Anxin Securities Co., Ltd
About Shanghai Action Education Technology Co.Ltd(605098)
Verification opinions on cash management with temporarily idle raised funds
Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” and “sponsor”) as the sponsor of Shanghai Action Education Technology Co.Ltd(605098) (hereinafter referred to as ” Shanghai Action Education Technology Co.Ltd(605098) ” and “the company”) for the initial public offering and listing of shares, in accordance with the law on the administration of securities Issuance and listing sponsor 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 measures for the management of raised funds by listed companies of Shanghai Stock Exchange (revised in 2013), the stock listing rules of Shanghai Stock Exchange and other relevant provisions have carefully verified the cash management of Shanghai Action Education Technology Co.Ltd(605098) using temporarily idle raised funds, The details are as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Shanghai Action Education Technology Co.Ltd(605098) initial public offering of shares (zjxk [2021] No. 203) of China Securities Regulatory Commission and the consent of Shanghai Stock Exchange, the company issued 21090000 ordinary shares (A shares) to the public for the first time, with an issue price of 27.58 yuan per share and a total raised capital of 58166220000 yuan, According to relevant regulations, after deducting various issuance expenses of RMB 6619457624, the actually available raised funds are RMB 51546762376. All the raised funds were in place on April 12, 2021, verified by Ernst & Young Huaming Certified Public Accountants (special general partnership) and issued the capital verification report (Ernst & Young Huaming (2021) Yan Zi No. 61448903b01). The company has stored the raised funds in a special account.
2、 Use of raised funds and idle reasons
According to the company’s prospectus, the investment projects and plans of the company’s initial public offering funds after deducting the issuance expenses are as follows:
No. project name total investment amount of proposed raised funds (10000 yuan) (10000 yuan)
1 smart management training base construction project 53959124554676
2. Action Muke think tank construction project 988992 Shanghai Pudong Development Bank Co.Ltd(600000)
Total 63849045154676
As the construction of the above-mentioned investment projects with raised funds needs a certain period, some of the raised funds are temporarily idle.
3、 Basic information of cash management with temporarily idle raised funds
(I) purpose of cash management
Improve the use efficiency of funds, make rational use of idle funds, use idle raised funds for cash management, increase the company’s income and protect the interests of the company’s shareholders on the premise of not affecting the construction and normal operation of the company’s funded projects.
(II) cash management limit and term
According to the fund use progress of the raised investment project, the company plans to use the temporarily idle raised funds with a total amount of no more than RMB 500 million for cash management. Within the above limit, the funds can be recycled and used in a rolling manner, and the service life shall not exceed 12 months from the date of deliberation and approval by the company’s 2021 annual general meeting of shareholders. The cash management of idle raised funds shall be returned to the special account for raised funds upon expiration.
(III) types of cash management products
In order to control risks, the company uses temporarily idle raised funds to purchase financial products or deposit products with high safety, good liquidity and principal guaranteed. The term of investment products shall not exceed 12 months. The above investment varieties do not involve securities investment, and shall not be used in stocks and their derivatives, securities investment funds and bank financial management or trust products for the purpose of securities investment and unsecured creditor’s rights as the investment object.
(IV) implementation mode
Within the limit, the board of directors of the company agrees to authorize the chairman to exercise the investment decision-making power and sign relevant contract documents within the validity period of the limit. The specific matters shall be organized and implemented by the Finance Department of the company.
(V) information disclosure
The company will timely perform the obligation of information disclosure when using the raised funds for cash management in accordance with the relevant provisions of Shanghai Stock Exchange and other regulatory authorities.
4、 Risk management measures
The company will strictly abide by the principle of prudent investment, screen investment objects and select products issued by units with good reputation, large scale and ability to ensure capital safety. The company will timely track the investment direction of investment products according to the market conditions. If potential risk factors are found, the company will evaluate them, and timely take corresponding preservation measures according to the evaluation results to control the investment risk.
5、 Impact Analysis on the company
The company plans to use the temporarily idle raised funds for cash management, which will not have a significant impact on the company’s future main business, financial status, operating results and cash flow.
The use of temporarily idle raised funds for cash management is implemented on the premise of ensuring the normal operation of the investment projects of raised funds and the safety of raised funds, which will not affect the normal construction of the company’s raised funds and the normal development of the company’s main business; At the same time, it is conducive to improve the use efficiency of raised funds, increase capital income and seek more return on investment for the company and shareholders.
6、 Relevant approval procedures and audit opinions
On March 15, 2022, the company held the fifth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on cash management with temporarily idle raised funds respectively, and agreed to ensure that the construction of investment projects with raised funds and the use of raised funds will not be affected, The company uses idle raised funds with a total amount of no more than RMB 500 million for cash management, and the service life shall not exceed 12 months from the date of deliberation and approval by the company’s 2021 annual general meeting of shareholders. Within the validity period of the above quota and resolution, it can be recycled and used. The cash management of idle raised funds shall be returned to the special account for raised funds upon expiration. The independent directors expressed their explicit consent. This matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Verification opinions of the recommendation institution
On the premise of ensuring the safety of funds and effective control of investment risks, the company’s use of idle raised funds for cash management will be conducive to the appreciation of funds, in line with the interests of the company and shareholders, and will not affect the normal progress of the company’s raised investment projects and daily operation. The company used idle raised funds for cash management, fulfilled the necessary decision-making procedures, complied with the relevant provisions of China Securities Regulatory Commission, Shanghai Stock Exchange and the company on the use of raised funds of listed companies, and did not damage the interests of the company and shareholders.
Therefore, the sponsor agreed to use the idle raised funds for cash management.
