Sinolink Securities Co.Ltd(600109) about Wuxi Shangji Automation Co.Ltd(603185)
Verification opinions on cash management with idle raised funds
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as “the sponsor”) as the sponsor of Wuxi Shangji Automation Co.Ltd(603185) (hereinafter referred to as ” Wuxi Shangji Automation Co.Ltd(603185) ” and “the company”), Perform continuous supervision duties in accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange, 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 self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, Prudently checked the matters involved in the proposal on the use of idle raised funds for cash management deliberated at the 41st meeting of the third board of directors and the 27th meeting of the third board of supervisors of Wuxi Shangji Automation Co.Ltd(603185) company. The details of the verification are as follows: I. Basic information of the raised funds
(I) fund raising
Approved by the reply on approving Wuxi Shangji Automation Co.Ltd(603185) public issuance of convertible corporate bonds (zjxk [2020] No. 792) of China Securities Regulatory Commission and approved by Shanghai Stock Exchange, the company issued 6.65 million convertible corporate bonds to shareholders and the public by means of preferential placement and public offering on June 9, 2020, Each face value is RMB 100 and the term is 6 years. The company has raised a total of RMB 665 million. After deducting the relevant issuance expenses of RMB 1046462264 (excluding tax), the net amount of funds actually raised is RMB 65453537736. The availability of the above raised funds has been verified by Dahua Certified Public Accountants (special general partnership) and a capital verification report (dhyz [2020] No. 000272) has been issued. The company has stored the raised funds in a special account in accordance with the requirements of relevant rules.
With the approval of the reply on approving Wuxi Shangji Automation Co.Ltd(603185) non-public Development Bank shares (zjxk [2020] No. 3607) issued by the China Securities Regulatory Commission, the company may issue no more than 69752700 new shares in a non-public manner. The company actually issued 22900763 non-public shares to 15 specific investors. The issuing price per share was 131 yuan, and the total amount of funds raised was 29999995300 yuan. After deducting the issuance expenses of 2377349128 yuan (excluding tax), the net amount of funds actually raised was 297622646172 yuan. The availability of the above raised funds has been verified by Dahua Certified Public Accountants (special general partnership) and a capital verification report (dhyz [2021] 000071) has been issued. The company has stored the raised funds in a special account in accordance with the requirements of relevant rules.
Approved by the reply on approving Wuxi Shangji Automation Co.Ltd(603185) public issuance of convertible corporate bonds (zjxk [2021] No. 3409) of China Securities Regulatory Commission and approved by Shanghai Stock Exchange, the company issued 24.7 million convertible corporate bonds to shareholders and the public by means of preferential placement and public offering on March 1, 2022, The face value of each is RMB 100 and the term is 6 years. The company has raised a total of RMB 2470000000. After deducting the relevant issuance expenses of RMB 2346273584 (excluding tax), the net amount of funds actually raised is RMB 244653726416. The availability of the above raised funds has been verified by Dahua Certified Public Accountants (special general partnership) and a capital verification report Dahua Yan Zi [2022] No. 000129 has been issued. The company has stored the raised funds in a special account in accordance with the requirements of relevant rules.
(II) investment and use of raised funds
1. Funds raised by public issuance of convertible bonds in 2020
As of March 7, 2022, the net amount of funds raised in the early stage of the company was 654535400 yuan, and the actually used raised funds were 524170400 yuan. All the raised funds were invested in the corresponding raised investment projects as required. The details are as follows:
Unit: 10000 yuan
No. project name net amount of raised funds used amount
1 5GW monocrystalline silicon crystal drawing production (phase II) project 65453545241704
Total 65453545241704
2. Funds raised by non-public offering of shares in 2021
As of March 7, 2022, the net amount of funds raised in the early stage of the company was 29762265 million yuan, and the actually used raised funds were 2345489100 yuan. All raised funds were invested in corresponding raised investment projects as required. The details are as follows:
Unit: 10000 yuan
No. project name net amount of raised funds used amount
1 8GW monocrystalline silicon crystal drawing production project 2076226514426629
2 supplementary working capital 90 China Baoan Group Co.Ltd(000009) 000000
Total 2976226523454891
3. Funds raised by public issuance of convertible bonds in 2022
As of March 7, 2022, the net amount raised by the company in the early stage was 24465373 million yuan, and the amount of raised funds invested in the early stage but not replaced was 13275976 million yuan. The details are as follows:
Unit: 10000 yuan
Net amount of raised funds invested in the early stage but no. project name
Amount not replaced
1 Baotou annual output 10GW monocrystalline silicon crystal drawing and supporting production project 2446537313275976
Total 2446537313275976
2、 Basic information of cash management using some temporarily idle raised funds this time
(I) management purpose
In order to improve the use efficiency of funds and make rational use of idle raised funds, on the premise of not affecting the construction and normal operation of the company’s raised investment projects, idle raised funds are used for cash management, increase capital benefits, better maintain and increase the value of the company’s funds and protect the interests of the company’s shareholders.
(II) investment quota
The company plans to use idle raised funds with a total amount of no more than RMB 2 million for cash management. Within the above limit, the funds can be recycled and used on a rolling basis.
(III) investment variety and term
In order to control risks, the company uses idle raised funds to appropriately purchase financial products or deposit products with high safety, good liquidity and guaranteed principal. The term of investment products shall not exceed 12 months. The above investment varieties do not involve securities investment, and shall not be used for bank financial management or trust products for the purpose of stocks and their derivatives, securities investment funds and securities investment and unsecured creditor’s rights as the investment object.
(IV) validity period of investment resolution
It is valid from the date of deliberation and approval by the general meeting of shareholders to the next approval by the competent authority before making a new resolution, and can be recycled and used. The idle raised funds shall be returned to the raised funds account after the cash management expires.
(V) implementation mode
Within the limit, the board of directors authorizes the chairman to exercise the investment decision-making power and sign relevant contract documents. The specific matters shall be organized and implemented by the relevant departments of the company.
(VI) information disclosure
The company will fulfill the obligation of information disclosure in a timely manner in accordance with the provisions of relevant laws and regulations such as the Listing Rules of Shanghai 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, and the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of Shanghai Stock Exchange.
3、 Risk control measures
1. Relevant departments of the company will timely track the investment direction of financial products according to the market situation. If potential risk factors are found, they will organize evaluation, and timely take corresponding preservation measures according to the evaluation results to control the investment risk.
2. The internal audit department of the company is responsible for daily supervision of the use of funds purchased by the company for financial products, and audit and verify the use of funds from time to time.
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.
4. The company will disclose the investment of financial products and corresponding profits and losses during the reporting period in the regular report in accordance with the relevant provisions of Shanghai Stock Exchange.
4、 Impact on the company’s operation
The company’s use of idle raised funds for cash management this time is carried out on the premise of ensuring the normal operation of the investment projects with raised funds and the safety of the raised funds, which will not affect the normal construction of the company’s raised projects or the normal use of the company’s raised funds. Through cash management, we can obtain a certain return on investment, which is conducive to improving the use efficiency of raised funds, improving the performance level of the company, and obtaining a better return on investment for the company and shareholders.
5、 The decision-making procedure of using idle funds for cash management this time
The 41st meeting of the third board of directors and the 27th meeting of the third board of supervisors held on March 8, 2022 respectively considered and approved the proposal on cash management with idle raised funds, and agreed to the matters related to cash management with idle raised funds. The independent directors expressed their independent opinions clearly agreeing with the matter.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
Wuxi Shangji Automation Co.Ltd(603185) the matters related to the use of idle raised funds for cash management have been deliberated and approved by the board of directors and the board of supervisors, and all independent directors have issued independent opinions with explicit consent, which need to be deliberated and approved by the general meeting of shareholders, in line with the provisions of relevant laws, regulations and normative documents.
In conclusion, the recommendation institution has no objection to the company’s cash management using idle raised funds this time.
(there is no text on this page, which is the signature page of Sinolink Securities Co.Ltd(600109) on Wuxi Shangji Automation Co.Ltd(603185) using idle raised funds for cash management) sponsor representative:
Xie Zhengyang, Yao Wenliang
Sinolink Securities Co.Ltd(600109) mm / DD / yyyy
