About Jiangsu Jiuwu Hi-Tech Co.Ltd(300631)
Verification opinions on cash management by using some idle raised funds and self owned funds Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as the “sponsor”) as the sponsor of Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) (hereinafter referred to as the ” Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) ” company “) to publicly issue convertible corporate bonds in 2020 and to issue shares to specific objects in 2021 through simple procedures, According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM 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 other relevant provisions have verified the cash management of some idle raised funds and self owned funds used by the company. The verification results and verification opinions are as follows:
1、 Basic information of raised funds
1. Public issuance of convertible corporate bonds in 2020
Approved by the reply on approving Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) public issuance of convertible corporate bonds (zjxk [2020] No. 300) of China Securities Regulatory Commission, the company is approved to issue convertible corporate bonds with a total face value of 254 million yuan to the public for a period of 6 years. The total amount of funds raised by the company in this public offering of convertible corporate bonds is RMB 254 million, after deducting the recommendation and underwriting fees of RMB 6.638 million (excluding tax), lawyer fees of RMB 300000 (excluding tax), audit and capital verification fees of RMB 235800 (excluding tax), credit rating fees of RMB 235800 (excluding tax), issuance handling fees After the information disclosure fee and other expenses of 1042800 yuan (excluding tax), the net amount of funds raised was 245581700 yuan. The capital raised by the partnership was verified by Zhonghui Certified Public Accountants (No. 4583, 2020) on September 9, 2020.
2. In 2021, shares were issued to specific objects through summary procedures
According to the reply on Approving the registration of Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) issuing shares to specific objects (zjxk [2021] No. 4072) issued by China Securities Regulatory Commission, the company issued 3121212 shares to specific objects in 2021 in a simple procedure, with a total raised capital of 10299999600 yuan and after deducting 329806529 yuan of issuance expenses (excluding value-added tax), The net capital raised by the company this time is 9970193071 yuan. The above raised funds have been verified by Zhonghui Certified Public Accountants (special general partnership) and issued Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) capital verification report (Zhonghui Keyan [2022] No. 0018).
In order to standardize the management of the company’s raised funds and protect the rights and interests of investors, the company and Jiuwu environmental protection have signed a tripartite and quadripartite supervision agreement on the raised funds with the sponsor and relevant raised funds supervision banks, opened a special account for the raised funds and stored the raised funds in a special account.
2、 Cash management using some idle raised funds and self owned funds this time
(I) investment purpose
The company expects that there will be some idle raised funds in the short term, mainly because the progress of some raised investment projects has been adjusted, and the implementation of the project has a certain period, and some raised funds will be idle within a certain period of time. In order to make rational use of funds, improve the use efficiency of funds, increase the company’s income and maximize the interests of shareholders, some idle raised funds and self owned funds are used for cash management without affecting the construction of raised funds and the normal operation of the company and effectively controlling risks.
(II) types of investment products
The company will strictly control risks in accordance with relevant regulations and plans to choose an appropriate time to buy financial products with high security, good liquidity and low risk. Among them, the raised funds can only buy principal guaranteed products with high security such as structural deposits and large certificates of deposit.
(III) investment quota
The total amount shall not exceed 350 million yuan (including idle raised funds of not more than 300 million yuan and self owned funds of not more than 50 million yuan). The term of this investment authorization shall be from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders. The term of purchasing a single financial product shall not exceed 12 months, Within the above quota and authorization period, the funds can be used on a rolling basis, and the total amount of financial products purchased by the company at any time point shall not exceed 350 million yuan.
(IV) implementation mode
Investment products must be purchased in the name of the company and its subsidiaries. The board of directors of the company authorizes the chairman of the company and its subsidiaries to exercise the investment decision-making power and sign relevant contract documents or agreements. The financial department of the company and its subsidiaries is responsible for the specific implementation of cash management.
(V) information disclosure
The company will timely disclose the company’s purchase of financial products in accordance with the requirements of relevant laws and regulations 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies.
2、 Existing risks and control measures
Although the financial products purchased by the company are short-term and low-risk products, the financial market is greatly affected by the macro-economy. It is not ruled out that the investment is affected by market fluctuations and there are certain systemic risks. At the same time, there will also be operational and monitoring risks for relevant staff. In view of possible investment risks, the company formulates the following risk control measures:
1. The financial department of the company and its subsidiaries will timely analyze and track the investment direction of financial products and project progress. Once adverse factors are found or judged, corresponding preservation measures will be taken in time to control investment risks;
2. The Audit Department of the company is responsible for auditing and supervising the use and custody of low-risk investment and wealth management funds, comprehensively inspecting all investment projects of wealth management products at the end of each quarter, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the Audit Committee;
3. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds and the purchase of financial products, and can hire professional institutions to audit when necessary.
3、 Company review procedure
The matter has been deliberated and approved at the 27th meeting of the seventh board of directors and the 18th meeting of the seventh board of supervisors of Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) the company, and the independent directors have expressed their independent opinions and agreed that the company will use some idle raised funds and its own funds for cash management. The matter still needs to be deliberated and approved by Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) shareholders’ meeting.
4、 Impact Analysis on the company
The company’s use of temporarily idle raised funds and self owned funds to invest in financial products is implemented on the premise of ensuring the company’s daily operation and the safety of raised funds. It will not affect the investment progress of the company’s raised projects and the normal development of the company’s main business, which is conducive to improving the fund use efficiency and income of the company’s raised funds and further improving the overall performance level of the company.
The company does not change the purpose of the raised funds in a disguised form, and guarantees that the use of some idle raised funds to purchase financial products of principal guaranteed financial institutions will not affect the normal implementation of the raised funds.
5、 Verification procedures and opinions of the recommendation institution
The recommendation institution consulted the meeting materials such as the opinions of the board of directors, the board of supervisors and independent directors of the company. After verification, the recommendation institution believes that:
1. Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) and its subsidiaries intend to use idle raised funds and self owned funds (including idle raised funds of no more than RMB 300 million and self owned funds of no more than RMB 50 million) for cash management, which has been deliberated and approved by the board of directors and the board of supervisors of the company, All independent directors have issued clear consent opinions, which have yet to be deliberated and approved by the general meeting of shareholders of the company, and comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange;
2. The company has established a good internal control system and fund-raising management system, which have been effectively implemented;
3. At present, the company is in good operation, stable financial condition and periodic idle funds. The company’s appropriate cash management with idle raised funds and self owned funds can improve the company’s fund utilization efficiency and increase the company’s investment income;
4. The investment does not affect the normal development of the company’s main business and does not damage the interests of the company and all shareholders.
To sum up, the sponsor has no objection to the cash management of Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) and its subsidiaries’ proposed idle raised funds and self owned funds (including idle raised funds of no more than RMB 300 million and self owned funds of no more than RMB 50 million). (no text below)
(there is no text on this page, which is the signature page of Guotai Junan Securities Co.Ltd(601211) verification opinions on Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) using some idle raised funds and self owned funds for cash management)
Sponsor representative:
Qian Jian, Deng Chao
Guotai Junan Securities Co.Ltd(601211) mm / DD / yyyy
