Zheshang Securities Co.Ltd(601878)
About Hainan Jinpan Smart Technology Co.Ltd(688676)
Verification opinions on temporarily replenishing working capital with some idle raised funds
Zheshang Securities Co.Ltd(601878) (hereinafter referred to as " Zheshang Securities Co.Ltd(601878) " or "sponsor") as a sponsor of Hainan Jinpan Smart Technology Co.Ltd(688676) (hereinafter referred to as " Hainan Jinpan Smart Technology Co.Ltd(688676) " or "company") for initial public offering of shares and listing on the science and innovation board, in accordance with the administrative measures for securities issuance and listing sponsor business, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and the measures for continuous supervision of companies listed on the science and Innovation Board (for Trial Implementation) 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 the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation have verified the temporary replenishment of working capital by Hainan Jinpan Smart Technology Co.Ltd(688676) using some idle raised funds. The details are as follows: I. Basic information of raised funds
According to the reply on Approving the registration of Hainan Jinpan Smart Technology Co.Ltd(688676) initial public offering of shares (zjxk [2021] No. 94) issued by China Securities Regulatory Commission, Hainan Jinpan Smart Technology Co.Ltd(688676) issued 42570000 RMB ordinary shares (A shares) to the public for the first time, with the issue price of 10.10 yuan per share, the total amount of raised funds of 42995700000 yuan, after deducting the issuance expenses (excluding value-added tax) of 7957707548 yuan, The net amount of funds actually raised was 35037992452 yuan. The availability of the above raised funds has been verified by Zhonghui Certified Public Accountants (special general partnership) and issued the capital verification report (zhhyy [2021] No. 0625). In order to standardize the use and management of the raised funds, according to the measures for the administration of the raised funds of listed companies of Shanghai Stock Exchange and the provisions of relevant laws and regulations, the company has carried out special account storage and management of the raised funds after the raised funds are received, The company and its subsidiary Wuhan Jinpan Intelligent Technology Co., Ltd. have signed the tripartite supervision agreement on the storage of raised funds with the recommendation institution Zheshang Securities Co.Ltd(601878) and the commercial bank with a special account for the storage of raised funds. For details, see the company's website at Shanghai Stock Exchange (www.sse. Com. Cn.) The announcement on the listing of Hainan Jinpan Smart Technology Co.Ltd(688676) initial public offering of shares on the science and Innovation Board disclosed.
2、 Basic information of investment projects with raised funds
According to the purpose of the raised funds disclosed in the prospectus of Hainan Jinpan Smart Technology Co.Ltd(688676) initial public offering and listing on the science and Innovation Board of the company and the resolutions of the 10th meeting of the second board of directors and the 13th meeting of the second board of directors, the net funds raised from the initial public offering of the company will be used for the following items:
Unit: 10000 yuan
No. project name: amount of raised funds to be invested after adjustment of total investment
1. Intelligent manufacturing project of energy-saving and environmental protection transmission and distribution equipment 39672552061187
2 R & D office center construction project 14426121442612
Total 54098673503799
The net amount of funds actually raised by the company in this offering is lower than the total investment of the above-mentioned projects, and the insufficient part will be solved by self raised funds.
As of March 31, 2022, the company has invested 863362 million yuan in the above-mentioned raised investment projects, with a utilization ratio of 24.64%, and the project construction is progressing normally; The balance of the company's raised capital account is RMB 75037900 (excluding the cash management products purchased and the balance of temporary supplementary working capital).
3、 Temporary replenishment of working capital with some idle raised funds in the previous use
On the premise that the proposal on the temporary use of the idle funds raised by the company (including the amount of RMB 10000) for the second meeting of the board of directors is approved on April 2021 to ensure the safe use of the idle funds raised by the company, the second meeting of the board of directors will not be held on April 2021 Daily operation and other production and operation activities related to the main business shall be valid within 12 months from the date of deliberation and approval at the 11th meeting of the second board of directors of the company. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 23, 2021 The announcement of Hainan Jinpan Smart Technology Co.Ltd(688676) on temporarily replenishing working capital with some idle raised funds (Announcement No.: 2021014) disclosed.
According to the above resolution, the company actually used 9531514732 yuan of idle raised funds to temporarily supplement working capital within the specified period, and made reasonable arrangements and use of the funds, which did not affect the normal progress of the investment plan of the raised funds, and the use of the funds was good. On April 11, 2022, the company has returned all the raised funds of RMB 9531514732 temporarily replenishing working capital to the special account for raised funds in advance. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 12, 2022 The announcement of Hainan Jinpan Smart Technology Co.Ltd(688676) on returning idle raised funds temporarily replenishing working capital (Announcement No.: 2022020) disclosed.
4、 The plan of temporarily replenishing working capital with some idle raised funds this time
In order to improve the use efficiency of the raised funds and reduce the financial cost of the company, the company will temporarily supplement the working capital with idle raised funds of no more than RMB 100 million (including this amount) according to the fund use plan of the raised funds investment project and the construction progress of the project, on the premise of ensuring that the progress of the raised funds investment project, the normal production and operation of the company and the safety of funds are not affected, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company, and the company will return it to the special account for raised funds in time according to the progress and demand of the investment project of raised funds at any time.
The use of some idle raised funds to temporarily supplement the working capital is only used for the company's business development, daily operation and other production and operation activities related to the main business, and shall not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds and other transactions through direct or indirect arrangements. There is no change or disguised change in the use purpose of the raised funds, It will not affect the normal progress of the investment plan of raised funds.
5、 Relevant review procedures
On April 15, 2022, the 21st Meeting of the second board of directors and the 16th meeting of the second board of supervisors considered and approved the proposal on the company's use of some idle raised funds to temporarily supplement working capital, and agreed that the company would not affect the progress of the investment projects of the raised funds, the normal production and operation of the company and the safety of the raised funds, If the idle fund raised by the company is not used for more than RMB 10000 months after the board of directors deliberates on it, it shall not be used for more than 12 months. The independent directors of the company have expressed their explicit consent to the above matters. The review procedures comply with the requirements of 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 the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
Hainan Jinpan Smart Technology Co.Ltd(688676) the use of some idle raised funds for temporary replenishment of working capital has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their explicit consent, fulfilled the necessary internal approval procedures, and complied with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange Regulations such as self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation Hainan Jinpan Smart Technology Co.Ltd(688676) using part of the idle raised funds to supplement the working capital temporarily can improve the use efficiency of the raised funds, there is no change or disguised change in the use purpose of the raised funds, will not affect the normal progress of the investment plan of the raised funds, and is in line with the interests of the company and all shareholders.
In conclusion, the recommendation institution has no objection to Hainan Jinpan Smart Technology Co.Ltd(688676) this use of some idle raised funds to temporarily supplement working capital.
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