Minsheng Securities Co., Ltd
About Quakesafe Technologies Co.Ltd(300767)
Verification opinions on cash management using part of idle raised funds and idle self owned funds Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” or “sponsor”) is the sponsor of Quakesafe Technologies Co.Ltd(300767) (hereinafter referred to as ” Quakesafe Technologies Co.Ltd(300767) ” or “company”) for the initial public offering of shares, listing on GEM and issuing convertible corporate bonds to unspecified objects, 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 GEM stocks of Shenzhen Stock Exchange, the guidelines for the self regulatory supervision of listed companies of Shenzhen stock exchange No. 2 – standardized operation of GEM listed companies and other relevant provisions, The cash management of Quakesafe Technologies Co.Ltd(300767) using part of idle raised funds and idle self owned funds was checked. The details are as follows:
1、 Basic information of raised funds
Approved by the reply on Approving the initial public offering of Yunnan Zhen’an Damping Technology Co., Ltd. (zjxk [2019] No. 287) of China Securities Regulatory Commission and the notice on the listing of RMB common shares of Yunnan Zhen’an Damping Technology Co., Ltd. on the gem (SZS [2019] No. 153) issued by Shenzhen Stock exchange, In March 2019, Quakesafe Technologies Co.Ltd(300767) (formerly known as “Yunnan Zhen’an shock absorption technology Co., Ltd.”) made an initial public offering of 20 million RMB common shares (A shares) at an issue price of 19.19 yuan, raising a total of 383.8 million yuan. After deducting the relevant issuance expenses of 67.732 million yuan, the net amount of funds actually raised was 316068 million yuan. ShineWing Certified Public Accountants (special general partnership) has verified the capital availability of the company’s initial public offering on March 20, 2019 and issued the capital verification report “xyzh / 2019kma30122”. With the approval of China Securities Regulatory Commission on Approving the registration of Quakesafe Technologies Co.Ltd(300767) issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 199), and with the consent of Shenzhen Stock Exchange, the total amount of funds raised by the company in issuing convertible corporate bonds to unspecified objects in March 2021 was RMB 285 million, After deducting the issuance expenses of 5.0211 million yuan, the net amount of funds actually raised was 279798900 yuan. The above raised funds have been fully paid on March 18, 2021, and it is believed that
2、 Use of raised funds and idle reasons
According to the prospectus of Yunnan Zhenan shock absorption technology Co., Ltd. for initial public offering and listing on the gem, the announcement on changing the purpose of raised funds (Announcement No.: 2019039) and the prospectus of Quakesafe Technologies Co.Ltd(300767) issuing convertible corporate bonds to unspecified objects disclosed on March 10, 2021, the funds raised by the company are intended to invest in the following projects:
Unit: 10000 yuan
Project investment planned investment raised serial number raised fund source raised fund investment project name
Total fund amount
Technical transformation of production line of vibration reduction and isolation products for initial public offering 674537466984 1
34900112693696 new intelligent vibration reduction and isolation product equipment manufacturing base project
To unspecified objects
New intelligent shock absorption and isolation products and equipment manufacturing base
2. Issue convertible corporate 30 China Vanke Co.Ltd(000002) 812264 project
Corporate bonds
Total 71645485972944
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 a certain period of time at this stage.
3、 Basic information of cash management using some idle funds this time
(I) purpose of cash management
In order to further improve the use efficiency of raised funds and self owned funds, on the premise of ensuring that the normal operation of the company is not affected, the company plans to use idle raised funds and self owned funds for cash management in combination with the actual operation, so as to better maintain and increase the value of the company’s funds.
(II) investment quota and term
According to the company’s current use of funds, the construction progress of investment projects with raised funds and considering maintaining sufficient liquidity, the company plans to use idle raised funds of no more than RMB 100 million for cash management to purchase investment products with high safety and good liquidity; It is proposed to use idle self owned funds up to RMB 100 million to purchase financial products with high security and good liquidity. The above idle capital investment quota can be recycled and used within 12 months from the date of deliberation and approval by the company’s board of directors. let … lie idle
(III) variety and scope of investment products
The company will strictly control risks and strictly evaluate investment products in accordance with relevant regulations. The planned investment products are investment products with investment period less than 12 months (including), high security and good liquidity (including but not limited to structural deposits, agreed deposits, call deposits, time deposits, large certificates of deposit, income certificates, etc.), and such cash management products shall not be used for pledge and guarantee.
(IV) validity period of investment resolution
Valid within 12 months from the date of deliberation and approval by the board of directors.
(V) income distribution mode
The income belongs to the company.
(VI) approval and Implementation
The use of some idle raised funds and idle self owned funds for cash management will be implemented within 12 months from the date of deliberation and approval by the company’s board of directors. If the approval period is exceeded or adjustments related to this decision occur, the decision-making procedures and information disclosure obligations shall be performed again as required.
The chairman of the board of directors is authorized to exercise the right of investment decision within the limit and term of the above idle capital investment products, and the financial person in charge of the company shall handle relevant matters. The company’s investment products shall not be pledged, and the special product settlement account shall not be used for other purposes. If the special product settlement account is opened or cancelled, the company shall timely report to Shenzhen stock exchange for filing and announcement.
(VII) information disclosure
The company will follow 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 guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions According to the relevant requirements of gem information disclosure business Memorandum No. 1 – use of over raised funds and idle raised funds, the specific conditions of investment products shall be disclosed in time.
(VIII) description of association relationship
The company plans to purchase financial products from financial institutions without related relationship. This time, the use of some idle raised funds and idle self owned funds for cash management does not constitute related party transactions.
4、 Investment risk analysis and risk control measures
(I) investment risk
The company gives priority to the purchase of financial products with high security and good liquidity, but the financial market is greatly affected by macroeconomic and market fluctuations. It does not rule out that the actual income of investment products is affected by macroeconomic and market fluctuations. 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. The company will strictly abide by the principle of prudent investment, select low-risk investment varieties with high safety and good liquidity, and shall not be used for high-risk investment such as securities investment, and do not buy bank financial products with stocks, derivatives and unsecured bonds as the investment object;
2. The finance department, audit department and Securities Department of the company shall conduct prior audit and risk assessment, pay attention to the situation of investment products in time, and analyze the investment direction of financial products and project progress. If the assessment finds that there are risk factors that may affect the safety of the company’s funds, corresponding measures will be taken in time to control investment risks.
3. The Audit Department of the company is responsible for auditing and supervising the fund use and custody of investment products, and conducting comprehensive inspection on all investment product projects on a regular basis;
4. The independent directors and the board of supervisors of the company have the right to conduct regular or irregular inspection on the situation of investment products, and can hire professional institutions to audit when necessary.
5. According to the regulations of Shenzhen Stock Exchange and the articles of association of the company, the company will timely perform the obligations of cash disclosure and relevant information management in accordance with the provisions of Shenzhen Stock Exchange.
5、 Impact on the daily operation of the company
On the premise of ensuring the normal operation of the company, the normal promotion of the investment projects with raised funds, the capital demand and capital safety, the company uses some idle raised funds and idle self owned funds for cash management, adheres to standardized operation, value preservation and appreciation, and prevents risks. There is no situation of changing the purpose of the raised funds in a disguised manner, which will not affect the normal production and operation of the company and the construction of the investment projects with raised funds, At the same time, appropriate cash management can improve the efficiency of capital use and obtain a good return on investment for the company and shareholders.
6、 Procedures for cash management using some idle funds this time
(I) deliberations of the board of directors
On March 17, 2022, the 13th meeting of the third board of directors of the company deliberated and approved the proposal on using some idle raised funds and idle self owned funds for cash management, which agreed that in order to improve the use efficiency of temporarily idle raised funds and the company’s self owned funds, make rational use of idle funds and obtain better investment returns for the company’s shareholders, It is agreed to conduct cash management on idle raised funds and self owned funds in accordance with relevant laws and regulations such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, on the premise of ensuring the normal operation of the company and the capital demand and capital safety of raised projects.
(II) opinions of independent directors
At present, the company is operating well. On the premise of ensuring the normal operation of the company and the capital demand and capital safety of the investment projects with raised funds, the use of some idle funds for cash management. The purchase of financial products with high safety and good liquidity is not a venture capital, which is conducive to improving the use efficiency of the company’s funds, increasing the income of the company’s cash assets, and will not affect the use of funds in daily operation, It will not affect the normal progress of the investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised form, which is in line with the interests of the company and the provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the company’s management system for raised funds, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. On the basis of entrustment, it will help the company to fully use its own funds and improve the efficiency of entrusted financial management. The use of the above funds will not adversely affect the company’s business activities and is in the interests of the company and all shareholders. We agree that the company will use idle raised funds and idle self owned funds for cash management within the approved limit.
(III) deliberation of the board of supervisors
On March 17, 2022, the 10th meeting of the third board of supervisors of the company deliberated and approved the proposal on using some idle raised funds and idle self owned funds for cash management: after deliberation, all supervisors agreed that in order to improve the use efficiency of temporarily idle raised funds and the company’s self owned funds, make rational use of idle funds and obtain better investment returns for the company’s shareholders, It is agreed that the company, on the premise of ensuring the normal operation of the company and the capital demand and capital safety of raised investment projects, shall carry out cash management of idle raised funds and self owned funds in accordance with relevant laws and regulations such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
7、 Verification opinions of the recommendation institution
The sponsor Minsheng securities checked the company’s use of some idle raised funds and idle self owned funds for cash management, and the verification opinions are as follows:
The company’s use of some idle raised funds and idle self owned funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have expressed their independent opinions and fulfilled the necessary internal decision-making procedures, which is in line with the Listing Rules of GEM stocks of Shenzhen Stock Exchange Relevant provisions such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies. The company’s use of some idle raised funds and idle self owned funds for cash management this time is conducive to improving the efficiency of fund use, reducing the company’s financial expenses and improving the company’s operating efficiency. There is no situation of changing the use of raised funds in a disguised manner, does not affect the construction of investment projects and the use of raised funds, does not affect the normal operation of the company, and is in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
To sum up, Minsheng securities agrees that the company uses some idle raised funds and idle self owned funds for cash management.
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