China Securities Co.Ltd(601066)
About China Railway High-Speed Electrification Equipment Corporation Limited(688285)
Verification opinions on the use of some temporarily idle raised funds for cash management
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” securities “and” sponsor “) as a sponsor of China Railway High-Speed Electrification Equipment Corporation Limited(688285) (hereinafter referred to as” China Railway High-Speed Electrification Equipment Corporation Limited(688285) “and” company “) for initial public offering of shares and listing on the science and innovation board, In accordance with 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 Listing Rules of Shanghai Stock Exchange’s science and innovation board, the guidelines for the application of the self regulatory rules of Shanghai Stock Exchange’s science and innovation board listed companies No. 1 – standardized operation and other relevant provisions, The cash management of China Railway High-Speed Electrification Equipment Corporation Limited(688285) using some temporarily idle raised funds was verified. The verification results and verification opinions are as follows:
1、 Basic information of raised funds
With the approval of the reply on Approving the registration of China Railway High-Speed Electrification Equipment Corporation Limited(688285) initial public offering of shares (zjxk [2021] No. 2319) issued by the China Securities Regulatory Commission, the company issued 94.1 million RMB common shares (A shares) for the first time, with an issue price of 7.18 yuan per share and a total raised capital of 675638000.00 yuan; After deducting the issuance expenses of RMB 40248372.94 (excluding value-added tax), the actual net amount of funds raised is RMB 635389627.06. All the above raised funds have been received and verified by Daxin Certified Public Accountants (special general partnership). The capital verification report Daxin Yan Zi [2021] No. 1-10014 was issued on October 15, 2021. The company has managed the special account for the raised funds and signed the tripartite supervision agreement on the storage of the special account for raised funds with the deposit bank of the special account for raised funds and the recommendation institution. As the construction of the project invested by the raised funds needs a certain period, according to the company’s use plan of the raised funds, some of the raised funds are temporarily idle.
2、 Basic information of cash management using some temporarily idle raised funds this time
(i) Investment purpose
In order to improve the use efficiency of the raised funds and make rational use of the idle raised funds, the company plans to use the temporarily idle raised funds for cash management to improve the use efficiency of funds and increase the company’s profit on the premise of ensuring that it will not affect the normal implementation of the company’s investment projects with the raised funds, the normal production and operation of the company and the safety of the raised funds
（2） Investment quota and term
On the premise of ensuring that the implementation of investment projects with raised funds and the safety of raised funds will not be affected, the company and its subsidiaries intend to use up to RMB 470 million (including this amount) of temporarily idle raised funds for cash management, with a service life of no more than 12 months. Within the above-mentioned limit and period, the company can be used circularly and continuously.
（3） Types of investment products
The company will strictly control risks in accordance with relevant regulations and plans to use temporarily idle raised funds to purchase investment products with high safety, good liquidity and guaranteed principal.
（4） Validity of resolution
It shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.
（5） Implementation mode
After being deliberated and approved by the board of directors and the general meeting of shareholders, the company authorizes the chairman to exercise the decision-making power and sign relevant legal documents, including (but not limited to) selecting a high-quality cooperative bank, clarifying the amount and period of cash management, selecting the variety of cash management products, signing contracts and agreements, etc. the specific matters shall be organized and implemented by the Finance Department of the company.
（6） Information disclosure
The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shanghai Stock Exchange and will not change the purpose of the raised funds in a disguised form.
（7） Distribution of cash management income
The income from cash management of the company shall be owned by the company, and the funds shall be managed and used in strict accordance with the requirements of China Securities Regulatory Commission and Shanghai Stock Exchange on the regulatory measures for raised funds. When the cash management expires, it will be returned to the special account for raised funds.
3、 Impact on the company’s operation
The company and its subsidiaries plan to use the temporarily idle raised funds for cash management on the premise of ensuring the funds required for the company’s raised investment projects and ensuring the safety of the raised funds, which will not affect the normal turnover needs of the company’s daily funds and the normal operation of the raised investment projects, and the normal development of the company’s main business, Nor does it change the investment direction of the raised funds in a disguised manner and damage the interests of the company and shareholders. At the same time, timely cash management of temporarily idle raised funds can improve the use efficiency of funds, further improve the overall performance level of the company and seek better return on investment for the company and shareholders.
4、 Investment risk and risk control measures
(i) Investment risk
This cash management method is to purchase investment products with high security, good liquidity and breakeven agreement. Such investment products are affected by macroeconomic factors such as monetary policy. The company will intervene in a timely and appropriate manner according to the economic situation and changes in the financial market, but it does not rule out that the income will be affected by market fluctuations.
（2） Risk control measures
1. The company will handle relevant cash management business in strict accordance with relevant provisions such as the regulatory guidelines for listed companies No. 2 regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, and the application guidelines for the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 regulatory operation.
2. In accordance with the principle of separating decision-making, implementation and supervision functions, the company establishes and improves the approval and implementation procedures of cash management, effectively carries out and standardizes the purchase of investment products for cash management, and ensures the safety of funds. 3. The company will strictly abide by the principle of prudent investment, screen investment objects, and mainly select products issued by issuers with good reputation, large scale and ability to ensure capital safety.
4. Relevant personnel of the Finance Department of the company will timely analyze and track the investment direction of investment products and project progress. If risk factors that may affect the safety of the company’s funds are found in the assessment, corresponding preservation measures will be taken in time to control financial risks.
5. The board of supervisors, independent directors and the audit committee of the board of directors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
6. The company will timely perform the obligation of information disclosure in strict accordance with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange.
5、 Relevant review procedures and opinions
(i) Internal review procedures of the company
On December 30, 2021, the company held the ninth meeting of the second board of directors and the seventh meeting of the second board of supervisors, deliberated and adopted the proposal on cash management using some temporarily idle raised funds, and all independent directors of the company also expressed explicit consent to the matter. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
（2） Opinions of independent directors
The independent directors of the company believe that the company’s cash management of idle raised funds with a maximum amount of no more than RMB 470 million (including this amount) is carried out on the premise of ensuring the funds required by the company’s raised funds for investment projects and ensuring the safety of the raised funds, which is conducive to improving the use efficiency of funds and increasing the company’s investment income, which is in line with the interests of the company and all shareholders, Comply with the relevant provisions of 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 the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the company’s management system for raised funds, The necessary review procedures have been performed, which will not affect the normal turnover needs of the company’s daily funds and the normal operation of raised investment projects, the normal development of the company’s main business, or change the investment direction of raised funds in a disguised manner and damage the interests of the company and shareholders. It is agreed that the company will use the temporarily idle raised funds with a maximum amount of no more than RMB 470 million (including this amount) for cash management, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
（3） Opinions of the board of supervisors
The board of supervisors considered that the company used some temporarily idle raised funds for cash management, Comply with the relevant provisions of 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 the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the company’s management system for raised funds, It will not affect the company’s daily capital turnover needs and the normal operation of raised investment projects, nor will it affect the normal development of the company’s main business, nor will it change the investment direction of raised funds in a disguised manner and damage the interests of the company and shareholders. It is agreed that the company will use the temporarily idle raised funds with a maximum amount of no more than RMB 470 million (including this amount) for cash management.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of some temporarily idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued clear consent opinions, which need to be submitted to the general meeting of shareholders of the company for deliberation, which is in line with the provisions of relevant laws and regulations and exchange rules. The company’s use of some temporarily idle raised funds for cash management this time complies with 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 science and Innovation Board of Shanghai Stock Exchange, and the guidelines for the application of self regulatory rules for science and innovation board listed companies of Shanghai Stock Exchange No. 1 – standardized operation As well as the company’s management system for raised funds and other relevant regulations, there is no change in the use of raised funds in a disguised form, which will not affect the normal implementation of the company’s investment plan for raised funds; On the premise of ensuring the normal operation and capital demand of the company and not affecting the normal implementation of the investment projects with raised funds, the company can improve the capital use efficiency through cash management, which is in line with the interests of the company and all shareholders.
In conclusion, the recommendation institution has no objection to the cash management of the company’s temporarily idle raised funds with a total amount of no more than RMB 470 million (including this amount).
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(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) verification opinions on China Railway High-Speed Electrification Equipment Corporation Limited(688285) using some temporarily idle raised funds for cash management)
Signature of sponsor representative:
Guo Yao, Bao Hongxing
China Securities Co.Ltd(601066) mm / DD / yy
