Anxin Securities Co., Ltd
About Jahen Household Products Co.Ltd(300955)
Verification opinions on cash management using part of the temporarily idle raised funds Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” or “sponsor”) as a sponsor of Jahen Household Products Co.Ltd(300955) (hereinafter referred to as ” Jahen Household Products Co.Ltd(300955) ” or “company”) in the stage of initial public offering and continuous supervision of gem listing, in accordance with the administrative measures for securities issuance and listing sponsor business Relevant provisions such as the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on GEM, and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, The matters of Jahen Household Products Co.Ltd(300955) using part of the temporarily idle raised funds for cash management have been carefully and prudently verified. The details are as follows:
1、 Overview of funds raised by initial public offering
The China Securities Regulatory Commission (hereinafter referred to as “CSRC”) issued the reply on Approving the registration of Jahen Household Products Co.Ltd(300955) initial public offering of shares (zjxk [2021] No. 488) on February 9, 2021, agreeing to the registration application of the company’s initial public offering of shares. The company issued 25.2 million shares in the initial public offering at an issue price of 16.53 yuan per share, and the total amount of funds raised was 41655 Shanghai Pudong Development Bank Co.Ltd(600000) yuan. After deducting the issuance fee excluding tax of 4351081035 yuan, the actual net amount of funds raised was 37304518965 yuan. Rongcheng Certified Public Accountants (special general partnership) verified the capital availability of the company’s initial public offering on March 18, 2021, and issued the capital verification report (Rongcheng Yan Zi [2021] No. 361z0029).
The company has deposited the above raised funds in the special account for the management of raised funds, and signed the three / four party supervision agreement on raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Overview of investment projects with raised funds
Since the net amount of funds actually raised by the company’s initial public offering of shares was 3730452 million yuan, which was less than the amount of funds to be raised by 438 million yuan, the company held the 17th meeting of the first board of directors and the 12th meeting of the first board of supervisors respectively on April 12, 2021, and deliberated and adopted the proposal on adjusting the investment amount of funds raised by raised investment projects, It is agreed that the company shall adjust the specific investment amount of the raised funds of each raised investment project according to the actual net amount of the raised funds and the actual situation of the raised investment project.
On October 26, 2021, the company held the 22nd Meeting of the first board of directors and the 17th meeting of the first board of supervisors respectively, deliberated and approved the proposal on changing the implementation subject and implementation location of some raised investment projects, and agreed to change the implementation subject of the raised investment project “technology R & D center upgrading and construction project” from Shanghai Jiaheng Daily Chemicals Co., Ltd. to Huzhou Jiaheng, The implementation site was changed from No. 1069 Taogan Road, Sheshan Town, Songjiang District, Shanghai to No. 988 Lianxi Avenue, Lianshi Town, Nanxun District, Huzhou City, Zhejiang Province.
The details of the adjusted raised investment projects are as follows:
Unit: 10000 yuan
No. name of investment project of raised funds investment amount of raised funds of implementing entity
1. Construction project of cosmetics and plastic packaging container production base Huzhou Jiaheng 3020000
2. Upgrading and construction project of technology R & D center Huzhou Jiaheng 280000
3. Supplementary working capital Jahen Household Products Co.Ltd(300955) 4304.52
Total 3730452
As the construction of projects invested with raised funds needs a certain period, some of the raised funds will be temporarily idle according to the construction progress of projects invested with raised funds. The use of some temporarily idle raised funds for cash management does not change the purpose of the raised funds in a disguised manner, and does not affect the normal progress of the raised funds project. 3、 Basic information of cash management using some temporarily idle raised funds this time
(I) overview of cash management
The company plans to use the temporarily idle raised funds of no more than 53 million yuan (including 53 million yuan) for cash management to purchase financial products with high safety and good liquidity (including but not limited to large amount transferable certificates of deposit, structured deposits, agreed deposits, call deposits, time deposits, principal guaranteed financial management and treasury bond reverse repurchase varieties), which is valid for 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 raised funds can be recycled and used on a rolling basis, and shall be returned to the special account of raised funds in time after the expiration of cash management
(II) basic information of investment products
1. Cash management implementation unit: Jahen Household Products Co.Ltd(300955) and its wholly-owned subsidiary Huzhou Jiaheng Industrial Co., Ltd.
2. Cash management limit: the company uses the temporarily idle raised funds of no more than RMB 53 million (including RMB 53 million) for cash management, which is used to purchase bank financial products with high safety and good liquidity. The raised funds can be used circularly and continuously.
3. Products of cash management investment:
In order to control risks, the varieties of investment are financial products with high security and good liquidity (including but not limited to large amount transferable certificate of deposit, structured deposit, agreed deposit, call deposit, time deposit, principal guaranteed financial management and reverse repurchase of national debt, etc.).
The company cannot use such funds to purchase financial products with stocks, interest rates, exchange rates and their derivatives as the main investment targets from banks and other financial institutions.
4. Investment products shall not be pledged, 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.
5. Source of funds: the funds are the raised funds temporarily idle by the company.
6. Implementation method: the company requests the board of directors to authorize the chairman or general manager of the company to exercise the investment decision-making power within the above capital limit and validity period, sign relevant contracts and documents, and organize the financial department of the company to implement it. 7. Information disclosure: the company will timely fulfill the obligation of information disclosure in accordance with the relevant requirements of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, and listed companies regulatory guidance No. 2 – regulatory requirements for the management and use of raised funds of listed companies.
4、 Risks in cash management and its impact on the company
(I) investment risk
1. If the investment is not affected by the macro-economic market, it is strictly excluded;
2. 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;
3. Operation and monitoring risks of relevant personnel.
(II) for investment risks, the proposed measures are as follows:
1. After the approval of the board of directors, the chairman or general manager of the company is authorized to organize the implementation. The relevant personnel of the company’s finance department will timely analyze and track the investment direction of financial products and the progress of the project. If the evaluation finds that there are risk factors that may affect the safety of the company’s funds, corresponding measures will be taken in time to control the investment risk; 2. Independent 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 Audit Department of the company is responsible for conducting a comprehensive inspection of the products on a regular basis and reasonably predicting the possible risks and benefits of various investments according to the principle of prudence;
4. The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
(III) impact on the company
The company’s cash management with the temporarily idle raised funds is carried out on the premise of ensuring the funds required for the company’s investment projects with the raised funds and ensuring the safety of the raised funds, which will not affect the normal operation of the investment projects with the raised funds and the normal development of the company’s main business. Through appropriate cash management with the temporarily idle raised funds in a timely manner, so as to make rational use of the idle raised funds, increase the company’s income and seek a better return on investment for the company and shareholders.
The company will conduct corresponding accounting treatment for the entrusted financial management business to be carried out in accordance with the relevant provisions and guidelines of the Ministry of finance, such as accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 37 – presentation of financial instruments, accounting standards for Business Enterprises No. 39 – fair value measurement, and reflect the relevant items of the balance sheet and income statement.
5、 Approval procedure
(I) deliberations of the board of directors
The second meeting of the second board of directors held on April 6, 2022 deliberated and approved the proposal on using part of the temporarily idle raised funds for cash management. The board of directors agreed that the company would use the temporarily idle raised funds of no more than RMB 53 million (including RMB 53 million) for cash management, And agree to authorize the chairman or general manager of the company to exercise the investment decision-making power within the above capital limit and validity period, sign relevant contracts and documents, and organize the financial department of the company to implement them.
(II) deliberation of the board of supervisors
The second meeting of the second board of supervisors held by the company on April 6, 2022 deliberated and adopted the proposal on using some temporarily idle raised funds for cash management. The board of supervisors believes that the company’s use of some temporarily idle raised funds for cash management will not affect the normal progress of the company’s investment projects with raised funds, and is conducive to protecting the interests of the company and its shareholders, which is in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange. The board of supervisors approved the company to use the temporarily idle raised funds for cash management.
(III) opinions of independent directors
The independent directors of the company believe that, without affecting the normal progress of the company’s investment projects with raised funds, the company uses the temporarily idle raised funds of no more than RMB 53 million (including RMB 53 million) for cash management, which is used for the purchase of high security Financial products with good liquidity (including but not limited to large transferable certificates of deposit, structured deposits, agreed deposits, call deposits, time deposits, principal guaranteed financial products and varieties of treasury bond reverse repurchase) are conducive to protecting the interests of the company and its shareholders. The procedures for the board of directors to review relevant proposals are legal and compliant, and the relevant risk control measures of the company are sound and effective. The independent directors of the company agree to use the temporarily idle raised funds for cash management.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that: Jahen Household Products Co.Ltd(300955) the use of idle raised funds for cash management has been deliberated and approved at the second meeting of the second board of directors and the second meeting of the second board of supervisors of the company. The independent directors have expressed their independent opinions with explicit consent, which need not be submitted to the shareholders’ meeting for deliberation, and have fulfilled the necessary legal procedures, Comply with the requirements of relevant provisions such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on GEM, and regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies Jahen Household Products Co.Ltd(300955) the use of idle raised funds for cash management this time is conducive to improving the use efficiency of funds and obtaining certain investment benefits. There is no behavior of changing the purpose of raised funds in a disguised form, which does not affect the construction of investment projects and the use of raised funds. It 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. To sum up, Anxin securities has no objection to Jahen Household Products Co.Ltd(300955) this use of idle raised funds for cash management.
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(there is no text on this page, which is the signature page of the verification opinions of Anxin Securities Co., Ltd. on Jahen Household Products Co.Ltd(300955) using some temporarily idle raised funds for cash management)
Sponsor representative:
Fan Changjiang, Yu Zhonghua
Anxin Securities Co., Ltd. April 6, 2022
