Zhongtai Securities Co.Ltd(600918)
About Guangdong Fuxin Technology Co.Ltd(688662)
Verification opinions on using some idle raised funds for cash management
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” and “sponsor”) as a sponsor of Guangdong Fuxin Technology Co.Ltd(688662) (hereinafter referred to as ” Guangdong Fuxin Technology Co.Ltd(688662) ” and “company”) for initial public offering and listing on the science and innovation board, according to the administrative measures for securities issuance and listing sponsor business, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020), the measures for continuous supervision of companies listed on the science and Innovation Board (for Trial Implementation), and other laws Administrative regulations, departmental rules and business rules have verified the cash management of some idle raised funds with an amount of no more than 240 million yuan proposed by Guangdong Fuxin Technology Co.Ltd(688662) to be used, as follows:
1、 Basic information of the raised funds
With the approval of China Securities Regulatory Commission on Approving the registration of Guangdong Fuxin Technology Co.Ltd(688662) initial public offering (zjxk [2021] No. 552), the company publicly issued 22.06 million RMB common shares (A shares) to the public at an issue price of 15.61 yuan / share, and the total amount of funds raised by the company was 34435660000 yuan, after deducting the audit and verification fees, attorney fees, information disclosure fees After the registration fee for the issuance of new shares and stamp duty, the net amount of funds raised was 30757466846 yuan.
The above raised funds have been verified by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), and the capital verification report (Zhonghuan Yan Zi (2021) No. 0500004) was issued on March 29, 2021.
The company has adopted a special account storage system for the raised funds and established relevant special accounts for the raised funds. All the raised funds have been deposited in the special account for raised funds after they are received, and a tripartite supervision agreement on raised funds has been signed with the sponsor and the bank storing the raised funds.
2、 Details of using some idle raised funds for cash management
(I) investment purpose
As the construction of the raised capital investment project (hereinafter referred to as “raised capital project”) requires a certain period, according to the construction progress of the company’s raised capital project, some of the raised capital will be idle in the short term. In order to improve the use efficiency of raised funds and increase the company’s income, the company plans to use some idle raised funds for cash management to increase funds on the premise of ensuring that the construction of raised investment projects and the use plan of raised funds are not affected, and the risk is effectively controlled
(II) types of investment products
The company will strictly control risks in accordance with relevant regulations, and its investment products must meet the following conditions:
1. Structured deposits, certificates of deposit and other principal guaranteed products with high security;
2. Good liquidity, which shall not affect the normal operation of the investment plan of the raised funds;
3. It shall not be used for the purpose of investment in securities.
(III) investment amount and term
The company plans to use the temporarily idle raised funds of no more than RMB 24 million for cash management, and the service life is 12 months from the date of deliberation and approval by the board of directors. Within the above-mentioned limit and term, the funds can be recycled and used in a rolling manner.
(IV) implementation mode
The board of directors authorizes the management of the company to exercise the decision-making power on this matter and sign relevant contract documents within the validity period and capital limit. The authorization is valid within 12 months from the date of deliberation and approval of this board of directors. The financial department of the company is responsible for organizing the implementation of specific matters.
(V) information disclosure
The company will timely disclose the specific situation of the company’s cash management in accordance with the requirements of relevant laws and regulations, such as the Listing Rules of Shanghai Stock Exchange Kechuang board, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange Kechuang board No. 1 – standardized operation, without changing the purpose of raised funds in a disguised form.
(VI) cash management income distribution
The income from the company’s cash management belongs to the company, which is preferentially used to make up the insufficient investment amount of the raised investment projects and the working capital required by the company’s daily operation, and manage and use the funds in strict accordance with the requirements of the CSRC and Shanghai Stock Exchange on the regulatory measures for raised funds. After the cash management expires, it will be returned to the special account for raised funds. 3、 Impact on the daily operation of the company
The company’s cash management with some idle raised funds this time will be carried out on the premise of ensuring the funds required by the company’s raised investment projects and ensuring the safety of the raised funds, which will not affect the normal development of the company’s raised investment projects and the use plan of the raised funds, nor the normal development of the company’s main business. At the same time, through the reasonable cash management of some temporarily idle raised funds, it is conducive to improve the use efficiency of raised funds, further improve the overall performance level of the company, and seek more return on investment for the company and shareholders. The use of some idle raised funds for cash management this time complies with the provisions of relevant laws and regulations.
4、 Investment risk and risk control measures
(I) investment risk
The investment products to be purchased by the company belong to low-risk investment varieties, but the financial market is affected by macroeconomic and other factors. It is not ruled out that the investment income will be affected by 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 board of directors of the company authorizes the management to exercise the investment decision-making power and sign relevant contract documents, including (but not limited to) selecting high-quality cooperative financial institutions, clarifying the amount and period of cash management, selecting the variety of cash management products, and signing contracts and agreements. The Finance Department of the company is responsible for organizing the implementation, timely analyzing and tracking the investment direction and project progress of cash management products of financial institutions. Once adverse factors are found or judged, corresponding preservation measures must be taken in time to control investment risks.
2. Independent directors, the audit committee of the board of directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
3. The company will strictly comply with the relevant provisions of the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the company’s measures for the management of raised funds.
5、 The review procedure of using some idle raised funds for cash management this time
(I) review procedure
On March 25, 2022, the company held the second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors, deliberated and approved the proposal on using some idle raised funds for cash management, and agreed that the company would use idle raised funds of no more than RMB 24 million for cash management and invest in capital guaranteed products with high safety such as structured deposits and large certificates of deposit. Within the above limits, the funds can be used on a rolling basis for a period of 12 months from the date of deliberation and approval by the board of directors of the company.
The independent directors of the company have expressed their independent opinions on the above matters. The board of supervisors of the company expressed explicit consent.
(II) opinions of independent directors
Independent directors believe that it is necessary and feasible to use some idle raised funds for cash management this time, which is conducive to improving the use efficiency of raised funds, increasing the company’s income without affecting the construction of raised investment projects and changing the purpose of raised funds, and there is no damage to the interests of the company and all shareholders. Therefore, we unanimously agree to the content of the proposal on cash management using some idle raised funds.
(III) opinions of the board of supervisors
The board of supervisors believes that: on the premise of not affecting the construction of raised investment projects and not changing the purpose of raised funds, the company uses some idle raised funds for cash management, which is conducive to improving the use efficiency and income of raised funds, further improving the overall performance level of the company and seeking more return on investment for the company and shareholders. The contents and review procedures of using some idle raised funds for cash management this time 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 on the science and Innovation Board of Shanghai stock exchange No. 1 – standardized operation, and the measures for the management of raised funds of companies. The use of some idle raised funds for cash management this time does not conflict with the implementation plan of the raised investment project, does not affect the normal implementation of the raised investment project, and does not change the purpose of the raised funds and damage the interests of shareholders. Therefore, the board of supervisors of the company agreed to the contents of the proposal on using some idle raised funds for cash management.
6、 Verification opinions of the recommendation institution
After checking the company’s recent financial situation, resolutions of the board of directors, resolutions of the board of supervisors, independent opinions issued by independent directors and other materials, the recommendation institution believes that:
The company’s use of some temporarily idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued clear consent opinions, which comply with relevant laws and regulations and perform necessary legal procedures. The company’s use of some temporarily idle raised funds for cash management this time complies with the relevant laws, regulations and normative documents such as the Listing Rules of 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, and the company’s measures for the administration of raised funds. There is no situation of changing the use of raised funds in a disguised manner, It will not affect the construction and use of the raised funds, nor will it adversely affect the company’s business activities, which is in line with the interests of the company and all shareholders.
In conclusion, the recommendation institution agrees that the company will use part of the temporarily idle raised funds of no more than RMB 240 million for cash management.
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