Dongxing Securities Corporation Limited(601198)
About Hangzhou Heshun Technology Co., Ltd
Verification opinions on cash management with some idle raised funds (including over raised funds) Dongxing Securities Corporation Limited(601198) (hereinafter referred to as “sponsor”) as the sponsor of Hangzhou Heshun Technology Co., Ltd. (hereinafter referred to as “Heshun technology” or “company”) for initial public offering of shares and listing on GEM, 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020) and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant provisions, Prudential verification has been conducted on the matters that Heshun technology plans to use some idle raised funds (including over raised funds) for cash management. The specific circumstances are as follows: I. Basic information of raised funds
Approved by the reply on Approving the registration of initial public offering of Hangzhou Heshun Technology Co., Ltd. (zjxk [2022] No. 253) issued by China Securities Regulatory Commission and approved by Shenzhen Stock Exchange, the company issued 2000 RMB ordinary shares (A shares) with a par value of RMB 1.00 per share, an issue price of RMB 56.69 per share and a total raised capital of RMB 1133.8 million, After deducting the issuance expenses (excluding value-added tax), the total amount is RMB 1157251 million, and the net amount of funds actually raised is RMB 10180749 million.
The funds raised by the company were received on March 18, 2022. Tianjian Certified Public Accountants (special general partnership) verified the availability of funds for the company’s initial public offering of shares, and issued the capital verification report (tianjianyan [2022] No. 92) on March 19, 2022. 2、 Investment plan and use of raised funds
The investment projects of funds raised by public offering of shares disclosed in the prospectus for initial public offering and listing on gem of the company are as follows:
Unit: 10000 yuan
S / n project name project investment amount proposed amount of raised funds
1. Biaxially stretched polyester film production base construction project 43623374362337
2 R & D center construction project 785539785539
3. Supplementary working capital project 10 Ping An Bank Co.Ltd(000001) 000000
Total 6176478
According to the actual construction progress of the investment project with raised funds and the use arrangement of over raised funds, some of the raised funds are idle in the short term at this stage. On the premise of ensuring that the construction of investment projects with raised funds and the normal production and operation of the company will not be affected, the company will reasonably use idle raised funds (including over raised funds) for cash management to improve the efficiency of fund use. 3、 Cash management using some idle raised funds (including over raised funds)
(I) purpose of cash management
The purpose of using some idle raised funds (including over raised funds) for cash management this time is to use idle raised funds (including over raised funds) for cash management in combination with the actual operation of the company on the premise of ensuring that the construction of investment projects with raised funds will not be affected, the use purpose of raised funds will not be changed, the normal operation of the company will not be affected, the safety of funds will be ensured and risks will be effectively controlled, In order to better maintain and increase the value of the company’s cash and protect the interests of the company’s shareholders.
(II) types of cash management products
The company will strictly control risks in accordance with relevant regulations, strictly evaluate investment products, and invest the above funds in principal guaranteed products with high safety, good liquidity and investment period of no more than 12 months (including but not limited to cash management products whose issuer is a financial institution).
Such cash management products shall not be used for pledge, and the special settlement account for products shall not deposit non raised funds or be used for other purposes. If a special settlement account for products is opened or cancelled, the company will timely report to Shenzhen stock exchange for filing and announcement.
The idle raised funds (including over raised funds) of no more than RMB 500 million shall be subject to cash management, and the above amount of funds can be recycled and used within 12 months from the date of deliberation and approval by the general meeting of shareholders.
(IV) implementation mode
After the deliberation and approval of the general meeting of shareholders of the company, authorize the chairman or his designated authorized object to sign relevant contract documents within the above limit, and be responsible for handling matters related to the company’s use of idle raised funds for cash management. The specific matters shall be organized and implemented by the finance department.
(V) distribution of cash management income
The proceeds obtained from the company’s cash management with some idle raised funds (including over raised 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.
(VI) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with relevant requirements 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 (revised in 2022), the guidelines for the self regulatory supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, and the Listing Rules of Shenzhen Stock Exchange on the gem (revised in December 2020).
(VII) description of association relationship
The company plans to purchase financial products from financial institutions that do not have a related relationship. This time, the use of some idle raised funds (including over raised funds) for cash management will not constitute a related party transaction.
(VIII) validity period of the resolution
Valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. 4、 Investment risk and risk control measures
(I) investment risk
Although the products invested by the company with idle raised funds are principal guaranteed products with high safety, good liquidity and investment period of no more than 12 months (including but not limited to cash management products whose issuer is a financial institution), and the investment products shall not be pledged and belong to low-risk investment products. However, the financial market is greatly affected by the macro-economy. The company will intervene appropriately and timely according to the economic situation and changes in the financial market, but the risk that the investment is affected by market fluctuations and the actual income is unpredictable is not ruled out.
(II) risk control measures
1. The company will strictly abide by the principle of prudent investment and choose low-risk investment varieties. 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 analyze and track the investment direction of financial products. During the period of using the raised funds to invest in financial products, the company will maintain close contact with relevant financial institutions, timely track the operation of financial funds, strengthen risk control and supervision, and strictly control the safety of funds.
3. The board of supervisors and independent directors of the company have the right to supervise and verify the use of funds of investment products, and can hire professional institutions to audit when necessary.
4. The company will timely disclose relevant information in accordance with the relevant provisions of Shenzhen Stock Exchange. 5、 Impact on the company
On the premise of complying with national laws and regulations and ensuring that the normal operation of the company, the normal progress of the investment plan of the company’s raised funds and the safety of the raised funds are not affected, the company uses some idle raised funds (including over raised funds) for cash management, purchases Principal Guaranteed products with a term of no more than 12 months, and does not change the purpose of the raised funds in a disguised manner, It will not affect the daily operation of the company and the normal development of investment projects with raised funds. Through cash management, we can improve the company’s fund use efficiency and increase the storage income, which is in line with the interests of the company and all shareholders. 6、 Relevant approval procedures and special opinions
(I) deliberations of the board of directors
The fifth meeting of the third board of directors held on March 31, 2022 deliberated and approved the proposal on using some idle raised funds (including over raised funds) for cash management, and agreed that the company would use the idle raised funds (including over raised funds) of no more than RMB 500 million for cash management without affecting the normal progress of the investment plan of raised funds and the safety of funds Cash management products with good liquidity and guaranteed principal can be recycled and used within 12 months from the date of deliberation and approval by the general meeting of shareholders.
(II) deliberation of the board of supervisors
The third meeting of the third board of supervisors held by the company on March 31, 2022 deliberated and adopted the proposal on using part of the idle raised funds (including over raised funds) for cash management. The board of supervisors held that the company’s use of part of the idle raised funds (including over raised funds) for cash management this time will not affect the construction of the investment projects with raised funds, Nor does it change the investment direction of the raised funds in a disguised form and damage the interests of shareholders, which is in line with the relevant provisions of laws and regulations; Combined with the actual operation of the company, in order to improve the use efficiency of the company’s funds and ensure the safety of funds, the board of supervisors agreed that the company should use idle raised funds (including over raised funds) of no more than RMB 500 million for cash management. The service life is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above quota and period, the funds can be recycled and used on a rolling basis.
(III) opinions of independent directors
The independent directors believe that: on the premise of ensuring the construction of the raised funds and the normal operation of the company, the rational use of idle raised funds (including over raised funds) for cash management will help to improve the efficiency of the company’s fund use and increase the fund income. There is no behavior of changing the purpose of the raised funds in a disguised manner and damaging the interests of the company and shareholders. The decision-making procedures of the company’s cash management this time comply 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 (revised in 2022), the guidelines for the self-discipline supervision of listed companies on Shenzhen stock exchange No. 2 – standardized operation of companies listed on GEM and so on. We agree that the company will use some idle raised funds (including over raised funds) for cash management and submit them to the general meeting of shareholders for deliberation. 7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company’s use of some idle raised funds (including over 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 consent and fulfilled the necessary approval procedures, which need to be submitted to the general meeting of shareholders of the company for deliberation. The above matters of the company 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 by listed companies (revised in 2022), the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and do not affect the normal implementation progress of the investment projects with raised funds, It does not affect the normal production and operation of the company and does not change the purpose of the raised funds in a disguised form, which is in line with the interests of the company and all shareholders.
In conclusion, the recommendation institution has no objection to the cash management of the company using some idle raised funds (including over raised funds).
(no text below)
(there is no text on this page, which is the signature page of Dongxing Securities Corporation Limited(601198) opinions on the verification of Hangzhou Heshun Technology Co., Ltd. using some idle raised funds (including over raised funds) for cash management) sponsor representative:
Zhong Lang Mao haolie
Dongxing Securities Corporation Limited(601198) mm / DD / yyyy
