operator and risk monitor of investment and wealth management business shall be independent of each other; Relevant staff of the company and financial institutions shall keep the financial business confidential and shall not disclose the company’s financial plan, transaction, settlement, capital status and other information related to the company’s financial business without permission;
4. The internal audit department of the company shall regularly analyze the purchased financial products, reasonably predict the profit and loss of financial products, and report to the Audit Committee;
5. The independent directors and the board of supervisors may supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.
6. The company will disclose the purchase and profit and loss of financial products during the reporting period in the regular report in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Impact on the daily operation of the company
The company plans to use part of the idle raised funds for cash management this time, which will not affect the normal needs of the company’s daily capital turnover and the normal operation of the raised funds project, the construction progress of the raised funds investment project, and there is no situation of changing the use purpose of the raised funds in a disguised manner or damaging the interests of the company and all shareholders, It helps to improve the use efficiency of the company’s funds, obtain a good return on investment, further improve the overall performance level of the company and protect the interests of shareholders.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 Relevant review procedures and opinions
On December 23, 2021, the 26th meeting of the 6th board of directors and the 21st Meeting of the 6th board of supervisors of the company deliberated and adopted the proposal on using some idle raised funds for cash management, and agreed to purchase short-term Principal Guaranteed bank financial products within 12 months, and the idle raised funds used shall not exceed RMB 700 million. The independent directors of the company expressed independent opinions on the proposal.
5、 Opinions of the sponsor
After verification, the recommendation institution believes that:
1. The company’s use of idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors, and all independent directors have expressed their independent opinions with explicit consent, which needs to be approved by the general meeting of shareholders. The above matters of the company comply 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 and other relevant requirements.
2. The company’s use of idle raised funds for cash management this time does not violate the relevant commitments of the investment projects of raised funds, does not affect the normal progress of the investment projects of raised funds, and does not change the investment projects of raised funds in a disguised manner and damage the interests of shareholders.
3. On the premise of not affecting the normal progress of the investment plan of the raised funds, the company uses the temporarily idle raised funds for cash management, which can improve the use efficiency of funds and obtain certain income, which is in line with the interests of the company and all shareholders.
In conclusion, the recommendation institution agrees to the issuer’s use of the
