Zhongshan Securities Co., Ltd
About Shenzhen Crastal Technology Co.Ltd(300824)
Verification opinions on cash management using some idle raised funds and self owned funds
Zhongshan Securities Co., Ltd. (hereinafter referred to as "sponsor" and "Zhongshan securities") as a sponsor of Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as " Shenzhen Crastal Technology Co.Ltd(300824) " and "the company") for initial public offering of shares and listing on the gem, in accordance with the administrative measures for 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 (revised in 2022) (CSRC announcement [2012] No. 44), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, listing rules of GEM stocks of Shenzhen stock exchange and other relevant provisions, The matters that Shenzhen Crastal Technology Co.Ltd(300824) plans to use part of idle raised funds and self owned funds for cash management have been carefully verified. The details of the verification are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Shenzhen Crastal Technology Co.Ltd(300824) initial public offering of shares (zjxk [2020] No. 591) of China Securities Regulatory Commission, Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as "the company") issued 54350000 RMB ordinary shares (A shares) in initial public offering, with a par value of 1.00 yuan per share, an issue price of 5.91 yuan per share, and a total amount of raised funds of 321208500 yuan, After deducting the issuance expenses of RMB 394281 million, the net amount of funds actually raised was RMB 2817804 million. The raised funds were transferred to the designated account of the company on June 16, 2020. ShineWing Certified Public Accountants (special general partnership) verified the availability of the raised funds and issued the capital verification report of Shenzhen Crastal Technology Co.Ltd(300824) public offering of shares (xyzh / 2020sza30210).
According to the company's prospectus on Shenzhen Crastal Technology Co.Ltd(300824) initial public offering and listing on GEM, the specific investment projects of the raised funds are as follows:
Unit: 10000 yuan
No. project name project total investment raised capital investment
1 kitchen small power expansion project 12322081090898
2. Construction of offline marketing network for small electric appliances in quality living kitchen 829150225273 project
3. Construction of R & D and Design Center for small electric appliances in quality living kitchen 507633507633
4 quality life kitchen small wire marketing network and brand building project 994000994000
Total 35629912817804
The construction of projects invested with raised funds needs a certain period. At present, the company is orderly promoting the construction of investment projects with raised funds in accordance with the use plan of raised funds. According to the construction progress of the project invested by the raised funds, some of the raised funds will be idle in the short term.
2、 Use of raised funds
In order to regulate the management and use of raised funds and protect the interests of investors, the company has opened a special account for raised funds for storage in accordance with the provisions of the Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 - standardized operation of GEM listed companies and the company's raised funds management system. As of December 31, 2021, the fund balance of raised investment projects is RMB 831812 million (including interest).
3、 Basic information of the company's cash management with idle raised funds and self owned funds
(I) purpose of cash management
In order to improve the use efficiency of the company's funds, under the condition of not affecting the normal operation of the company, the construction progress of investment projects with raised funds and ensuring the safety of funds, the rational use of some idle raised funds for cash management can increase the company's capital income and obtain better investment return for the company and shareholders.
(II) amount and term
The company plans to use idle self owned funds of no more than RMB 500 million (including RMB 500 million, the same below) and some idle raised funds of no more than RMB 70 million for cash management. The service life is valid from the date of deliberation and approval of the annual general meeting of shareholders of the company to the date of holding the next annual general meeting of shareholders. It can be recycled and used within the above limit and term.
(III) investment varieties
The company will evaluate and select investment products with good liquidity, high security and a term of no more than 12 months 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 (revised in 2022) and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2.
(IV) implementation mode
After the above matters are deliberated and approved by the board of directors and the general meeting of shareholders, the board of directors of the company authorizes the general manager and the person in charge of finance to exercise the investment decision-making power, which shall be organized and implemented by the Finance Department of the company. (V) income distribution mode
The income belongs to the company.
(VI) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with relevant requirements such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022).
4、 Investment risk and risk control measures
(I) investment risk
1. Although the investment products with high security have been strictly evaluated, the financial market is greatly affected by the macro-economy, so 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;
3. Operation and monitoring risks of relevant staff.
(II) risk control measures
1. Strictly select investment objects and select products issued by subjects with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability;
2. The Finance Department of the company will establish an investment account and will analyze and track the changes in the net value of products in real time. If the evaluation finds that there are risk factors that may affect the safety of the company's funds, it will take corresponding measures in time to control the investment risk;
3. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds;
4. The internal audit department of the company shall conduct daily supervision on the use of funds, conduct comprehensive inspection on all financial products and projects on a regular basis, and reasonably predict the possible gains and losses of various investments according to the principle of prudence; 5. The company will timely perform the obligation of information disclosure in accordance with relevant regulations.
5、 Impact on the daily operation of the company
The company insists on standardizing operation, maintaining and increasing value and preventing risks. Without affecting the normal operation of the company, the construction progress of the investment projects with raised funds and ensuring the safety of funds, the company uses some idle raised funds for cash management, which will not affect the daily operation of the company and the normal development of the investment projects with raised funds, and there is no situation of changing the purpose of the raised funds in a disguised form. Through appropriate cash management, the company improves the efficiency of capital use, increases the company's capital income, and obtains better return on investment for the company and its shareholders.
6、 Relevant review procedures for implementation
The company's use of some idle raised funds and self owned funds for cash management has been deliberated and approved at the 20th meeting of the third board of directors and the 18th meeting of the third board of supervisors. All independent directors of the company have expressed independent opinions on the matter, and the proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
Shenzhen Crastal Technology Co.Ltd(300824) 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 of the company. The independent directors have expressed their explicit consent and fulfilled the necessary approval procedures, which need to be submitted to the general meeting of shareholders of the company for deliberation; The company's use of some idle raised funds and idle self owned funds for cash management this time complies with the articles of association and the Listing Rules of Shenzhen Stock Exchange gem Relevant provisions such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) do not change the use of raised funds in a disguised manner and do not affect the normal progress of the investment plan of raised funds.
In conclusion, the recommendation institution agrees that the company will use some idle raised funds and its own funds for cash management. (there is no text on this page, which is the signature page of the verification opinions of Zhongshan Securities Co., Ltd. on Shenzhen Crastal Technology Co.Ltd(300824) using some idle raised funds and self owned funds for cash management)
Sponsor representative:
Chen Xiande Wan Yunfeng
Zhongshan Securities Co., Ltd. March 23, 2022
