China Securities Co.Ltd(601066)
About Shenzhen Topband Co.Ltd(002139) using some idle raised funds
Verification opinions on cash management with self owned funds
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” and “sponsor”) as the sponsor of Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as ” Shenzhen Topband Co.Ltd(002139) ” and “company”) non-public issuance of A-share shares, the company continuously supervised and recommended the issuance of A-share shares in accordance with the measures for 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 of listed companies, and the stock listing rules of Shenzhen Stock Exchange In accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the cash management matters of Shenzhen Topband Co.Ltd(002139) using some idle raised funds and self owned funds are verified. The verification results are as follows:
1、 Basic information of raised funds
(I) convertible corporate bonds in 2019
With the approval of the reply on approving Shenzhen Topband Co.Ltd(002139) public issuance of convertible corporate bonds (zjxk [2018] No. 1842) issued by the China Securities Regulatory Commission, the company publicly issued 5.73 million convertible corporate bonds, each with a face value of RMB 100 and a total amount of RMB 573000000. After deducting the issuance expenses, the net amount of funds actually raised was RMB 56543650942. All the above-mentioned raised funds were in place on March 13, 2019. Ruihua Certified Public Accountants (special general partnership) verified their availability and issued the capital verification report “Ruihua Yan Zi [2019] No. 48270001”. After deducting the issuance expenses, the raised funds will be used for the raised investment project of “Tuobang East China operation center”. (II) non public offering of shares in 2021
With the approval of the reply on the approval of Shenzhen Topband Co.Ltd(002139) non-public Development Bank shares (zjxk [2020] No. 1865) issued by the China Securities Regulatory Commission, Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as “the company”) non publicly issued 92105263 RMB ordinary shares to specific objects, with a par value of 1 yuan per share, an issue price of 11.40 yuan per share and a total raised capital of 104999998202 yuan, After deducting the expenses related to the issuance of RMB 1315292949 (excluding tax), the net amount of the actually available raised funds is RMB 103684706871. The above raised funds have been transferred to the special account for raised funds of the company on May 10, 2021. Tianzhi International Certified Public Accountants (special general partnership) verified the availability of funds raised by the company’s non-public offering of shares, and issued the capital verification report of “Tian Ye Ye Zi [2021] No. 29460”. After deducting the issuance expenses, the raised funds will be used for “Tuobang Huizhou second industrial park project” and “supplementary working capital”.
The 18th (Interim) meeting of the seventh board of directors, the 15th (Interim) meeting of the seventh board of supervisors and the first extraordinary general meeting of shareholders in 2022 deliberated and approved the proposal on changing the implementation mode, implementation subject and implementation location of some raised capital investment projects, and adjusted the implementation mode and location of lithium battery project in “Tuobang Huizhou second industrial park project” of the raised capital investment projects of listed companies Implementation subject and location. After this change, the company will transfer the raised funds to the bank account of Nantong Tuobang by paying in the registered capital of the wholly-owned subsidiary Nantong Tuobang Youneng Technology Co., Ltd. (hereinafter referred to as “Nantong Tuobang”), and Nantong Tuobang will store the raised funds in a special account for the first phase of phase I project of Nantong Industrial Park.
The company has deposited the above raised funds in the special account and signed a supervision agreement with the sponsor and the commercial bank storing the raised funds.
2、 Basic information on cash management of idle raised funds and self owned funds
(I) investment purpose
In order to improve the use efficiency of some idle raised funds and self owned funds of the company and make rational use of idle raised funds and self owned funds, the company plans to use some idle raised funds and self owned funds to purchase in time without affecting the normal operation of the company Investment products with good liquidity (including but not limited to principal guaranteed financial products, structured deposits, call deposits, time deposits, large certificates of deposit, agreed deposits, fixed income certificates, etc.).
(II) investment quota
If no more than 100 million yuan of idle raised funds and no more than 600 million yuan of self owned funds are used for cash management, the funds can be used on a rolling basis within the above limit.
(III) investment period
It shall be valid within one year from the date of deliberation and approval of this board of directors.
(IV) investment varieties
In order to control risks, the investment varieties are low-risk, short-term (no more than one year) investment products (including but not limited to principal guaranteed financial products, structured deposits, call deposits, time deposits, large certificates of deposit, agreed deposits, fixed income certificates, etc.), excluding bank financial products invested by banks and other financial institutions with stocks, interest rates, exchange rates and their derivatives. This purchase of investment products does not constitute a connected transaction.
(V) information disclosure
The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
3、 Investment risk analysis and control measures
(I) investment risk
The products to be purchased by cash management this time belong to low-risk and short-term (no more than one year) investment products, but they are mainly affected by changes in macro policies such as monetary policy, fiscal policy and industrial policy and relevant laws, regulations and policies. It is not excluded that the investment is affected by market fluctuations and there are certain systemic risks.
(II) risk control measures
1. The Finance Department of the company will timely analyze and track the investment direction and progress of investment products of financial institutions. Once it is found that there are risk factors that may affect the safety of the company’s funds, it will timely take preservation measures to control investment risks.
2. The internal audit department of the company is responsible for auditing and supervising the use and custody of funds and reporting to the audit committee of the board of directors.
3. The company’s independent directors and the board of supervisors have the right to conduct regular or irregular inspection on the situation of their investment products, and can hire professional institutions to audit when necessary.
4. The company will disclose the investment and profit and loss of investment products of financial institutions during the reporting period in accordance with the relevant provisions of Shenzhen Stock Exchange.
The company’s cash management with idle raised funds and self owned funds will not affect its investment projects with raised funds and the normal operation of the company, the normal capital turnover and needs of the company, and the normal development of its main business. Moderate investment in low-risk products can improve the use efficiency of the company’s idle funds and self owned funds, obtain certain investment returns, seek more investment returns for the company and shareholders, and further improve the overall performance level of the company, which is in line with the interests of the company and all its shareholders.
5、 Relevant review procedures and verification opinions
(I) deliberations of the board of directors and the board of supervisors
The 21st Meeting of the 7th board of directors and the 17th meeting of the 7th board of supervisors held on March 8, 2022 deliberated and approved the proposal on using some idle raised funds and self owned funds for cash management, and agreed that the company and its subsidiaries use idle raised funds of no more than RMB 100 million and self owned funds of no more than RMB 600 million for cash management for the purchase of low-risk Short term (no more than one year) investment products (including but not limited to principal guaranteed financial products, structured deposits, call deposits, time deposits, large certificates of deposit, agreed deposits, fixed income certificates, etc.) within the limit, the funds can be used on a rolling basis. The service life shall not exceed 12 months from the date of adoption by the board of directors.
(II) opinions of independent directors
The independent directors believe that the decision-making procedures for the company to use some idle raised funds and idle self owned funds for cash management comply with the relevant 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 of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and the company’s measures for the management of raised funds. Under the condition of ensuring that the company’s investment projects with raised funds and the company’s normal operation are not affected, the company uses idle raised funds of no more than 100 million yuan and its own funds of no more than 600 million yuan to buy principal guaranteed bank financial products with high safety and good liquidity, which is conducive to improving the use efficiency of short-term idle raised funds and its own funds, obtaining certain investment income, and there is no behavior of changing the purpose of raised funds in disguise, It will not affect the construction and use of the raised funds, nor affect the normal operation of the company, which is in line with the interests of the company and all shareholders. 6、 Verification opinions of the recommendation institution
China Securities Co.Ltd(601066) by reviewing the relevant documents of Shenzhen Topband Co.Ltd(002139) using some idle raised funds and self owned funds for cash management, consulting the proposal documents and resolutions of the board of directors and the board of supervisors on using some idle raised funds and self owned funds for cash management, the opinions of independent directors and other relevant materials, and interviewing Shenzhen Topband Co.Ltd(002139) relevant personnel, Checked the rationality and necessity of Shenzhen Topband Co.Ltd(002139) using some idle raised funds and self owned funds for cash management.
Upon verification, China Securities Co.Ltd(601066) believes that:
1. Shenzhen Topband Co.Ltd(002139) the use of some idle raised funds and self owned funds for cash management has been deliberated and approved by the board of directors and the board of supervisors. All independent directors have expressed their independent opinions with explicit consent and performed the necessary legal procedures.
2. Shenzhen Topband Co.Ltd(002139) this use of some idle raised funds and self owned funds for cash management complies with the relevant 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 and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and there is no change in the use purpose of raised funds in a disguised form, Nor does it affect the normal operation of the investment plan of raised funds and there is no damage to the interests of shareholders. (no text below)
(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) opinions on Shenzhen Topband Co.Ltd(002139) using some idle raised funds and self owned funds for cash management)
Sponsor representative:
Xu Chao, Zhu Mingqiang
China Securities Co.Ltd(601066) March 22, 2022
