Sinolink Securities Co.Ltd(600109)
About Sichuan Tianwei Electronic Co.Ltd(688511)
Verification opinions on cash management with idle raised funds
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “sponsor”) as a sponsor of Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as ” Sichuan Tianwei Electronic Co.Ltd(688511) ” or “company”) for initial public offering and listing on the science and innovation board and continuous supervision, 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 (revised in 2022), the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the measures for the continuous supervision of listed companies on the science and Innovation Board (Trial), Checked the matters of Sichuan Tianwei Electronic Co.Ltd(688511) using idle raised funds for cash management. The details are as follows:
1、 Basic information of raised funds
With the approval of China Securities Regulatory Commission on Approving the registration of Sichuan Tianwei Electronic Co.Ltd(688511) initial public offering of shares (zjxk [2021] No. 1969), the company publicly issued 20 million RMB common shares (A shares) to the public, with a par value of 1 yuan per share, an issuing price of 28.09 yuan per share and a total raised capital of 56.18 million yuan, The net amount after deducting the issuance tax is RMB 50.854 million.
As of July 26, 2021, the net amount of the company’s raised funds of 508544 million yuan has been fully in place, and Sichuan Huaxin (Group) accounting firm (special general partnership) has verified the availability of the company’s raised funds, and issued the capital verification report “Chuan Hua Xin Yan (2021) No. 0060”. The company carried out special account storage management for the above raised funds in accordance with the regulations, and signed the tripartite supervision agreement on special account storage of raised funds with the recommendation institution and the supervision Bank of special account for raised funds.
2、 Overview of investment projects with raised funds
Since the actual net amount of funds raised in the initial public offering is 50854400 yuan, which is less than the amount of funds raised to be invested of 520125600 yuan, in order to ensure the smooth implementation of the investment projects with raised funds, according to the actual net amount of funds raised in the initial public offering and in combination with the actual situation of the investment projects with raised funds, the company adjusts the amount of funds raised in each investment project with raised funds. The investment amount of each investment project with raised funds after adjustment is as follows:
Unit: RMB 10000
No. project name total project investment planned investment amount of raised funds
1. Upgrading project of new fire extinguishing and explosion suppression system 16884231650827
2 high reliability core component industrialization project 14296311397798
3 Sichuan Tianwei Electronic Co.Ltd(688511) R & D center construction project 883202863536
4. Supplementary working capital 12 Ping An Bank Co.Ltd(000001) 173280
Total 52012565085440
As the construction of the project invested by the raised funds has a certain period, according to the construction progress of the project invested by the raised funds, some of the raised funds are temporarily idle in the short term.
3、 The use of idle raised funds for cash management this time
(I) purpose of cash management
In order to improve the use efficiency of the company’s funds, under the condition of not affecting the construction of investment projects with raised funds, make rational use of some temporarily idle raised funds for cash management, increase capital income and obtain more investment returns for the company and shareholders.
(II) amount and term
The company plans to use the temporarily idle raised funds of no more than RMB 350 million for cash management. Within this limit, the funds can be recycled and used in a rolling manner, and the authorization period is valid within 12 months from the date of deliberation and approval by the board of directors.
(III) investment varieties
In order to control risks, the investment varieties are investment products with high security, good liquidity and principal guaranteed agreement (including but not limited to principal guaranteed financial products, structured deposits, agreed deposits, call deposits, time deposits, large certificates of deposit, income certificates, etc.), and these cash management products shall not be used for pledge or investment for the purpose of securities investment.
(IV) implementation mode
The above matters are reviewed by the board of directors, and the chairman is authorized to sign relevant contract documents within the limit. The specific matters are organized and implemented by the chief financial officer of the company.
(V) information disclosure
The company will timely perform the obligation of information disclosure in accordance 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 by listed companies (revised in 2022), the Listing Rules of Shanghai Stock Exchange’s science and innovation board, and the application of self regulatory rules of Shanghai Stock Exchange’s science and innovation board listed companies No. 1 – standardized operation, and will not change the purpose of raised funds in a disguised manner.
4、 Risks and control measures of cash management
Cash management products are mainly affected by changes in macro policies such as monetary policy, fiscal policy and relevant laws and regulations, and there are certain systemic risks. The company will take the following measures to control risks:
(I) the company will strictly abide by the principle of prudent investment and choose low-risk financial products for investment. After the review and approval of the board of directors, the chairman of the company is authorized to organize the signing of relevant contract documents within the above investment limit, which shall be specifically organized and implemented by the chief financial officer of the company. The financial department of the company will pay real-time attention to and analyze the investment direction and progress of financial products. Once it is found or judged that there are factors affecting the income of financial products, it shall report to the chairman of the company in time, and take corresponding preservation measures to control investment risks to the greatest extent Ensure the safety of funds.
(II) the internal audit department of the company is responsible for auditing and supervising the use and custody of funds of low-risk financial products, conducting comprehensive inspection on all financial products regularly, and reasonably predicting the possible gains and losses of various investments according to the principle of prudence.
(III) the board of directors shall supervise the use of investment and financial management funds. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
(IV) the company will disclose in detail the investment of financial products and the corresponding profits and losses during the reporting period in the regular report in accordance with the provisions of the regulatory authorities.
5、 Impact on the company’s operation
The company strictly abides by 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), the Listing Rules of Shanghai Stock Exchange Kechuang board, the guidelines for the application of self regulatory rules of listed companies on Shanghai Stock Exchange Kechuang board No. 1 – standardized operation and other relevant provisions, and has formulated the Sichuan Tianwei Electronic Co.Ltd(688511) raised funds management system to control the storage, use, and The management and supervision and the change of raised investment projects have made detailed provisions.
The company adheres to standardized operation. Under the condition of ensuring that the construction and normal operation of the investment projects with raised funds are not affected, the company uses the temporarily idle raised funds for cash management in accordance with the principle of prudence, which will not affect the construction of the investment projects with raised funds and the normal development of the main business of the company, and there is no behavior of changing the purpose of the raised funds in a disguised manner. At the same time, it can improve the efficiency of the use of funds and obtain certain investment income, Obtain more return on investment for the company and shareholders.
6、 Decision making procedures for performance
(I) deliberations of the board of directors
On March 25, 2022, the 12th meeting of the first board of directors of the company deliberated and approved the proposal on using idle raised funds for cash management, which agreed that the company would use idle raised funds of no more than RMB 350 million for cash management without affecting the construction of investment projects and the normal development of main business of the company, and the funds could be recycled and rolled within this limit, The term of use is valid for 12 months from the date of deliberation and approval by the board of directors of the company, and the term of a single product shall not exceed 12 months.
(II) deliberation of the board of supervisors
The 10th meeting of the first board of supervisors of the company deliberated and adopted the proposal on cash management with idle raised funds. The board of supervisors believes that the company’s use of part of the temporarily idle raised funds for cash management is conducive to improving the use efficiency of the raised funds, will not have an adverse impact on the operating activities, and is in the interests of the company and all shareholders. There is no situation that affects the construction of the raised funds and changes the use purpose of the raised funds in a disguised form, and does not damage the interests of the company and all its shareholders, especially the minority shareholders. Therefore, it is agreed that the company intends to use idle raised funds of no more than RMB 350 million for cash management.
(III) opinions of independent directors
The independent directors of the company believe that on the premise of not affecting the construction of the company’s investment projects with raised funds and the normal development of its main business, the company uses idle raised funds of no more than RMB 350 million for cash management, and the products purchased must be high safety, good liquidity Investment products with Principal Guaranteed agreements (including but not limited to principal guaranteed financial products, structured deposits, agreed deposits, call deposits, time deposits, large certificates of deposit, income certificates, etc.) are conducive to improving the efficiency of capital use, making rational use of idle funds, and obtaining certain investment income. The company has established a relatively perfect internal control system and fund-raising management system, which can effectively control investment risks, ensure fund safety, and will not affect the construction of investment projects with raised funds and the use of raised funds. There is no disguised change in the investment direction of raised funds, and there is no damage to the interests of all shareholders, especially small and medium-sized shareholders. The company’s use of idle raised funds for cash management complies with the company’s raised funds management system Relevant provisions such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, 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), the measures for the continuous supervision of listed companies on the science and innovation board (for Trial Implementation), and the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation. Therefore, we agree to the proposal on the company’s use of idle raised funds for cash management.
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company’s use of idle raised 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, Comply with the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the science and innovation board, 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), the measures for the continuous supervision of listed companies on the science and innovation board (for Trial Implementation), the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the company’s fund-raising management system.
In conclusion, the recommendation institution has no objection to the company’s cash management using idle raised funds this time. (no text below)
(there is no text on this page, which is the signature and seal page of Sinolink Securities Co.Ltd(600109) opinions on Sichuan Tianwei Electronic Co.Ltd(688511) using idle raised funds for cash management). Sponsor representative:
Hu Hongbo, Tang Hong
Sinolink Securities Co.Ltd(600109) mm / DD / yyyy
