Dongguan Securities Co., Ltd
About Guangdong Kitech New Material Holding Co.Ltd(300995)
Verification opinions on cash management using part of its own funds and idle raised funds Dongguan Securities Co., Ltd. (hereinafter referred to as "sponsor" or "Dongguan securities") is the sponsor of initial public offering and listing of Guangdong Kitech New Material Holding Co.Ltd(300995) (hereinafter referred to as " Guangdong Kitech New Material Holding Co.Ltd(300995) " or "company"), In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, The matters of Guangdong Kitech New Material Holding Co.Ltd(300995) using part of its own funds and idle raised funds for cash management are verified as follows:
1、 Basic information of raised funds
With the approval of the reply on Approving the registration of Guangdong Kitech New Material Holding Co.Ltd(300995) initial public offering (zjxk [2021] No. 1147) issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the company publicly issued 21.04 million RMB ordinary shares to the public, with a par value of RMB 1.00 per share, an issue price of RMB 14.72 per share and a total raised capital of RMB 30970880000, After deducting various issuance expenses of RMB 3959814792 (excluding tax), the net amount of funds actually raised is RMB 27011065208. The above raised funds have been verified by ShineWing Certified Public Accountants (special general partnership) on May 19, 2021 and issued xyzh / 2021gzaa30187 capital verification report.
2、 Use of raised funds
In order to regulate the management and use of the company's raised funds and protect the rights and interests of investors, the company complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, 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 GEM listed companies and the company's management system for raised funds, On June 4, 2021, the company and its subsidiaries signed the tripartite supervision agreement on raising funds with the sponsor Dongguan Securities Co., Ltd., Shanghai Pudong Development Bank Co.Ltd(600000) Guangzhou Zhongshan branch, China Construction Bank Corporation(601939) Jiangmen high tech sub branch, Industrial Bank Co.Ltd(601166) Jiangmen high tech Development Zone Technology sub branch. For details, see the company's website on June 8, 2021（ http://www.cn.info.com.cn. ）Announcement on signing the tripartite supervision agreement for raised funds disclosed by the company.
In 2021, the company actually used 10480404948 yuan of raised funds for investment projects with raised funds, and the accumulated used raised funds were 10480404948 yuan; Using the temporarily idle raised funds for cash management of 13 Shanghai Pudong Development Bank Co.Ltd(600000) 000 yuan, the financial income obtained is 40532869 yuan and the interest income is 180281581 yuan; After deducting the accumulated service charge of 133952 yuan and account management fee of 475.00 yuan, the balance of the special account for raised funds on December 31, 2021 was 3151293258 yuan. See the company's website on cninfo for details（ http://www.cn.info.com.cn. ）Special report on the deposit and use of raised funds in 2021.
3、 Basic information of cash management using part of its own funds and idle raised funds
(I) amount and term
The company and its subsidiaries within the scope of consolidated statements intend to use their own funds of no more than 300 million yuan (including the principal amount) and idle raised funds of no more than 160 million yuan (including the principal amount) for cash management. The service life is effective within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and term, the funds can be used on a rolling basis. When the cash management of temporarily idle raised funds expires, it will be returned to the special account for raised funds in time.
(II) investment varieties
For idle raised funds, the company plans to purchase products with high security, good liquidity, low risk, term not exceeding 12 months or transferable and withdrawable in advance, including but not limited to structural deposits, agreed deposits, large amount certificates of deposit, principal guaranteed financial management, income certificates and varieties of reverse repurchase of national bonds. The above 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. The company will promptly announce the opening or cancellation of the special settlement account for products.
The company will also strictly control risks in accordance with relevant regulations, strictly evaluate the cash management products to be purchased with its own funds, and plan to purchase cash management products with high safety and good liquidity. The purchase channels include but are not limited to commercial banks, securities companies and other financial institutions. The relevant product varieties do not involve high-risk investments such as securities investment and derivatives trading stipulated in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM.
(III) implementation mode
Within the validity period and limit, authorize the management to make investment decisions, including but not limited to: selecting qualified financial institutions, varieties of financial products, clarifying the investment amount, investment period, negotiating and communicating contracts or agreements, etc; Within the scope of the above investment quota, the chairman's representative is authorized to sign relevant contract documents, and the financial department of the company is responsible for the organization, implementation and management.
(IV) distribution of cash management income
The company's income from using idle raised funds for cash management 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. (V) information disclosure
The company will do a good job of information disclosure in accordance with the relevant 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 Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM.
(VI) description of association relationship
The company plans to purchase investment products from financial institutions that do not have a related relationship. This time, the use of some of its own funds and idle raised funds for cash management will not constitute a related party transaction.
(VII) investment risk
1. Although the investment products have been strictly evaluated, the financial market is greatly affected by the macro-economy. It is not ruled out that the investment is affected by market fluctuations.
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.
(VIII) risk control measures
1. When the company uses idle raised funds or its own funds to purchase investment products, it will choose investment products with high safety and good liquidity, and clarify the amount, variety and term of investment products, as well as the rights, obligations and legal liabilities of both parties.
2. The Finance Department of the company will check the account balance with the bank in time and do a good job in financial accounting. Once it is found that there are risk factors that may affect the safety of the company's funds, it will take preservation measures in time to control the investment risk, and conduct real-time analysis and tracking on the use and custody of the funds of the invested products.
3. The internal audit department of the company is responsible for the audit and supervision of investment and financial products and custody, and regularly carry out internal audit on the use and custody of raised funds and idle self owned funds.
4. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
(IX) impact on the company
The company adheres to standardized operation and realizes the preservation and appreciation of assets on the premise of preventing risks. Under the condition of ensuring the construction of investment projects with raised funds and the normal operation of the company, the company uses part of its own funds and idle raised funds for cash management, which will not affect the construction of projects with raised funds and the normal development of its main business, and there is no direct or indirect change in the purpose of raised funds in disguised form. At the same time, it can improve the efficiency of fund use, Obtain certain income and obtain more returns for the company and shareholders.
4、 Review procedures and relevant opinions for implementation
(I) deliberations of the board of directors
On April 15, 2022, the 11th meeting of the third board of directors of the company deliberated and approved the proposal on using part of its own funds and idle raised funds for cash management. On the premise of ensuring that it does not affect the construction needs of investment projects with raised funds, ensuring the normal operation of the company and effectively controlling risks, and in order to improve the efficiency of the use of funds and increase the return of shareholders, It is agreed that the company will use idle raised funds of no more than 160 million yuan and its own funds of no more than 300 million yuan for cash management. The funds can be used on a rolling basis within the approved investment quota and term. Within the approved limit, the chairman's representative is authorized to sign relevant contract documents, and the Finance Department of the company is responsible for the organization, implementation and management. The matter still needs to be submitted to the general meeting of shareholders for deliberation.
(II) deliberation of the board of supervisors
On April 15, 2022, the 10th meeting of the third board of supervisors of the company deliberated and approved the proposal on using part of its own funds and idle raised funds for cash management. The company's use of idle own funds and idle raised funds for cash management will not affect the normal development of the company's main business, and there is no damage to the interests of the company and minority shareholders, which is in line with the requirements of China Securities Regulatory Commission Relevant provisions of Shenzhen Stock Exchange. The board of supervisors agreed that the company should use idle raised funds of no more than 160 million yuan and its own funds of no more than 300 million yuan for cash management.
(III) opinions of independent directors
The independent directors believe that the company can effectively improve the use efficiency of the raised funds and protect the interests of shareholders by using the temporarily idle raised funds and its own funds for cash management without affecting the normal progress of the investment plan of the raised funds and the safety of the raised funds and the daily operation of the company. It will not conflict with the implementation plan of the investment project of the raised funds, nor will it change the investment direction of the raised funds in a disguised manner There is no situation that damages the interests of the company and all shareholders, especially minority shareholders, Comply with the requirements of relevant laws, regulations and rules, 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, 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 GEM listed companies, the articles of association of the company, the management system of raised funds and so on, The decision-making procedure is legal and effective. To sum up, we unanimously agree that the company uses part of its own funds and idle raised funds for cash management, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's proposal on using part of its own funds and idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors, and the independent directors have expressed their consent. Using part of its own funds and idle raised funds for cash management is conducive to improving the use efficiency of funds and obtaining more investment income for the company and shareholders. The recommendation institution has no objection to the company's implementation of the matter, which can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval.
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(there is no text on this page, which is the signature page of Dongguan Securities Co., Ltd. on the verification opinions of Guangdong Kitech New Material Holding Co.Ltd(300995) using part of its own funds and idle raised funds for cash management)
Sponsor representative:
Wen bin, Yang Na
Sponsor: Dongguan Securities Co., Ltd
