Citic Securities Company Limited(600030)
About Shanghai Hongying Intelligent Technology Co., Ltd
Verification opinions on using some idle raised funds for cash management
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) as a sponsor of Shanghai Hongying Intelligent Technology Co., Ltd. (hereinafter referred to as “Hongying intelligent” or “company”) for initial public offering, listing and continuous supervision, in accordance with the measures for the administration of securities Issuance and listing recommendation business Guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, stock listing rules of Shenzhen Stock Exchange, guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, guidelines for the recommendation of listed companies of Shenzhen Stock Exchange and other relevant provisions, Hongying intelligent has carefully verified the cash management of some idle raised funds, and issued the following verification opinions: I. Basic information of raised funds
Approved by the reply on Approving the initial public offering of shares by Shanghai Hongying Intelligent Technology Co., Ltd. (zjxk [2022] No. 200) of China Securities Regulatory Commission and approved by Shenzhen Stock Exchange, the company publicly issued 18.36 million RMB common shares (A shares) at an issue price of 38.61 yuan per share, The total amount of funds raised was 7088796 million yuan, and the actual net amount of funds raised after deducting various issuance expenses was 6053135 million yuan. All the above raised funds have been in place, and Daxin Certified Public Accountants (special general partnership) issued the capital verification report “Daxin Yan Zi [2022] No. 400005” on February 23, 2022 for verification and confirmation.
The company has carried out special account storage management for the raised funds. After the raised funds are received, they have been deposited in the special account for raised funds, and signed the supervision agreement for raised funds with the sponsor and the bank storing the raised funds. 2、 Investment of raised funds
According to the company’s prospectus for initial public offering of shares, the total amount of funds raised by the company’s new share issuance will be used for the following investment projects after deducting the issuance expenses:
Sequence project name total investment amount (10000 yuan) investment amount of raised funds (10000 yuan) No
1 intelligent electrical control system and product expansion project 32901943290194
Sequence project name total investment amount (10000 yuan) investment amount of raised funds (10000 yuan) No
2. Marketing network construction project 335003335003
3 R & D center construction project 24279382427938
Total 6053135
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 at this stage. 3、 Basic information of cash management using some idle raised funds this time
1. Investment purpose
Improve the use efficiency of the company’s raised funds without affecting the company’s business plan, the construction plan of the investment projects invested by the raised funds and the use plan of the raised funds.
2. Cash management limit
The company and its subsidiaries intend to use part of the temporarily idle raised funds up to RMB 605 million (including this amount) for cash management. Within the above limit, the funds can be used on a rolling basis.
3. Cash management period
Effective within 12 months from the date of deliberation and approval by the board of directors, in line with the relevant provisions of the company law and the articles of association.
4. Scope of investment products
The varieties of the company’s investment with some idle raised funds are within one year and bank principal guaranteed products (including but not limited to agreed deposits, structured deposits, time deposits, investment products with Principal Guaranteed agreements, etc.). In order to control risks, the above investment varieties do not involve securities investment, and shall not be used in stocks and their derivatives, securities investment funds and bank financial management or trust products with securities investment as the purpose and unsecured bonds as the investment object.
5. Investment decision procedure
The board of directors of the company will authorize the chairman or relevant persons to exercise the investment decision-making power within the limit and sign relevant contract documents, including but not limited to: selecting qualified professional financial institutions as the trustee, specifying the amount and period of entrusted financial management, selecting the products of entrusted financial management, signing contracts and agreements, etc. The financial products purchased by the company shall not be pledged, and the special settlement account for products used for idle raised funds shall not be used for non raised funds or other purposes. If the special settlement account for products used for idle raised funds is opened or cancelled, the company will timely file with Shenzhen Stock Exchange and make an announcement.
6. Information disclosure
The company will timely disclose the specific situation of the company’s cash management in accordance with the provisions of relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies.
The use of part of the temporarily idle raised funds for cash management will not affect the normal construction and progress of the raised funds investment project. The company will integrate the progress of the raised funds investment project and timely plan the use arrangement of the raised funds to ensure that it will not affect the progress of the raised funds investment project.
The use of some temporarily idle raised funds for cash management is limited to the purchase of bank principal guaranteed products with high security and good liquidity (including but not limited to agreed deposits, structured deposits, time deposits, investment products with Principal Guaranteed agreements, etc.) with a term of no more than 12 months, and the investment products shall not be used for pledge. It will not be directly or indirectly arranged for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc., and there is no disguised change in the purpose of the raised funds. 4、 Risk control measures
1. In order to control risks, the above funds are invested in low-risk, short-term (no more than one year) principal guaranteed bank products (including but not limited to agreed deposits, structured deposits, time deposits, investment products with Principal Guaranteed agreements, etc.), excluding bank financial products invested by banks and other financial institutions with stocks, interest rates, exchange rates and their derivatives, It does not involve the types of venture capital specified by Shenzhen Stock Exchange. The above bank financial products shall not be used for pledge. If it is necessary to open a special product settlement account, the special product settlement account shall not deposit non raised funds or be used for other purposes.
2. The company will analyze and track the net value change of products in real time. If the assessment finds that there are risk factors that may affect the company’s capital safety, the company will take corresponding measures in time to control the investment risk.
3. 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、 Impact on the daily operation of the company
The company uses some temporarily idle raised funds to invest in financial products on the premise of ensuring the safety of raised funds and the company’s daily operation. It will not affect the investment progress of the company’s raised investment projects and the normal development of the company’s main business. It is conducive to improving the use efficiency and income of the company’s raised funds and further improving the overall performance level of the company. 6、 Relevant approval and opinions
The 10th meeting of the first board of directors of the company deliberated and approved the proposal on Shanghai Hongying Intelligent Technology Co., Ltd. using part of the idle raised funds for cash management, and agreed that the company should use the idle raised funds of no more than RMB 605 million (including this amount) for cash management.
The fourth meeting of the first board of supervisors of the company deliberated and approved the proposal on Shanghai Hongying Intelligent Technology Co., Ltd. using part of the idle raised funds for cash management, and agreed that the company would use the idle raised funds of no more than RMB 605 million (including this amount) for cash management.
The independent directors of the company expressed clear consent to the above matters of cash management with idle raised funds, and believed that the decision-making procedures of the company for cash management of some idle raised funds in initial public offering were in line with the stock listing rules of Shenzhen Stock Exchange Relevant provisions such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, under the condition of ensuring the fund demand of the company and its subsidiaries, carry out cash management for some idle raised funds, which does not conflict with the implementation plan of raised investment projects and does not affect the normal progress of raised investment projects, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. The company’s cash management of some idle raised funds will help to improve the company’s fund use efficiency and increase capital income, which is in line with the needs of the company’s development and the interests of all shareholders. Independent directors unanimously agree that the company uses some idle raised funds for cash management.
To sum up, the board of directors of the company has deliberated and approved, and the independent directors and the board of supervisors have issued consent opinions, performed the necessary decision-making procedures, and complied with the relevant provisions on the management and use of raised funds of Listed Companies in relevant laws, regulations and normative documents. 7、 As of the date of issuance of this verification opinion, the company’s use of idle raised funds for cash management
As of the date of issuance of this verification opinion, the company has not used idle raised funds for cash management. 8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of idle raised funds of no more than RMB 605 million (including this amount) for cash management has been reviewed and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their consent and fulfilled the necessary approval procedures. This item complies with the provisions of relevant laws, regulations and normative documents such as 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 listed companies of Shenzhen Stock Exchange, and there is no situation of changing the purpose of raised funds in a disguised manner, which will not affect the investment progress of the company’s raised investment projects. On the premise of not affecting the normal implementation progress of the investment projects with raised funds, ensuring the capital demand of daily operation and effectively controlling the investment risk, the company’s appropriate financial management is conducive to improving the use efficiency and income of the company’s raised funds, further improving the overall performance level of the company and seeking more investment returns for the shareholders of the company.
To sum up, the sponsor has no objection to the company’s cash management using some idle raised funds this time.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) opinions on the verification of Shanghai Hongying Intelligent Technology Co., Ltd. using some idle raised funds for cash management) sponsor representative:
Zhao Liang, Yang Jie
Citic Securities Company Limited(600030) mm / DD / yyyy
