Bohai Securities Co., Ltd
Verification opinions on Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) using some temporarily idle raised funds and self owned funds for cash management
Bohai Securities Co., Ltd. (hereinafter referred to as “Bohai Securities” or “recommendation institution”) is the recommendation and continuous supervision institution of Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) (hereinafter referred to as “company” or ” Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) “) for initial public offering and listing on GEM, In accordance with the provisions of relevant laws, regulations and normative documents such as 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 self regulatory guidance for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, The cash management matters of Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) using some temporarily idle raised funds (including over raised funds) and self owned funds for cash management were carefully verified. The verification results are as follows:
1、 Basic information of raised funds
With the consent of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2021] No. 2361, the company issued 20 million RMB common shares (A shares) for the first time, with a par value of RMB 1.00 per share and an issue price of 98.80 yuan / share. The total amount of funds raised was 1976 million yuan. After deducting the issuance expenses, the net amount of funds raised by the company was 1895270200 yuan. The funds raised by the company have been received on August 24, 2021, verified by Zhongxi Certified Public Accountants (special general partnership) and issued the capital verification report (Zhongxi Yan Zi [2021] No. 00082).
The company has deposited the above-mentioned raised funds in the special account for raised funds, and signed the supervision agreement for raised funds with the sponsor and the relevant banks storing the raised funds to manage the deposit and use of the raised funds.
2、 Investment projects with raised funds
According to the prospectus of Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) initial public offering and listing on GEM, the specific investments of the funds raised from this public offering after deducting the issuance expenses are as follows:
Unit: 10000 yuan
No. project name total investment of the project and investment amount of raised funds
1 Huangshi Xinbo Technology Co., Ltd. electronic product glass anti 150 Ping An Bank Co.Ltd(000001) 5000000
No. project name total investment of the project and investment amount of raised funds
Protective screen construction project (glass product project)
2. Supplementary working capital 3000000
Total 180 Ping An Bank Co.Ltd(000001) 8000000
The net amount of funds actually raised by the company’s initial public offering of shares was 1895270200 yuan. After deducting the fund demand of the above-mentioned investment projects, the excess raised funds were 952702 million yuan.
At present, the company is orderly promoting the construction of investment projects with raised funds according to the use of raised funds. According to the actual construction progress of the project invested with raised funds, some of the raised funds (including over raised funds) will be idle in the short term. On the premise of not affecting the construction of investment projects with raised funds and the normal operation of the company, the company will make rational use of idle raised funds for cash management and improve the use efficiency of raised funds.
3、 The use of idle raised funds and self owned funds for cash management this time
(I) investment purpose
In order to improve the use efficiency of the company’s funds and make rational use of idle funds, the company and its subsidiaries plan to use idle raised funds (including over raised funds) and their own funds for cash management without affecting the normal operation of the company and the construction of investment projects with raised funds, so as to increase capital income and seek better investment return for the company and shareholders.
(II) investment varieties
1. Products to be used for cash management with some temporarily idle raised funds
(1) Structured deposits, certificates of deposit and other principal guaranteed products with high security;
(2) Good liquidity, which will not affect the normal progress of the investment project with raised funds;
(3) The investment period shall not exceed 12 months;
(4) Investment products shall not be pledged, and the special product settlement account (if applicable) shall not deposit non raised funds or be used for other purposes. If the special product settlement account is opened or cancelled, the company will timely submit it to Shenzhen stock exchange for filing and announcement.
2. Products to be used for cash management with self owned funds
The company’s cash management products using its own funds are cash management products with good liquidity, high security and controllable risk.
The above related product varieties do not involve high-risk investments such as securities investment and derivatives trading stipulated in the guidelines for self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. (III) investment amount and term
The company (including subsidiaries) plans to use some temporarily idle raised funds of no more than RMB 90 million (including this amount) and its own funds of no more than RMB 45 million (including this amount) for cash management. The validity period is valid within 12 months from the date of deliberation and approval by the board of directors of the company. Within the above limit and validity period, the funds can be recycled and used in a rolling manner. After the cash management of idle raised funds expires, it will be returned to the special account for raised funds in time. (IV) implementation mode
Within the validity period and limit, authorize the management to make investment decisions, including but not limited to: selecting qualified products, clarifying the investment amount, investment period, negotiating and communicating contracts or agreements, etc; Within the scope of the above investment quota, the chairman is authorized to sign relevant contract documents, and the financial department of the company is responsible for the organization, implementation and management. The authorization shall be valid within 12 months from the date of deliberation and approval by the board of directors of the company.
(V) distribution of cash management income
The proceeds obtained from the company’s use of some idle raised funds for cash management will be managed and used in strict accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on the regulatory measures for raised funds.
(VI) information disclosure
The company will do a good job of information disclosure in accordance with the relevant requirements of 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, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
(VII) description of association relationship
The company plans to purchase relevant products from financial institutions that do not have a related relationship. The use of some temporarily idle raised funds and self owned funds for cash management will not constitute a related party transaction.
4、 Investment risk and risk control measures
(I) investment risk
1. Although the company plans to use part of the temporarily idle raised funds and its own funds for cash management, and the investment products purchased have high safety and good liquidity, and have been strictly evaluated, the financial market is greatly affected by the macro economy. The company will intervene in a timely and appropriate amount according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations, and the actual income of short-term investment is unpredictable.
2. Operation and monitoring risks of relevant staff.
(II) in view of the above investment risks, the company plans to take the following measures:
1. When the company uses some temporarily idle raised funds and its own funds to purchase investment products, it will choose investment products with high safety and good liquidity, and clarify the amount, variety and term of investment products, as well as the rights, obligations and legal liabilities of both parties. 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 check the account balance with the bank, do a good job in financial accounting, timely analyze and track the investment direction of products, maintain close contact with relevant financial institutions during the above investment products, timely track the operation of funds, strengthen risk control and supervision, and strictly control the safety of funds. Once it is found that there are risk factors that may affect the safety of the company’s funds, preservation measures will be taken in time to control the investment risk.
3. The company’s internal audit department is responsible for auditing and supervising the company’s investment products and custody, and regularly conducting internal audit on the use and custody of idle raised funds and self owned funds.
4. The board of supervisors and independent directors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
5. The company will timely perform the obligation of information disclosure in strict accordance with laws and regulations and relevant provisions of normative documents of Shenzhen Stock Exchange.
5、 Impact on the daily operation of the company
Based on the principles of standardized operation, risk prevention, prudent investment, value preservation and appreciation, the company uses some idle raised funds and its own funds for cash management, which is carried out under the condition of ensuring that the construction of investment projects with raised funds, the normal operation of the company and the safety of funds will not be affected, the normal operation of the company’s daily operation and the construction of projects with raised funds will not be affected, and the purpose of raised funds will not be changed in a disguised manner. Through appropriate cash management, we can effectively improve the efficiency of capital use, obtain certain investment benefits, and seek more return on investment for the company and shareholders.
6、 Review procedures and special opinions for implementation
(I) deliberations of the board of directors
On March 23, 2022, the company held the 14th meeting of the second board of directors, deliberated and approved the proposal on using some temporarily idle raised funds and self owned funds for cash management. After deliberation, the board of directors agreed that the company and its subsidiaries would not affect the construction of raised investment projects, normal production and operation and ensure the safety of funds, Use the temporarily idle raised funds of no more than RMB 90 million (including this amount) and the self owned funds of no more than RMB 45 million (including this amount) for cash management. Within the 12-month term of validity of the aforesaid revolving fund approved by the board of directors.
(II) deliberation of the board of supervisors
On March 23, 2022, the company held the 8th meeting of the 2nd board of supervisors, which deliberated and approved the proposal on using part of the temporarily idle raised funds and self owned funds for cash management. The board of supervisors held that the company and its subsidiaries use the temporarily idle raised funds of no more than RMB 90 million (including this amount) and the self owned funds of no more than RMB 45 million (including this amount) for cash management, It is conducive to improve the use efficiency of idle funds and obtain certain investment income, which is in line with the interests of the company and all shareholders. There is no situation of changing the purpose of raised funds in a disguised form.
(III) opinions of independent directors
The independent directors believe that on the premise of ensuring the construction of the raised funds project and the normal operation of the company, the company makes rational use of some idle raised funds and its own funds for cash management in combination with the implementation progress of the raised investment project, which will help to improve the fund use efficiency and income of the company. No. 2 guideline of Shenzhen Stock Exchange – self regulatory procedures for the use of funds raised by listed companies listed on the gem does not meet the regulatory requirements of Shenzhen Stock Exchange No. 2, It will not affect the promotion of investment projects with raised funds and the normal operation of the company.
All independent directors unanimously agree that the company and its subsidiaries use the temporarily idle raised funds of no more than RMB 900 million (including this amount) and their own funds of no more than RMB 45 million (including this amount) for cash management. The validity period of the above quota is valid within 12 months from the date of deliberation and approval by the board of directors. Within the scope of the above quota and period, the funds can be recycled and used on a rolling basis.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of some temporarily idle raised funds and its own funds for cash management has been deliberated and adopted at the 14th meeting of the second board of directors and the 8th meeting of the second board of supervisors, and the independent directors have expressed their consent, performed the necessary legal procedures and complied with the provisions of relevant laws, regulations and exchange rules. The company’s use of some temporarily idle raised funds and its own funds for cash management complies 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 and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, It will not affect the normal progress of the investment plan of the raised funds and is in line with the interests of the company and all shareholders.
In conclusion, the recommendation institution has no objection to the company’s use of some temporarily idle raised funds and its own funds for cash management. (no text below)
(there is no text on this page, which is the signature page of the verification opinions of Bohai Securities Co., Ltd. on Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) using some temporarily idle raised funds and self owned funds for cash management) sponsor representative:
Dong Xiangzheng Fengqi
Bohai Securities Co., Ltd
