China Merchants Securities Co.Ltd(600999) about
Ningbo Jialian Technology Co., Ltd. uses some idle raised funds (including over raised funds)
Verification opinions on cash management
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as “sponsor”) as a sponsor of Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as “Jialian technology” and “the company”) for initial public offering of shares and listing on the gem, in accordance with the measures for the administration of securities issuance and listing sponsor business Regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, listing rules of GEM stocks of Shenzhen Stock Exchange and guidelines for standardized operation of GEM listed companies of Shenzhen Stock Exchange, Prudential verification has been conducted on the matters that Jialian technology plans to use some idle raised funds (including over raised funds) for cash management. The details are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Ningbo Jialian Technology Co., Ltd. (zjxk [2021] No. 3103) issued by China Securities Regulatory Commission and the notice on the listing of RMB common shares of Ningbo Jialian Technology Co., Ltd. on the gem (SZS [2021] No. 1241) issued by Shenzhen stock exchange, Jialian Technology issued 30000000 ordinary shares (A shares) to the public for the first time, with an issue price of 30.73 yuan per share. The total amount of funds raised was 921900000.00 yuan. After deducting the issuance expenses excluding tax of 93730018.80 yuan, the net amount of funds actually raised was 828169981.20 yuan. Tianzhi International Certified Public Accountants (special general partnership) verified the availability of funds for the company’s initial public offering of shares, and issued the capital verification report (Tianzhi Zi [2021] No. 44951) on December 6, 2021. The company has carried out special account storage and management of the raised funds in accordance with the regulations, deposited all the raised funds in the special account for the raised funds after they were received, and signed the tripartite supervision agreement for the raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Use plan of raised funds and cash management purpose
According to the prospectus on the company’s initial public offering and listing on the gem (hereinafter referred to as the “prospectus”) and the actual funds raised by the company, the purposes of the funds raised by the company are as follows:
No. project content total investment amount of the project proposed to use raised funds (10000 yuan) investment amount (10000 yuan)
1. The R & D Center for biodegradable materials and products will be built at 10023.0010023.00
2. Construction project of biodegradable material products and high 26604.0026604.00 end plastic products production line in Shupu plant area
3. Supplementary working capital 10000.0010000.00
Total 46627.0046627.00
Given that the construction of projects invested with raised funds needs a certain period, some of the raised funds will be idle in the short term. In order to improve the use efficiency of the company’s funds, on the premise of not affecting the construction of investment projects with raised funds and the normal operation of the company, the company plans to make rational use of some idle raised funds (including over raised funds) for cash management, so as to increase capital income and obtain returns for the company and shareholders.
3、 Basic information of cash management using idle raised funds (including over raised funds) this time
(i) Investment quota and term
The company plans to use some idle raised funds (including over raised funds) of no more than RMB 550 million for cash management. The above amount of funds can be recycled and used within 12 months from the date of deliberation and approval by the general meeting of shareholders.
（2） Investment varieties
The company will strictly control risks in accordance with relevant regulations, strictly evaluate investment products, and invest the above funds in products with high safety, good liquidity and investment period of no more than 12 months. Such cash management 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. If a special settlement account for products is opened or cancelled, the company will report to Shenzhen stock exchange for filing and announcement.
（3） Investment decision and Implementation
After the deliberation and approval of the general meeting of shareholders of the company, authorize the chairman or his designated authorized object to sign relevant contract documents within the above limit, and be responsible for handling matters related to the company’s cash management with idle raised funds (including over raised funds). The specific matters shall be organized and implemented by the Finance Department of the company.
（4） Information disclosure
The company will timely fulfill the obligation of information disclosure in accordance 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 guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant requirements.
（5） Validity of resolution
It shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
4、 Investment risk and risk control measures
(i) Investment risk
Although the products invested by the company with idle raised funds (including over raised funds) are products with high safety, good liquidity and investment period of no more than 12 months, and the investment products shall not be pledged, which belong to low-risk investment products. However, the financial market is greatly affected by the macro-economy. The company will intervene appropriately and timely according to the economic situation and changes in the financial market, but the risk that the investment will be affected by market fluctuations and lead to unexpected actual income is not ruled out.
（2） Risk control measures
1. The company will strictly abide by the principle of prudent investment and choose low-risk investment varieties. It shall not be used for other securities investment, and shall not purchase bank financial products with stocks and their derivatives and unsecured bonds as the investment object.
2. The Finance Department of the company will timely analyze and track the investment direction of financial products. During the financing period of the above financial products, the company will maintain close contact with relevant financial institutions, timely track the operation of financial funds, strengthen risk control and supervision, and strictly control the safety of funds.
3. The Audit Department of the company shall conduct daily supervision on the use and custody of financial funds, and regularly audit and verify the use of financial funds.
4. The board of supervisors and independent directors of the company have the right to supervise and verify the use of funds, and can hire professional institutions to audit when necessary.
5. The company will timely disclose relevant information in accordance with the relevant provisions of Shenzhen Stock Exchange. 5、 Impact of this cash management event on the company
The company’s use of some idle raised funds (including over raised funds) for cash management is carried out on the premise of ensuring that it will not affect the normal operation of the company and the normal progress of the investment plan of raised funds, will not affect the construction of the company’s investment projects and the normal development of its main business, and will not change the purpose of raised funds in a disguised manner, There are no circumstances damaging the interests of the company and shareholders. Through appropriate and timely cash management of some idle raised funds (including over raised funds), the company can improve the use efficiency of funds and obtain more investment returns for the company and shareholders.
6、 Review procedure
On January 5, 2022, the company held the first interim meeting of the board of directors and the fourth meeting of the second board of supervisors in 2022, and deliberated and adopted the proposal on cash management with idle raised funds (including over raised funds). On the premise of ensuring that the construction of investment projects with raised funds, the normal operation of the company and the safety of funds are not affected, It is agreed that the company shall use the idle raised funds (including over raised funds) with a limit of no more than 550 million yuan for cash management. The validity period of cash management shall be effective within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Within the above limit and term, it can be recycled and used. All independent directors of the company have expressed their independent opinions on this proposal. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 Opinions of the sponsor
After verification, the sponsor believes that Jialian technology’s use of idle raised funds (including over raised funds) of no more than 550 million yuan for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and all independent directors of the company have issued independent opinions with explicit consent, which need to be submitted to the general meeting of shareholders for deliberation, Comply with the provisions 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, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, and there is no situation of changing the use purpose of raised funds in a disguised manner, It will not affect the normal implementation of the investment project with 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, Jialian technology uses idle raised funds (including over raised funds) for cash management, which 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 all shareholders.
In conclusion, the sponsor has no objection to the cash management of Jialian technology using some idle raised funds (including over raised funds). (no text below)
