Huatai United Securities Co., Ltd
About Ninestar Corporation(002180)
Verification opinions on cash management using some idle raised funds
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai united”, “independent financial consultant” or “independent financial consultant (joint lead underwriter)”) as Ninestar Corporation(002180) (hereinafter referred to as ” Ninestar Corporation(002180) ” or “company”) issued shares and paid cash to purchase assets and raised supporting funds and related party transactions in 2021 (hereinafter referred to as “this restructuring” or “this transaction”) ）The independent financial consultant (co lead underwriter) of Ninestar Corporation(002180) made a non-public offering of the supporting funds raised in 2021 in accordance with the relevant provisions of the measures for the administration of financial consulting business for mergers and acquisitions of listed companies, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (hereinafter referred to as “this issuance”) has carefully verified the cash management of some idle raised funds, as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Ninestar Corporation(002180) the application for issuing shares to buy assets and raising supporting funds from Wang Dongying and others (zjxk [2021] No. 3170) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 30, 2021, the company raised supporting funds for non-public issuance of RMB ordinary shares (A shares) 155714730 shares, with an issue price of 32.11 yuan per share and a total raised capital of 499999980.30 yuan. After deducting the independent financial adviser fee and other related expenses of the restructuring, the actual net raised capital is 4963422567.46 yuan. The raised capital is deposited in China Citic Bank Corporation Limited(601998) Zhuhai branch, Ping An Bank Co.Ltd(000001) Zhuhai branch and Industrial And Commercial Bank Of China Limited(601398) Special account for raised funds of Zhuhai Jida sub branch. On November 26, 2021, Lixin Certified Public Accountants (special general partnership) issued Ninestar Corporation(002180) capital verification report (Xin Kuai Shi Bao Zi [2021] No. zm10120) to verify the arrival of funds in the special account for raised funds of the company.
2、 Use of raised funds
As of December 20, 2021, the use and balance of the company’s raised funds in this offering are as follows:
Project amount (10000 yuan)
Project amount (10000 yuan)
Receipt amount of raised funds 500000.00
Less: issuing expenses 3657.74
The net amount of actually raised funds is 496342.26
Less: accumulated used raised funds of 291790.79 as of the end of the period
Including: accumulated used raised funds as of the beginning of this year-
The funds used for the investment projects of the raised funds this year were 291790.79
Add: outstanding issuance fee 457.74
Balance of unused raised funds 205009.20
Plus: net amount of handling charges deducted from financing and interest income of raised funds 123.74
As of the end of the period, the balance of the raised funds account was 205132.94
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 of the company 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、 Relevant information on cash management using some idle raised funds this time
Considering the promotion of the company’s investment projects with raised funds and the temporary idleness of some of the company’s raised funds, in line with the principle of maximizing the interests of shareholders, in order to improve the use efficiency of raised funds, the company plans to use some idle raised funds issued this time for cash management without affecting the construction of investment projects with raised funds and the use of raised funds, 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). The invested products do not involve the types of venture capital specified by Shenzhen Stock Exchange, and there is no pledge, etc.
（2） Purchase quota
The company plans to use the idle raised funds of this issuance of no more than RMB 500 million for cash management, and the funds will be used in a rolling manner within 12 months from the date of deliberation and approval by the general meeting of shareholders.
（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., which shall be implemented by the financial department of the company.
The above authorization shall be valid within 12 months from the date of deliberation and approval at the first extraordinary general meeting of shareholders in 2022.
（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, term and other contents of the financial products purchased this time; In case of major adverse factors such as the deterioration of the financial situation of the product issuer and the loss of the invested products, the company will also timely disclose and 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 are capital guaranteed investment products, the financial market is greatly affected by the macro-economy. The company will invest 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. Financial assets such as principal guaranteed financial products 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; The relevant staff of the company and the relevant staff of financial institutions shall keep the financial management business confidential and shall not disclose the company’s financial management plan, transaction, settlement, capital status and other information related to the company’s financial management 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 intends 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 investment projects invested by the raised funds, the construction progress of the investment projects invested by the raised funds, or change the use purpose of the raised funds in a disguised manner or damage 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.
6、 Approval procedures for cash management using some idle raised funds this time
The use of some idle raised funds for cash management has been deliberated and approved at the 26th meeting of the sixth board of directors and the 21st Meeting of the sixth board of supervisors, and will be submitted to the first extraordinary general meeting of shareholders in 2022. The deliberation procedures meet the regulatory requirements. The independent directors of the company expressed clear consent to this matter.
7、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the company’s use of some idle raised funds for cash management has been deliberated and approved at the 26th meeting of the sixth board of directors and the 21st Meeting of the sixth board of supervisors, and the independent directors have also expressed clear consent opinions, which need to be deliberated by the general meeting of shareholders, The company has fulfilled the approval procedures for investment decisions at this stage. The use of some idle raised funds for cash management will not affect the normal implementation of the investment projects of raised funds, and there is no change in the investment direction of raised funds and damage to the interests of shareholders, which is in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the use of raised funds of listed companies.
In conclusion, the independent financial consultant has no objection to the company’s use of some idle raised funds for cash management.
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(there is no text on this page, which is the signature page of the verification opinions of Huatai United Securities Co., Ltd. on Ninestar Corporation(002180) using some idle raised funds for cash management) financial advisor sponsor:
Luo Bin Zhang hydrocarbon
Huatai United Securities Co., Ltd. December 23, 2021
