Hualong Securities Co., Ltd
About Zhejiang Taitan Co.Ltd(003036)
Verification opinions on cash management using some idle raised funds and self owned funds Hualong Securities Co., Ltd. (hereinafter referred to as "Hualong securities" and "sponsor") as the sponsor of Zhejiang Taitan Co.Ltd(003036) (hereinafter referred to as " Zhejiang Taitan Co.Ltd(003036) " and "company") for initial public offering and listing of shares, in accordance with the administrative measures for securities issuance and listing sponsor business In accordance with the requirements of relevant provisions such as the Listing Rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the cash management of Zhejiang Taitan Co.Ltd(003036) using some idle raised funds and its own funds has been verified. The specific conditions are as follows:
1、 Overview
Zhejiang Taitan Co.Ltd(003036) (hereinafter referred to as "the company") held the 9th meeting of the 9th board of directors and the 9th meeting of the 9th board of supervisors on March 15, 2022, deliberated and approved the proposal on using some idle raised funds and self owned funds for cash management, and agreed that the company should use no more than 100 million yuan of idle raised funds and 150 million yuan of idle self owned funds for cash management, The aforesaid quota is valid for 12 months from the date of deliberation and approval by the board of directors, and can be recycled and used within the aforesaid quota and period.
2、 Basic information of cash management using some idle raised funds and self owned funds this time
(I) investment purpose
Under the condition of ensuring that the daily operation of the company is not affected, the company's cash management of some idle raised funds and its own funds can obtain certain investment income, improve the efficiency of fund use, and seek more investment returns for the company and shareholders.
(II) investment quota and term
The company plans to use no more than 100 million yuan of idle raised funds and 150 million yuan of idle self owned funds for cash management. The service life is effective within 12 months from the date of deliberation and approval by the board of directors. The above amount can be used in a circular and rolling manner within the validity period of the resolution. After the cash management of idle raised funds expires, the raised funds will be returned to the special account in time.
(III) types of cash management investment products
In order to control risks, the company plans to purchase investment products with high security, good liquidity, low risk, principal guaranteed commitment and investment period of no more than 12 months, and the above products shall not be pledged.
(IV) authorization and implementation method
Within the scope and validity of the above investment quota, the board of directors of the company authorizes the chairman to exercise relevant decision-making power, and the specific matters shall be organized and implemented by the Finance Department of the company.
(V) income distribution mode
The income of the company's products for cash management belongs to the company.
(VI) information disclosure
The company will timely disclose the specific situation of specific cash management business in accordance with the relevant requirements of Shenzhen Stock Exchange Stock Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of main board listed companies and the articles of association.
3、 Raised funds
With the approval of the reply on approving Zhejiang Taitan Co.Ltd(003036) initial public offering of shares (zjxk [2021] No. 27) issued by China Securities Regulatory Commission, Zhejiang Taitan Co.Ltd(003036) issued 54000000 ordinary shares (A shares) to the public for the first time, with a par value of RMB 1.00 per share, an issue price of RMB 5.72 per share, and a total raised capital of RMB 3088000000, After deducting the issuance expenses (excluding value-added tax) of 5610749350 yuan, the net amount of raised funds is 25277250650 yuan. Lixin Certified Public Accountants (special general partnership) has verified the availability of the company's raised funds on January 25, 2021 and issued the capital verification report (xksbz [2021] No. zf10030). The company has carried out special account storage management for the raised funds in accordance with the regulations, and all the raised funds have been deposited in the special account for raised funds after they have been received, and has signed the tripartite supervision agreement for raised funds with the recommendation institution and the deposit bank of raised funds.
The investment projects of the funds raised by the company's initial public offering are as follows:
Unit: RMB 10000
No. project name total investment amount of the project amount of raised funds
1 intelligent textile machinery equipment manufacturing base project 39810001947725
2. Marketing network information platform project 399800 800.00
3. Supplementary working capital 500000
Total 48808 Shanghai Step Electric Corporation(002527) 725
As the construction of the project invested by raised funds needs a certain period, according to the construction progress of the project invested by raised funds, some of the raised funds are idle in the short term at this stage.
4、 Investment risk and risk control measures
(I) investment risk
Although the company plans to purchase low-risk investment products with high safety and good liquidity, due to the macroeconomic impact on the financial market, the risk that the investment income fails to meet the expectation due to the impact of market fluctuations cannot be ruled out.
(II) risk control measures
1. The company will strictly abide by the principle of prudent investment: (1) the term of investment products shall not exceed 12 months; (2) Choose investment products with high security, good liquidity, low risk and high robustness; (3) Do not invest in securities, and do not buy financial products with stocks, derivatives and unsecured bonds as the investment object;
2. The Finance Department of the company will timely analyze and track the progress of financial products. Once adverse factors are found or judged, corresponding preservation measures will be taken in time to control investment risks;
3. The internal audit department of the company is responsible for supervising the use and custody of funds in this cash management; 4. The independent directors and the board of supervisors of the company have the right to supervise and inspect the cash management, and can hire professional institutions to audit when necessary. Once adverse factors are found or judged, corresponding preservation measures will be taken in time to control investment risks;
5. The company will timely perform the obligation of information disclosure in strict accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
5、 The impact of using some idle raised funds and self owned funds for cash management on the company's operation
Without affecting the daily operation of the company, the company uses some idle raised funds and its own funds for cash management, which will not affect the normal capital turnover of the company and the capital demand of the company's main business development. The company uses some idle raised funds and its own funds for cash management, which can obtain certain investment income, improve the use efficiency of funds and seek more investment returns for the company and shareholders.
The company's use of some idle raised funds for cash management this time is carried out on the premise of ensuring that the investment projects of raised funds can be carried out normally and the safety of raised funds. It does not affect the normal development and daily operation of the company's raised investment projects, nor does it change the purpose of raised funds in a disguised manner.
6、 Internal decision-making procedures performed by the company and relevant opinions
(I) opinions of the board of directors
At the 9th meeting of the 9th board of directors held on March 15, 2022, the company deliberated and approved the proposal on using some idle raised funds and self owned funds for cash management, and agreed that the company would use no more than 100 million yuan of idle raised funds and 150 million yuan of idle self owned funds for cash management, which would be effective within 12 months from the date of deliberation and approval by the board of directors, Within the above limit and term, it can be used circularly.
(II) opinions of the board of supervisors
The ninth meeting of the ninth board of supervisors of the company held that the decision-making procedures of the company for cash management by using some idle raised funds and self owned funds this time comply with the stock listing rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the articles of association. Without affecting the normal operation of the company, it can improve the efficiency of fund use and obtain income according to law, which is in line with the interests of the company and all shareholders. There is no situation that damages the interests of shareholders, especially the interests of small and medium-sized investors. (III) opinions of independent directors
The independent directors' independent opinions on the company's use of some idle raised funds and self owned funds for cash management are as follows: the company is carried out on the premise that the investment projects of raised funds can be carried out normally and the safety of raised funds under the condition of ensuring the capital demand of daily operation and effectively controlling investment risks, It does not affect the daily operation of the company and the normal development of raised investment projects, nor does it change the purpose of raised funds in a disguised form. Without affecting the normal operation of the company, it can improve the efficiency of fund use and obtain income according to law, which is in line with the interests of the company and all shareholders. Comply 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 stock listing rules of Shenzhen Stock Exchange and other relevant provisions. Therefore, we agree that the company uses some idle raised funds and its own funds for cash management.
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that: Zhejiang Taitan Co.Ltd(003036) the use of some idle raised funds and self owned funds for cash management has been deliberated and approved at the ninth meeting of the ninth board of directors and the ninth meeting of the ninth board of supervisors of the company, and the independent directors of the company have expressed their opinions with clear consent, which is in line with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, The necessary approval procedures have been performed Zhejiang Taitan Co.Ltd(003036) using some idle raised funds and self owned funds for cash management is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and minority shareholders.
The recommendation institution has no objection to Zhejiang Taitan Co.Ltd(003036) this use of some idle raised funds and self owned funds for cash management.
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(there is no text on this page, which is the signature page of the verification opinions of Hualong Securities Co., Ltd. on Zhejiang Taitan Co.Ltd(003036) using some idle raised funds and self owned funds for cash management) sponsor representative:
Quan Hongtao Hu Lin
Hualong Securities Co., Ltd
