Haitong Securities Company Limited(600837)
About Shen Zhen Australis Electronic Technology Co.Ltd(300940)
Verification opinions on cash management using some idle raised funds and self owned funds
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) as a sponsor of Shen Zhen Australis Electronic Technology Co.Ltd(300940) (hereinafter referred to as ” Shen Zhen Australis Electronic Technology Co.Ltd(300940) ” and “company”) for initial public offering of shares and listing on GEM in 2021, according to the law on the Administration of securities issuance and listing sponsor business The requirements of relevant laws, regulations and normative documents 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 guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, The matters of Shen Zhen Australis Electronic Technology Co.Ltd(300940) using some idle raised funds and self owned funds for cash management have been carefully verified. The verification results are as follows:
1、 Basic information of raised funds
With the approval of registration of Shen Zhen Australis Electronic Technology Co.Ltd(300940) initial public offering (zjxk [2021] No. 9) issued by China Securities Regulatory Commission, the company issued 29606423 ordinary shares (A shares) in RMB for the initial public offering, with the issue price of 12.76 yuan / share, and the total amount of raised funds was 37777800 yuan, after deducting the issue expenses of 4535005 million yuan, The net amount of funds actually raised was 33247500 yuan. ShineWing Certified Public Accountants (special general partnership) verified the arrival of the raised funds and issued the capital verification report no. xyzh / 2021gzaa50004 on January 29, 2021. The company has deposited the above raised funds in the special account for raised funds, and signed a tripartite supervision agreement on raised funds with the sponsor and the bank storing the raised funds.
2、 Use of raised funds
According to the prospectus of Shen Zhen Australis Electronic Technology Co.Ltd(300940) initial public offering and listing on GEM disclosed by the company and the proposal on adjusting the investment amount of raised funds of raised investment projects deliberated and adopted at the 24th Meeting of the first board of directors, the funds raised by initial public offering of shares of the company, after deducting the issuance expenses, are invested in the following projects:
Unit: 10000 yuan
No. proposed investment amount of raised funds investment project before adjustment of total investment amount of raised funds investment amount of raised funds after adjustment
1 LED backlight production base construction 33964882368124 project
2 5g mobile phone back cover production base construction 727265727265507069 project
3 LED backlight R & D center construction 644097644097449082 project
4. Supplementary working capital items 440000440000-
Total 520785052078503324275
As of February 28, 2022, the company has used a total of 513857 million yuan of raised funds, and the balance of raised funds is 2838608 million yuan (including interest income). As there is a certain construction cycle in the construction of raised investment projects, according to the construction progress of raised investment projects, some of the raised funds are idle in the short term at this stage. On the premise of not affecting the construction of raised investment projects and the normal operation of the company, the company will make rational use of idle raised funds for cash management to improve the use efficiency of raised funds.
3、 Previous use of some idle raised funds and self owned funds for cash management
The company held the 24th Meeting of the first board of directors and the 21st Meeting of the first board of supervisors on March 1, 2021, and the first extraordinary general meeting of shareholders in 2021 on March 19, 2021. The proposal on using some idle raised funds and self owned funds for cash management was deliberated and adopted, Agree to use the temporarily idle raised funds of no more than RMB 250 million (including the principal amount) and its own funds of no more than RMB 100 million (including the principal amount) for cash management under the condition of ensuring the construction of the investment projects invested by the raised funds and the normal operation of the company, and the service life shall be effective within 12 months from the date of deliberation and approval by the shareholders’ meeting, Within the above limit and term, the funds can be used on a rolling basis.
In order to further improve the use efficiency and income of the temporarily idle raised funds, the company held the 27th meeting of the first board of directors and the 24th Meeting of the first board of supervisors on June 22, 2021, and the second extraordinary general meeting of shareholders in 2021 on July 8, 2021. The proposal on increasing the use of some idle raised funds for cash management was approved, It is agreed to increase the use of temporarily idle raised funds of no more than RMB 80 million (including this amount) for cash management under the condition of ensuring the construction of investment projects with raised funds and the normal operation of the company. The use period is effective within 12 months from the date of deliberation and approval by the general meeting of shareholders, and the funds can be used on a rolling basis within the above limit and period.
As of February 28, 2022, the outstanding balance of the company using idle raised funds for cash management was 265 million yuan, and the outstanding balance of the company using its own funds for cash management was 30 million yuan.
4、 The plan of using idle raised funds and self owned funds for cash management this time
(I) investment purpose
In order to improve the use efficiency of the company’s funds and increase the return of shareholders, the company and its subsidiaries plan to use part of the temporarily idle raised funds and self owned funds for cash management on the premise of ensuring that it does not affect the construction needs of raised investment projects, ensuring the normal operation of the company and effectively controlling risks, so as to better maintain and increase the value of cash and protect the interests of the company’s shareholders.
(II) investment varieties
1. Varieties of idle raised funds investment products
The company and its subsidiaries intend to purchase products with high security, good liquidity, low risk, a term of no more than 12 months or transferable and withdrawable in advance, including but not limited to structured deposits, certificates of deposit and Treasury reverse repurchase varieties.
The above products shall not be used for pledge, and the special settlement account for products shall not deposit non raised funds or be used for other purposes. The company will promptly announce the opening or cancellation of the special settlement account for products.
2. Varieties of products invested by self owned funds
The company and its subsidiaries will strictly control risks in accordance with relevant regulations, strictly evaluate the cash management products to be purchased with their own funds, and plan to purchase cash management products with high safety and good liquidity. The purchase channels include but are not limited to commercial banks, securities companies and other financial institutions. The relevant product varieties do not involve high-risk investments such as securities investment and derivatives trading stipulated in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
(III) amount and term
If the amount of idle funds exceeds RMB 20.22 million (excluding the amount of cash to be raised) and the time limit for use of the interim management report of the board of directors, it shall be within the time limit from the date of deliberation of the above-mentioned annual meeting of directors to the date of approval of the interim management report. When the cash management of temporarily idle raised funds expires, it will be returned to the special account for raised funds in time. (IV) implementation mode
Within the validity period and limit, the management of the company is authorized to make investment decisions, including but not limited to: selecting qualified financial institutions, varieties of financial products, clarifying the investment amount, investment period, negotiating and communicating contracts or agreements, etc., and signing relevant contract documents. The Finance Department of the company is responsible for the organization, implementation and management.
(V) distribution of cash management income
The income obtained by the company and its subsidiaries from using some idle raised funds for cash management will be managed and used in strict accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on the regulatory measures for raised funds.
(VI) information disclosure
The company will do a good job of information disclosure in accordance with the relevant requirements of 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 on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
5、 Investment risk and risk control measures
(I) investment risk analysis
1. Although the investment products have been strictly evaluated, the financial market is greatly affected by the macro-economy. It is not ruled out that the investment is affected by market fluctuations.
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable.
(II) risk control measures
1. When the company and its subsidiaries use idle raised funds and idle self owned funds to purchase investment products, they will choose investment products with high safety and good liquidity, and clarify the amount, variety and term of investment products, as well as the rights, obligations and legal liabilities of both parties.
2. The Finance Department of the company will check the account balance with the bank in time and do a good job in financial accounting. Once it is found that there are risk factors that may affect the safety of the company’s funds, it will take preservation measures in time to control the investment risk, and conduct real-time analysis and tracking on the use and custody of the funds of the invested products.
3. The internal audit department of the company is responsible for the audit and supervision of investment and financial products and custody, and regularly carry out internal audit on the use and custody of raised funds and idle self owned funds.
4. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
5. The company will timely perform the obligation of information disclosure in strict accordance with laws and regulations and relevant provisions of normative documents of Shenzhen Stock Exchange.
6、 Impact on the company
The company and its subsidiaries adhere to standardized operation, maintain and increase the value of assets on the premise of preventing risks, and use some idle raised funds and idle self owned funds for cash management under the condition of ensuring the construction of raised projects and the normal operation of the company, which will not affect the construction of raised funds and the normal development of main business of the company, and there is no disguised change in the purpose of raised funds, At the same time, it can improve the efficiency of capital use, obtain certain income and obtain more returns for the company and shareholders.
7、 Review procedures and relevant opinions for implementation
(I) deliberations of the board of directors
The company held the fourth meeting of the second board of directors on March 15, 2022, deliberated and passed the proposal on cash management using some idle raised funds and self owned funds, and agreed that under the condition of ensuring the construction of raised investment projects and the normal operation of the company, Use the temporarily idle raised funds of no more than RMB 215 million (including this amount) and the self owned funds of no more than RMB 30 million (including this amount) for cash management. The service life is from the date of deliberation and approval of this board of directors to the date of deliberation and holding of the board of directors of 2022 annual report. Within the above limit and period, the funds can be used on a rolling basis.
(II) deliberation of the board of supervisors
The company held the fourth meeting of the second board of supervisors on March 15, 2022, deliberated and approved the proposal on cash management using some idle raised funds and self owned funds, and agreed that under the condition of ensuring the construction of raised investment projects and the normal operation of the company, Use the temporarily idle raised funds of no more than RMB 215 million (including this amount) and the self owned funds of no more than RMB 30 million (including this amount) for cash management. The service life is from the date of deliberation and approval of the board of directors to the date of deliberation of the 2022 annual report. Within the above limit and period, the funds can be used in a rolling manner.
(III) opinions of independent directors
The independent directors believe that the company and its subsidiaries use the temporarily idle raised funds and their own funds for cash management without affecting the normal progress of the investment plan of the raised funds and the safety of the raised funds, there is no situation of changing the investment direction of the company’s raised funds and damaging the interests of shareholders, and can effectively improve the use efficiency of the raised funds and protect the interests of shareholders, Comply with 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, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the company’s management system for raised funds According to the requirements of laws and regulations, the decision-making procedure is legal and effective.
Therefore, the independent directors unanimously agree that the company and its subsidiaries use some idle raised funds and self owned funds for cash management.
8、 Verification opinions of the recommendation institution
Haitong Securities Company Limited(600837) after consulting the meeting materials of the board of directors and board of supervisors related to the cash management of Shen Zhen Australis Electronic Technology Co.Ltd(300940) using some idle raised funds and self owned funds, combined with the operation of the company’s internal control system and the opinions of independent directors, it is considered that:
1. The company has performed necessary legal procedures for cash management with temporary idle raised funds of no more than 215 million yuan (including this amount) and its own funds of no more than 30 million yuan (including this amount), which has been deliberated and adopted at the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors, Independent directors also expressed independent opinions.
2. The company’s use of temporarily idle raised funds of no more than 215 million yuan (including this amount) and its own funds of no more than 30 million yuan (including this amount) for cash management meets the normative requirements of laws and regulations on the management and use of raised funds, and there is no situation of changing the use purpose of raised funds in a disguised manner, There is no situation that damages the interests of shareholders of the company.
To sum up, Haitong Securities Company Limited(600837) paid cash for Shen Zhen Australis Electronic Technology Co.Ltd(300940) this use of some idle raised funds and self owned funds
