Zhongtai Securities Co.Ltd(600918)
About Shantui Construction Machinery Co.Ltd(000680)
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) ” or “sponsor”) as a sponsor of Shantui Construction Machinery Co.Ltd(000680) (hereinafter referred to as ” Shantui Construction Machinery Co.Ltd(000680) ” or “company”) non-public offering of shares in 2020, According to the regulations of Shenzhen Stock Exchange No. 2022 on the regulatory requirements for the issuance and use of listed companies and other regulatory documents of listed companies, We have carefully checked the cash management matters of Shantui Construction Machinery Co.Ltd(000680) using some idle raised funds and issued this verification opinion. The specific verification conditions are as follows:
1、 Basic information of raised funds
According to the reply on approving Shantui Construction Machinery Co.Ltd(000680) non-public offering of shares (zjxk [2021] No. 888) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company is approved to issue no more than 236705601 new shares in a non-public manner.
On April 15, 2021, the company actually issued 236705601 A shares of RMB common stock to the issuing object. The issuing price was 2.88 yuan per share, and the total amount of funds raised was 68171213088 yuan. After deducting the total amount of relevant issuance expenses of 397768881 yuan (excluding tax), the net amount of funds actually raised was 67773444207 yuan. The availability of the above funds has also been verified by the capital verification report “Daxin Yan Zi [2021] No. Eve Energy Co.Ltd(300014) ” issued by Daxin Certified Public Accountants (special general partnership) (hereinafter referred to as “Daxin certified public accountants”).
All the above raised funds have been deposited in the company’s special account for raised funds, and the storage, management and use of raised funds comply with the company’s system for the management and use of raised funds and the provisions and requirements of relevant securities regulatory laws and regulations.
According to the investment projects of funds raised from non-public offering of shares disclosed in the Shantui Construction Machinery Co.Ltd(000680) 2020 non-public Development Bank A-share stock plan, the net amount of funds raised after deducting the issuance expenses will be used for the following projects:
No. project name total investment amount proposed to be invested in raised funds
1 high end high horsepower bulldozer industrialization project 4888 Shenzhen Kingdom Sci-Tech.Ltd(600446) 0000
2 supplement working capital and repay bank loans 23571212317344
Total 72457216777344
2、 Use of raised funds and idle reasons
As of December 31, 2021, the balance of the special account for raised funds was 41437451837 yuan, and the accumulated funds paid for raised investment projects was 26840070861 yuan. For details, see the company’s website on March 29, 2022 (www.cn. Info. Com. CN.) Special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022021).
During the implementation of the project invested with raised funds, due to the actual needs of the project, the company needs to invest the raised funds gradually by stages. At this stage, some of the raised funds will be idle in the short term.
3、 Relevant information of using idle raised funds for cash management
(I) investment purpose
In order to improve the use efficiency of the raised funds, make rational use of the idle raised funds, increase the company’s income and obtain more returns for the company and shareholders without affecting the construction and use of the raised funds, the safety of the raised funds and changing the purpose of the raised funds in a disguised manner.
(II) cash management varieties
The company will strictly control risks in accordance with relevant regulations. It plans to use the temporarily idle raised funds to purchase investment products with high safety, good liquidity, guaranteed principal and investment period of no more than 12 months (including but not limited to notice deposits, large certificates of deposit, etc.), and such cash management products shall not be used for pledge or investment for securities investment.
(III) validity period of the resolution
Effective within 12 months from the date of deliberation and approval at the 15th meeting of the 10th board of directors of the company.
(IV) investment amount and term
The company plans to use the temporarily idle raised funds of no more than RMB 400 million (including this amount) for cash management. The service life is effective within 12 months from the date of deliberation and approval by the board of directors. Within the above amount and period, the funds can be used circularly and continuously.
(V) implementation mode
Within the scope of the authorized amount, the board of directors authorizes the chairman or the person authorized by the chairman to exercise the investment decision-making power within the above limit and sign relevant contract documents. The specific matters shall be organized and implemented by the financial management department of the company.
(VI) information disclosure
The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange; The purpose of the raised funds will not be changed in disguise.
(VII) distribution of cash management income
The proceeds from the company’s use of idle raised funds for cash management will be preferentially used to make up the insufficient investment amount of raised investment projects and the working capital required for the company’s daily operation, and the funds 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. After the cash management expires, it will be returned to the special account for raised funds.
4、 Impact on the daily operation of the company
The company’s plan to use the temporarily idle raised funds for cash management is 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 turnover needs of the company’s daily funds and the normal operation of the raised funds projects, nor the normal development of the company’s main business. At the same time, cash management of idle raised funds in time can obtain certain investment income, which is conducive to further improve the overall performance level of the company and seek better investment return for the company and shareholders.
5、 Risk control measures
1. The company will make decisions, manage, inspect and supervise the product matters involved in cash management in strict accordance with the stock listing rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the articles of association and other relevant laws, regulations and rules, strictly control the safety of funds, and the company will report the cash management to the board of directors on a regular basis.
The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of the exchange.
2. Relevant personnel of the company’s financial management department will timely analyze and track the investment direction of cash management investment products and project progress. If adverse factors are found or judged in the evaluation, corresponding measures will be taken in time to strictly control the investment risk.
3. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds and cash management of the company, and can hire professional institutions to audit when necessary.
4. Through the above measures, the company will ensure that there will be no disguised change in the purpose of the raised funds and affect the investment of the investment projects of the raised funds.
6、 Review procedures and relevant opinions for implementation
(I) deliberations of the board of directors
On March 28, 2022, the 15th meeting of the 10th board of directors of the company deliberated and adopted the proposal on using some idle raised funds for cash management.
(II) deliberation of the board of supervisors
On March 28, 2022, the 15th meeting of the 10th board of supervisors of the company deliberated and adopted the proposal on using some idle raised funds for cash management. Opinion of the board of supervisors: on the premise of ensuring that the construction and use of the raised funds and the safety of the raised funds will not be affected, the company plans to use the idle raised funds of no more than RMB 400 million (including this amount) to purchase investment products with high investment safety, good liquidity and guaranteed capital. The contents and review procedures comply with the provisions of relevant laws, regulations and normative documents. The company’s use of some temporarily idle raised funds for cash management does not conflict with the implementation plan of the investment project of the raised funds, and there is no situation of changing the purpose of the raised funds in a disguised manner, which is conducive to improving the use efficiency of the raised funds and increasing the company’s income, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. In conclusion, the board of supervisors agreed that the company would use some temporarily idle raised funds for cash management.
(III) opinions of independent directors
The independent directors believe that the company is in good operation and is actively implementing the construction of raised investment projects. On the premise of ensuring that the construction and use of raised funds and the safety of raised funds are not affected, the company plans to use idle raised funds of no more than RMB 40 million (including this amount) for cash management, The contents and review procedures comply with the provisions of relevant laws, regulations, rules and other normative documents 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 and the company’s system for the management and use of raised funds. The relevant review procedures and contents are legal and effective. The company’s use of some temporarily idle raised funds for cash management does not conflict with the implementation plan of the investment project of the raised funds, and there is no situation of changing the purpose of the raised funds in a disguised manner, which is conducive to improving the use efficiency of the raised funds and increasing the company’s income, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. In conclusion, the independent directors unanimously agree that the company will use the idle raised funds of no more than RMB 400 million (including this amount) for cash management.
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
1. Shantui Construction Machinery Co.Ltd(000680) the use of some idle raised funds for cash management has been deliberated and approved at the 15th meeting of the 10th board of directors and the 15th meeting of the 10th board of supervisors. The independent directors have expressed their independent opinions with explicit consent and performed the necessary legal procedures, Comply with laws, regulations and relevant provisions such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, guidelines for the self regulatory supervision of listed companies No. 1 of Shenzhen Stock Exchange – standardized operation of listed companies on the main board, and the company’s system for the management and use of raised funds.
2. Shantui Construction Machinery Co.Ltd(000680) the use of idle raised funds for cash management does not change the purpose of raised funds in a disguised manner, does not affect the construction of investment projects and the use of raised funds, and is in line with the interests of the company and all shareholders.
To sum up, the sponsor has no objection to the company’s use of some idle raised funds for cash management.
(there is no text on this page, which is the signature page of Zhongtai Securities Co.Ltd(600918) opinions on Shantui Construction Machinery Co.Ltd(000680) using some idle raised funds for cash management) sponsor representative:
Yin Guangjie, Lu Wei
Zhongtai Securities Co.Ltd(600918) March 28, 2022
