Sinolink Securities Co.Ltd(600109) about Wuxi Shangji Automation Co.Ltd(603185)
The fund raised by the subsidiary shall be accepted and paid by the bank
Verification opinions on equal replacement
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as the “sponsor”) is the sponsor of Wuxi Shangji Automation Co.Ltd(603185) (hereinafter referred to as the ” Wuxi Shangji Automation Co.Ltd(603185) “, “the company”) to publicly issue convertible corporate bonds, In accordance with relevant laws and regulations such as 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 According to the requirements of laws, regulations and normative documents, careful verification has been conducted on the matters involved in the proposal on subsidiaries using bank acceptance bills to pay the funds required for raised investment projects and replacing them with the raised funds at the 41st meeting of the third board of directors and the 27th meeting of the third board of supervisors. The specific verification is as follows:
1、 Basic information of raised funds
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, Wuxi Shangji Automation Co.Ltd(603185) publicly issued 24.7 million convertible corporate bonds with a face value of 100 yuan each, and issued at face value, with a total issuance amount of 247 million yuan, After deducting the issuance expenses of 2346273584 yuan (excluding tax), the actual net amount of available raised funds is 244653726416 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 [2022] No. 000129) has been issued. The company has carried out special account storage management for the raised funds, and all the raised funds have been deposited in the special account for the raised funds after they are received. The company has signed a tripartite supervision agreement for the raised funds with the sponsor and the commercial bank storing the raised funds.
2、 The operation process of subsidiaries using bank acceptance bills to pay the funds required by the raised funds for investment projects and replacing them with the raised funds in the same amount
1. The application, approval, payment and other procedures required for the use of bank acceptance bills to pay the funds of raised investment projects must comply with the relevant provisions of the company’s raised funds management system.
2. The finance department shall establish a special account, count the funds of raised investment projects paid by bank acceptance bills one by one, prepare a summary statement on a monthly basis, and copy it to the sponsor representative.
3. The finance department shall make monthly statistics on the raised investment project funds paid (endorsed and transferred) by bank acceptance bills that have not been replaced, prepare the replacement application form, and transfer the funds paid (endorsed and transferred) by bank acceptance bills from the special account for raised funds to the general account of the subsidiary after review and approval according to the relevant approval process for the payment of raised funds, And notify the recommendation institution.
4. If a bank acceptance bill is issued to pay the fund of the raised investment project, the raised funds shall be used to pay the deposit of the bank acceptance bill. When the bill is due for acceptance, the remaining payable funds shall be paid with its own funds after deducting the deposit and interest. The paid deposit of the bank acceptance bill and the payment funds for due acceptance shall be counted on a monthly basis, and a replacement application form shall be made. After review and approval, Transfer the due acceptance funds paid with self owned funds into the general account of the subsidiary in equal amount from the special account for raised funds, and notify the recommendation institution.
5. The recommendation institution and the recommendation representative have the right to supervise the company’s use of bank acceptance bills to pay the funds of raised investment projects by means of on-site inspection and written inquiry. The company and the deposit bank of raised funds shall cooperate with the recommendation institution in its investigation and inquiry.
3、 Impact on the company and its subsidiaries
The use of bank acceptance bills by subsidiaries to pay the funds required for the investment projects of raised funds will help to improve the use efficiency of raised funds, reduce the financial cost of the company and control the risk of contract performance, which is in line with the interests of the company and all shareholders, will not affect the normal progress of the investment projects of raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders.
4、 Internal approval procedures and opinions performed by the company
The 41st meeting of the third board of directors and the 27th meeting of the third board of supervisors held by the company on March 8, 2022 respectively considered and adopted the proposal on subsidiaries using bank acceptance bills to pay the funds required for raised investment projects and replace them with the raised funds in equal amount, The bank agrees to use the raised funds to replace the bills of exchange and pay the amount required by the raised funds. The independent directors expressed their independent opinions clearly agreeing with the matter.
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
Wuxi Shangji Automation Co.Ltd(603185) as for the issue that the subsidiaries use bank acceptance bills to pay the funds required for the raised investment projects and replace them with the raised funds in the same amount, it has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued independent opinions with explicit consent, performed the necessary deliberation procedures, and complied with the provisions of relevant laws, regulations and normative documents.
To sum up, the sponsor has no objection to Wuxi Shangji Automation Co.Ltd(603185) subsidiary’s use of bank acceptance bill to pay the funds required for the raised investment project and equal replacement with the raised funds.
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(there is no text on this page, which is the signature page of Sinolink Securities Co.Ltd(600109) verification opinions on Wuxi Shangji Automation Co.Ltd(603185) subsidiary using bank acceptance bill to pay the funds required for the raised investment project and replace it with the raised funds in the same amount) sponsor representative:
Xie Zhengyang, Yao Wenliang
Sinolink Securities Co.Ltd(600109) mm / DD / yyyy
