Dongguan Securities Co., Ltd
About Guangdong Rifeng Electric Cable Co.Ltd(002953)
Special verification opinions on matters related to the use of idle raised funds
Dongguan Securities Co., Ltd. (hereinafter referred to as “sponsor” and “Dongguan securities”) is the sponsor of Guangdong RiFeng Cable Co., Ltd. (hereinafter referred to as “company” Guangdong Rifeng Electric Cable Co.Ltd(002953) ) to publicly issue convertible corporate bonds (hereinafter referred to as “convertible bonds”), In accordance with Shenzhen Stock Exchange’s No. 2 self regulatory guidelines on the issuance and use of listed companies and other regulatory requirements of listed companies on the main board of the Shenzhen Stock Exchange, The company has verified the use of idle raised funds of convertible bonds. The specific verification is as follows: I. Basic information of raised funds of convertible bonds
The company has publicly issued 3.8 million convertible corporate bonds, with a face value of 100 yuan each, with the approval of the document “zjxk [2021] No. 61” of the China Securities Regulatory Commission. The issuance method is to give priority to the original shareholders. The balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) is issued to the public investors online through the trading system of Shenzhen Stock Exchange. The part with a subscription amount of less than 380 million yuan is underwritten by the sponsor (lead underwriter). The total amount of funds raised in this issuance is RMB 380 million. After deducting the issuance fee, the net amount of funds raised is RMB 3711736 million.
After verification of the Guangdong Rifeng Electric Cable Co.Ltd(002953) verification report (HXYZ [2021] No. 21003270032) issued by Huaxing Certified Public Accountants (special general partnership) on March 26, 2021, the raised funds were in place on March 26, 2021. The company has adopted a special account storage management for the raised funds, and signed a tripartite supervision agreement with the recommendation institution and the deposit bank of the special account for raised funds. 2、 Overview and use of investment projects with raised funds
(I) overview of investment projects with raised funds
According to the prospectus of Guangdong Rifeng Electric Cable Co.Ltd(002953) public offering of convertible corporate bonds, the company plans to use the funds raised by convertible bonds to invest in the following projects:
Unit: 10000 yuan
No. the total investment of the main project of the project implementation is the amount of funds to be raised after deducting the issuance expenses
1 automatic production power supply Guangdong Rifeng Electric Cable Co.Ltd(002953) 4014738380 Shenzhen Nanshan Power Co.Ltd(000037) 11736 connection component project
Total – 4014738380 Shenzhen Nanshan Power Co.Ltd(000037) 11736
As the construction of the project invested by raised funds needs a certain period, according to the construction progress of the project invested by raised funds, some of the raised funds are idle at this stage. This time, some idle funds are used for cash management and temporary replenishment of working capital. There is no behavior of changing the purpose of the raised funds in disguise, and it is guaranteed that the normal operation of the investment project of the raised funds of convertible bonds will not be affected.
(II) use of raised funds
As of February 28, 2022, the balance of funds raised by the company was 3643845 million yuan, of which the amount of cash management was 200 million yuan. 3、 The use of some idle raised funds to temporarily supplement working capital and cash management
(I) temporary replenishment of working capital with some idle raised funds
1. Replenishment of working capital by previous idle raised funds
On March 31, 2021, the company held the 15th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors, deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company should use some idle raised funds to temporarily supplement working capital, with an amount not exceeding RMB 150 million, The actual use amount is 140 million yuan, which is used for production and operation related to the company’s main business. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors. When it expires, it will be returned to the special account for raised funds of the company. As of March 3, 2022, the company has returned the above raised funds for temporary replenishment of working capital to the special account for raised funds.
2. The idle raised funds are temporarily used to supplement the working capital
In order to improve the use efficiency of the raised funds, reduce financial expenses, reduce operating costs and safeguard the interests of the company and investors, the company held the 27th meeting of the Fourth Board of directors and the 20th meeting of the Fourth Board of supervisors on March 4, 2022 on the premise of ensuring the normal operation of the raised funds, The proposal on using some idle raised funds to temporarily supplement working capital was deliberated and adopted, and it was agreed that the company would use some idle raised funds to temporarily supplement working capital, with an amount of no more than RMB 160 million, which would be used for production and operation related to the company’s main business, and the service life would not exceed 12 months from the date of deliberation and approval by the board of directors, Return to the special account for raised funds of the company when due.
The company uses part of the idle raised funds to temporarily supplement the working capital, which does not change the purpose of the raised funds and damage the interests of shareholders, nor will it affect the normal progress of the investment plan of the raised funds. The above funds are limited to the production and operation related to the main business, and do not use idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading.
The company did not make venture capital investment within 12 months before using idle raised funds to temporarily supplement working capital. At the same time, the company promised not to make venture capital investment and not to provide financial assistance to objects other than holding subsidiaries during the period of using idle raised funds to temporarily supplement working capital.
3. Amount and term of temporarily replenishing working capital with idle raised funds
According to the fund use plan of the fund-raising investment project, on the premise of ensuring that the implementation progress of the fund-raising investment project will not be affected, in order to meet the company’s growing demand for working capital, improve the use efficiency of the raised funds and reduce financial expenses, the company plans to use 160 million yuan of idle raised funds to temporarily supplement working capital, which is expected to save about 6.24 million yuan of financial expenses, The term of use shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company, and shall be returned to the special account for raised funds of the company upon expiration, and shall be announced within two trading days after all the funds are returned.
(II) cash management using some idle raised funds
1. Up to now, the basic situation of cash management using the funds raised by temporarily idle convertible bonds
Sequence fund product amount expected annual return No. trustee source product name quality (10000 value date maturity daily yield (10000 yuan) rate)
Bank Of China Limited(601988) shares convertible
1. Zhongshan bond raising unit of Co., Ltd. has a large deposit of 10000 yuan in three years, and 3.85% of the transfer date has not yet collected cd20-6 single installment from the branch
China Agricultural Bank Of China Limited(601288) convertible 2021 issue 49
2. Corporate clients of corporate bonds raised by companies limited by shares have a deposit of 10000 yuan. On April 2, 2021, 3.9875% have not yet raised funds in Zhongshan Shiqi sub branch. Large amount of deposit in RMB per unit output and single period gold products
2. Basic information of the idle raised funds invested in financial products
In order to improve the utilization efficiency of the company’s funds, without affecting the construction of investment projects invested by the funds raised by convertible bonds and the normal operation of the company, according to the provisions of relevant laws, regulations and normative documents, the company reasonably uses some temporarily idle raised funds for cash management in combination with the actual operation, so as to increase the company’s income and seek better investment return for the company and shareholders.
(1) Cash management limit and term
The company plans to use the idle convertible bonds to raise funds of no more than RMB 215 million for cash management. The validity period of the resolution is 12 months from the date of deliberation and approval by the board of directors. Within the above amount and the validity period of the resolution, the funds can be used in a circular and rolling manner, and will be returned to the special account for raised funds in time after expiration.
(2) Varieties of investment products
The company will strictly control risks and strictly evaluate investment products in accordance with relevant regulations. Investment products with idle raised funds must meet: (1) principal guaranteed products with high security such as structural deposits and large certificates of deposit; (2) Good liquidity shall not affect the normal operation of the investment plan of the raised funds. The products to be invested include low-risk principal guaranteed financial products with a term of no more than 12 months. The above investment products shall not be pledged.
(3) Implementation mode
The board of directors authorizes the chairman of the board of directors to approve the schemes involved in the cash management business and sign the cash management business contract and other relevant legal documents within the limit and validity period, and the Finance Department of the company is responsible for the specific operation.
(4) Information disclosure
The company will disclose the progress of specific cash management business in a timely manner in accordance with relevant requirements such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies.
(5) The company’s use of idle raised funds for cash management this time does not constitute a related party transaction, does not change the purpose of raised funds in a disguised manner, and will not affect the normal progress of raised funds.
3. Investment risk and risk control measures
(1) The company will strictly abide by the principle of prudent investment and select products issued by commercial banks with good reputation, strict risk control measures and the ability to ensure capital safety;
(2) The Finance Department of the company will timely analyze and track the investment direction of financial products and the progress of the project. If the evaluation finds that there are risk factors that may affect the safety of the company’s funds, it will take corresponding measures in time to control the investment risk;
(3) The audit committee of the board of directors of the company will audit and supervise the investment direction, risks and returns of financial products. In case of abnormalities, it will report to the board of directors in time to take control measures;
(4) The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary;
(5) The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange. 4. Impact on the operation of the company
The purpose of using some idle raised funds to temporarily supplement working capital and cash management is to control risks, ensure the preservation and appreciation of cash assets, improve the efficiency of fund use and maximize the interests of the company and shareholders under the condition of the construction of investment projects with convertible bond raised funds and the normal operation of the company, And it will not affect the construction of investment projects and the normal development of main business with the funds raised by the company’s convertible bonds. 4、 Relevant review procedures and opinions
1. Deliberations of the board of directors
On March 4, 2022, the 27th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on cash management of idle raised funds and the proposal on using some idle raised funds to temporarily supplement working capital. The above-mentioned proposals do not need to be submitted to the general meeting of shareholders for deliberation.
2. Deliberation of the board of supervisors
On March 4, 2022, the 20th meeting of the Fourth Board of supervisors of the company deliberated and approved the proposal on cash management of idle raised funds and the proposal on using some idle raised funds to temporarily supplement working capital.
3. Opinions of independent directors
Based on independent judgment, the independent directors expressed the following independent opinions on the relevant matters considered at the 27th meeting of the Fourth Board of directors of the company: ① it was unanimously agreed that the company would conduct cash management on the idle raised funds not exceeding RMB 215 million, and the service life would be effective within 12 months from the date of deliberation and approval by the board of directors of the company. Within the validity period of the above quota and resolution, the funds can be carried out in a circular and rolling manner; ② It is agreed that the company uses some idle raised funds to temporarily supplement working capital. 5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company uses idle convertible bonds to raise funds for cash management The temporary replenishment of working capital complies with the relevant provisions of 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, the stock listing rules of Shenzhen Stock Exchange and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, Matters related to the company’s use of idle convertible bond raised funds this time will not affect the normal progress of the investment project of convertible bond raised funds, and there is no situation of changing the investment direction of convertible bond raised funds in a disguised manner and damaging the interests of shareholders, which is conducive to improving the use efficiency of idle raised funds of the company and in line with the interests of the company and all shareholders.
The board of directors and the board of supervisors of the company have clearly approved the above matters, and the board of directors has issued opinions. The above matters need not be submitted to the general meeting of shareholders for deliberation, and the necessary deliberation procedures have been performed, which are legal and compliant.
To sum up, Dongguan securities has no interest in the company’s current use
