Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
On Zhejiang Supcon Technology Co.Ltd(688777) carrying out bill pool business
Verification opinions
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as " Shenwan Hongyuan Group Co.Ltd(000166) underwriting and recommendation" or "recommendation institution") as a recommendation institution for Zhejiang Supcon Technology Co.Ltd(688777) (hereinafter referred to as " Zhejiang Supcon Technology Co.Ltd(688777) " or "company") to issue shares for the first time and list on the science and innovation board, in accordance with the company law of the people's Republic of China The securities law of the people's Republic of China, the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and other relevant provisions have carefully verified the matters that Zhejiang Supcon Technology Co.Ltd(688777) plans to carry out the bill pool business. The details of the verification are as follows:
1、 Overview of bill pool business
1. Business Overview
Bill pool business refers to the bill management service provided by cooperative banks to meet the needs of unified management and overall use of commercial bills held by enterprise customers. It provides enterprises with comprehensive bill management services integrating bill trust and collection, Bill pool pledge financing, bill discount, Bill agent query, business statistics and other functions.
2. Cooperative financial institutions and quota
Cooperative financial institutions and quota to carry out bill pooling business: China Zheshang Bank Co.Ltd(601916) Hangzhou branch's spot balance shall not exceed RMB 1.2 billion, China Merchants Bank Co.Ltd(600036) Xiaoshan sub branch's spot balance shall not exceed RMB 500 million, and China Citic Bank Corporation Limited(601998) Hangzhou branch's spot balance shall not exceed RMB 500 million. 3. Business term
The duration of the above-mentioned bill pool business is from the date of deliberation and approval of the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting.
4. Implementation quota
The company and its subsidiaries within the consolidation scope share a bill pool limit of no more than RMB 2.2 billion, that is, the spot balance of pledged and mortgaged bills used to carry out bill pool business with all cooperative banks does not exceed RMB 2.2 billion. Within the above quota and business term, it can be used circularly. The chairman of the board of directors or the shareholder's representative shall sign the above-mentioned business decision-making power within the specific period of authorization by the chairman of the board of directors or the shareholder's meeting.
5. Guarantee mode
Under the premise of controllable risk, the company can guarantee the establishment and use of bill pool by maximum amount pledge, general pledge, certificate of deposit pledge, financial pledge, bill pledge, guarantee deposit pledge and other reasonable methods. The specific form of each guarantee is authorized to be determined by the company's management according to the business needs of the company and its subsidiaries within the consolidation scope and the principle of maximizing the interests of the system.
2、 Purpose of bill pool business
1. Reduce management costs
By carrying out the bill pool business, the company and its subsidiaries within the consolidation scope can deposit the received commercial bills into the cooperative financial institutions for centralized management, and the cooperative financial institutions handle custody, collection and other businesses on behalf of them, which is conducive to optimizing the financial structure, reducing management risks and reducing management costs.
2. Balance the ticket holding and ticket consumption of the company and its subsidiaries within the consolidation scope
By carrying out the bill pool business, the unified management and overall use of the company's internal bills can be realized, and the quota can be adjusted on demand, which is conducive to solving the problem of unbalanced bill holding and bill consumption between the company and its subsidiaries within the consolidation scope, and comprehensively revitalize the bill assets.
3. Improve the efficiency of capital use
The company uses part of the outstanding stock bills as pledge, and issues bills that do not exceed the total amount of pledge, which are used to pay the payment for goods from suppliers and other daily operations, which is conducive to reducing the occupation of monetary funds and improving the utilization rate of funds.
3、 Risk and risk control of bill pool business
1. Liquidity risk
To carry out the bill pool business, it is necessary to open a bill pool margin account in a cooperative financial institution as the entry account for the due collection of pledged bills under the bill pool. If the due dates of notes receivable and notes payable are inconsistent, the collected funds will enter the margin account of the note pool, which will have a certain impact on the liquidity of funds.
Risk control measures: the company and its subsidiaries within the scope of consolidation can eliminate this impact by replacing the margin with newly received bills, and the capital liquidity risk is controllable.
2. Guarantee risk
The company and its subsidiaries within the consolidation scope pledge the commercial bills entering the bill pool, and apply to the cooperative financial institution for issuing acceptance bills to pay for the goods of suppliers. With the maturity of the pledged bills, handle the collection and settlement. If the bills cannot be collected normally when they are due, the amount of the pledged bills is insufficient, resulting in the cooperative financial institution requiring the company to provide additional guarantee.
Risk control measures: after the company and its subsidiaries within the consolidation scope carry out the bill pool business with the cooperative financial institutions, they will arrange special personnel to connect with the cooperative financial institutions, establish the bill pool account, track and manage, timely understand the collection and settlement of expired bills and arrange the entry of new bills into the pool, so as to ensure the safety and liquidity of the notes in the pool.
4、 Decision making procedure and organization implementation
1. Within the above quota and business period, the chairman of the board of shareholders or the representative authorized by the chairman of the board of directors shall be requested to exercise the decision-making power and sign relevant documents. The specific matters shall be organized and implemented by the financial management department of the company, including but not limited to determining the specific quota, collateral, guarantee form and amount of the bill pool that can be used by the company and its subsidiaries within the scope of merger.
2. The financial management department of the company shall timely analyze and track the business progress of the bill pool. If adverse factors are found or judged, it will take corresponding measures in time to control risks and report to the management of the company in time.
3. The Audit Department of the company is responsible for auditing and supervising the development of bill pool business.
4. The independent directors and the board of supervisors have the right to supervise and inspect the specific conditions of the company's bill pool business. 5、 Review procedure
On April 9, 2022, the company held the 11th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the company's bill pool business, which needs to be submitted to the general meeting of shareholders for deliberation.
6、 Opinions of independent directors
Independent directors believe that the company's bill pool business is conducive to reducing the cost of bill management, comprehensively revitalizing bill resources, reducing the occupation of monetary funds, improving the use efficiency of current assets and maximizing shareholders' equity. It is agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
7、 Opinions of the board of supervisors
The board of supervisors believes that the company is in good operation and stable financial condition. The company's bill pool business can revitalize the company's bill resources, reduce the occupation of the company's funds, optimize the financial structure and improve the utilization rate of funds, without damaging the interests of the company and all shareholders. Therefore, the company is approved to carry out bill pool business.
8、 Opinions of the sponsor
After verification, the sponsor believes that the company's bill pool business can comprehensively manage the bills, reduce the occupation of the company's funds, optimize the financial structure and improve the efficiency of fund use. The company has fulfilled the deliberation procedures of the board of directors and the board of supervisors, and the independent directors have expressed their consent. This matter needs to be submitted to the general meeting of shareholders for deliberation. Up to now, the above decision-making procedures comply with the provisions of relevant laws, regulations and the articles of Association. Based on the above verification, the recommendation institution has no objection to the company's bill pool business.
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