China International Capital Corporation Limited(601995)
About Youon Technology Co.Ltd(603776)
Using some temporarily idle raised funds and self owned funds for cash management
Verification opinions
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” and “sponsor”) as the sponsor of Youon Technology Co.Ltd(603776) (hereinafter referred to as ” Youon Technology Co.Ltd(603776) ” and “company”) publicly issuing A-share convertible corporate bonds, in accordance with the measures for the administration of securities issuance and listing sponsor business and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision The guidelines on the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shanghai Stock Exchange (revised in December 2020) and the guidelines on the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation have carefully verified the cash management of Youon Technology Co.Ltd(603776) using some temporarily idle raised funds and self owned funds, The verification opinions are as follows: I. Basic information of raised funds
With the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2020] No. 2772 document, Youon Technology Co.Ltd(603776) (hereinafter referred to as “the company”) has publicly issued 8864800 convertible corporate bonds with a face value of 100 yuan each. The total amount of funds raised in this offering is RMB 88648000000. After deducting the recommendation and underwriting fees and other issuance related expenses, the net amount of funds raised is RMB 87000108679. All the above raised funds have been in place on November 30, 2020. Rongcheng Certified Public Accountants (special general partnership) has verified the arrival of the raised funds and issued the capital verification report (Rongcheng Yan Zi [2020] No. 216z0027). The company has adopted a special account storage system for the raised funds. 2、 Details of cash management using some temporarily idle raised funds and self owned funds (I) investment purpose
In order to improve the efficiency of raised funds and self owned funds, make rational use of some idle raised funds and self owned funds, increase the company’s income and obtain more returns for the company and shareholders without affecting the construction and use of raised funds and the safety of raised funds and self owned funds.
(II) investment quota
The company plans to use the idle raised funds of public issuance of A-share convertible corporate bonds with an amount of no more than 400 million yuan and its own funds with an amount of no more than 400 million yuan for cash management in a timely manner. Within the above limit, the funds can be used on a rolling basis. (III) investment varieties
In order to improve the use efficiency of funds, the company will strictly control risks in accordance with relevant regulations, and use temporarily idle raised funds and self owned funds to purchase investment products with high safety and good liquidity (including but not limited to agreement deposits, call deposits, time deposits, large certificates of deposit, income certificates, etc.), and such investment products shall not be used for pledge or investment for securities investment. (IV) investment period
The investment period is within 12 months from the date of deliberation and approval by the board of directors of the company. (V) implementation mode
Within the limit, the board of directors authorizes the management of the company to handle matters related to the use of idle raised funds and self owned funds to purchase financial products, and the specific matters shall be organized and implemented by the Finance Department of the company. (VI) information disclosure
The company will do a good job in relevant information disclosure in accordance with the relevant provisions of Shanghai Stock Exchange and other regulatory authorities. 3、 Impact on the daily operation of the company
The company’s cash management of temporarily idle raised funds and self owned funds is based on effective control. During implementation, it will ensure the normal operation and capital safety of the company, do not affect the normal turnover of the company’s daily funds or the development of the company’s main business and the normal progress of the investment plan of raised funds, and there is no behavior of changing the purpose of raised funds in disguise. Appropriate and timely cash management of temporarily idle raised funds and self owned funds can reduce idle funds and obtain certain investment income, which is conducive to improving the overall performance level of the company and obtaining more investment returns for the company and shareholders. 4、 Investment risk and risk control measures (I) the company will make structural deposits or select appropriate types and duration of financial products according to the company’s business arrangement and capital investment plan, so as not to affect the normal operation of the company’s daily business activities.
(II) the Finance Department of the company needs to conduct prior audit and risk assessment. If the assessment finds that there are risk factors that may affect the safety of the company’s funds, it will take timely measures to control investment risks. (III) independent directors and the board of supervisors have the right to supervise and inspect the use of funds. The internal audit department of the company regularly evaluates the possible risks and benefits of various investments according to the principle of prudence, and reports to the audit committee of the board of directors. (IV) the company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shanghai Stock Exchange. 5、 Review procedures performed by the company (I) opinions of the board of directors
The company held the 18th meeting of the third board of directors on April 12, 2022, deliberated and approved the proposal on using some temporarily idle raised funds and self owned funds for cash management, and agreed that the company plans to use the idle raised funds of public issuance of A-share convertible corporate bonds with an amount of no more than 400 million yuan and self owned funds with an amount of no more than 400 million yuan for cash management in due time. (II) opinions of independent directors
On the premise of ensuring that the normal implementation of the investment projects with raised funds and the daily operation and capital safety of the company are not affected, the company plans to use the idle raised funds from the public issuance of A-share convertible corporate bonds of no more than 400 million yuan and its own funds of no more than 400 million yuan for timely cash management, and its decision-making procedures comply with the stock listing rules of Shanghai Stock Exchange Relevant provisions 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 guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation are conducive to improving the efficiency of the use of funds, increasing the income of the company’s cash assets, maximizing the interests of shareholders, without affecting the normal development of the company’s main business, the construction and daily operation of raised funds, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of the company and all shareholders, especially minority shareholders. We unanimously agree to the proposal on using some temporarily idle raised funds and self owned funds for cash management of the company. (III) opinions of the board of supervisors
The company plans to use the idle raised funds of public issuance of A-share convertible corporate bonds of no more than 400 million yuan and its own funds of no more than 400 million yuan for timely cash management. The decision-making procedures comply with the stock listing rules of Shanghai Stock Exchange Regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 – standardized operation and other relevant provisions. The company’s use of some temporarily idle raised funds and self owned funds for cash management will not affect the normal development of the company’s main business, nor will it change the purpose of raised funds in a disguised manner and damage the interests of the company and all shareholders, especially minority shareholders. In conclusion, we agree to the proposal on cash management by using some temporarily idle raised funds and self owned funds. 6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company plans to use the idle raised funds of public issuance of A-share convertible corporate bonds of no more than 400 million yuan and its own funds of no more than 400 million yuan for timely cash management, which 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 is in line with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the use of raised funds of listed companies. It will not affect the normal development of the company’s main business, nor will it change the purpose of the raised funds in a disguised form and damage the interests of the company and all shareholders, especially minority shareholders.
In conclusion, the sponsor has no objection to the company’s use of some temporarily idle raised funds and its own funds for cash management.
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