Guotai Junan Securities Co.Ltd(601211)
About Zhejiang Jindao Technology Co., Ltd
Verification opinions on using some idle raised funds for cash management
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” or “sponsor”) as the sponsor and continuous supervision organization of Zhejiang Jindao Technology Co., Ltd. (hereinafter referred to as “Jindao technology” or “company”) for initial public offering of shares and listing on the gem, in accordance with the measures for the administration of sponsorship business for securities issuance and listing and the rules for the listing of shares on the gem of Shenzhen Stock Exchange In accordance with the provisions of relevant laws, regulations and normative documents, such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the company has carefully verified the cash management of some idle raised funds. The verification results are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Zhejiang Jindao Technology Co., Ltd. (zjxk [2022] No. 119) approved by the China Securities Regulatory Commission, the company issued 25 million ordinary shares (A shares) in RMB for the first time, with a face value of 1.00 yuan per share, an issue price of 31.20 yuan per share and a total raised capital of 78 million yuan, After deducting the expenses related to the issuance of 7402276483 yuan (excluding value-added tax), the net amount of funds actually raised is 70597723517 yuan.
The availability of the above raised funds was verified by Tianjian Certified Public Accountants (special general partnership) on April 8, 2022 and issued the capital verification report (tianjianyan [2022] No. 123). After the above raised funds are received, the company manages the deposit and use of the raised funds in a special account, and has signed the tripartite supervision agreement on the special account for raised funds with the sponsor and the bank where the special account for raised funds is located.
2、 Use plan of raised funds
According to the fund-raising investment projects disclosed in the prospectus of Zhejiang Jindao Technology Co., Ltd. for initial public offering and listing on the gem, the funds raised from the company’s initial public offering will be invested in the following projects after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment to be invested in raised funds
1 new energy logistics transmission machinery and hydraulic transmission transformer 5841 Minmetals Capital Company Limited(600390) 0000 speed box construction project
2 technology R & D center project 654800 Shanghai Pudong Development Bank Co.Ltd(600000)
Total 64964004500000
Note: the part where the net amount of the raised funds exceeds the planned investment amount of the raised funds of the above projects is the over raised funds.
The construction of projects invested with raised funds needs a certain period. The company will orderly promote the investment projects with raised funds in accordance with the use plan of raised funds. According to the actual construction progress of the project invested with raised funds, some of the raised funds (including over raised funds) will be idle in the short term.
The company’s use of some idle raised funds for cash management is carried out on the premise of ensuring the funds required by the company’s raised investment projects and ensuring the safety of the raised funds. There is no behavior of changing the purpose of the raised funds in a disguised manner and will not affect the normal operation of the company’s raised funds investment projects.
3、 The use of some temporarily idle raised funds for cash management
(I) investment quota
The company plans to use the temporarily idle raised funds with an amount not exceeding RMB 380 million (including this amount) for cash management.
(II) investment period
The service life shall not exceed 12 months after the first extraordinary general meeting of shareholders in 2022. Within the above limit and period of validity, the funds can be used circularly.
(III) investment varieties
The company plans to use the temporarily idle raised funds (including over raised funds) of no more than 380 million yuan to buy products with high safety, good liquidity, low risk, a term of no more than 12 months or transferable and withdrawable in advance. 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. The above-mentioned cash management products shall not be used for pledge, and the special settlement account of the products shall not deposit non raised funds or be used for other purposes, and shall not be used for investment for the purpose of securities investment. If a special settlement account for products is opened or cancelled, the company will timely submit it to Shenzhen stock exchange for filing and announcement.
(IV) implementation mode
Within the above investment period and investment limit, the management of the company is authorized to make investment decisions, including: within the above investment limit, the management representative is authorized to sign relevant contract documents, and the specific matters are organized and implemented by the financial department of the company.
(V) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with the relevant requirements of the Shenzhen Stock Exchange GEM Listing Rules, 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 No. 2 – standardized operation of GEM listed companies. 4、 Investment risk and risk control measures
(I) investment risk analysis
1. Although the company plans to use idle raised funds to invest in low-risk products with high safety and good liquidity, the financial market is greatly affected by the macro-economy, and it is not excluded 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.
(II) risk control measures
1. When using idle raised funds to purchase financial products, the company will strictly abide by the principle of prudent investment, select low-risk financial products or deposit varieties with high safety and good liquidity, and clarify the amount, variety and term of financial products, as well as the rights, obligations and legal liabilities of both parties;
2. After the first extraordinary general meeting of the company in 2022 is approved, the company’s management and relevant financial personnel will continue to track the investment direction of bank financial products and the progress of the project. If adverse factors are found or judged, corresponding preservation measures will be taken in time to control investment risks;
3. The internal audit department of the company is responsible for auditing and supervising the use and custody of funds of financial management or deposit products, conducting comprehensive inspection on all financial management or deposit products on a regular basis, and reasonably predicting the possible gains and losses of various investments according to the principle of prudence;
4. 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;
5. After the expiration of the above cash management products, they will be transferred to the special account for raised funds specified in the raised funds supervision agreement for management;
6. The company will timely disclose relevant information in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Impact on the daily operation of the company
The company’s cash management with idle raised funds is carried out on the premise of ensuring the progress of the company’s investment projects with raised funds and ensuring the safety of funds, which will not affect the development and normal production and operation of the company’s investment projects with raised funds; At the same time, through appropriate cash management, we can obtain certain investment income and seek more investment returns for the company’s shareholders. There is no conflict with the implementation plan of the investment project with raised funds, and there is no situation of changing the investment direction of raised funds in disguise.
6、 The review procedures for the use of some idle raised funds for cash management this time
(I) deliberations of the board of directors
On April 16, 2022, the fourth meeting of the second board of directors of the company deliberated and approved the proposal on using some idle raised funds for cash management. After deliberation, the board of directors held that the use of some idle raised funds for cash management will not affect the normal development of the company’s main business and will not conflict with the implementation plan of investment projects with raised funds, It does not affect the normal progress of the investment project with raised funds, nor does it change the investment direction of raised funds in a disguised form and damage the interests of shareholders. The board of directors agrees that the company plans to use no more than RMB 380 million of idle raised funds (including over raised funds) for cash management on the premise of ensuring that the construction of investment projects with raised funds and the normal production and operation of the company will not be affected. The service life is effective within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above quota and period, the funds can be recycled and used on a rolling basis. The matter still needs to be submitted to the general meeting of shareholders for deliberation.
(II) deliberation of the board of supervisors
On April 16, 2022, the third meeting of the second session of the board of supervisors deliberated and approved the proposal on using some idle raised funds for cash management. After deliberation, the board of supervisors held that the company’s use of some idle raised funds for cash management will not affect the normal development of the company’s main business and will not conflict with the implementation plan of investment projects with raised funds, It does not affect the normal progress of the investment project with raised funds, nor does it change the investment direction of raised funds in a disguised form and damage the interests of shareholders. The board of supervisors agrees that the company plans to use no more than RMB 380 million of idle raised funds (including over raised funds) for cash management on the premise of ensuring that the construction of investment projects with raised funds and the normal production and operation of the company will not be affected. The service life is effective within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above quota and period, the funds can be recycled and used on a rolling basis.
(III) opinions of independent directors
After review, the independent directors of the company believe that on the premise of ensuring the construction of the raised funds and the normal operation of the company, the company makes rational use of some idle raised funds for cash management in combination with the implementation progress of the raised investment projects, which will help to improve the efficiency and income of the company’s fund use. The company’s decision-making procedures for cash management this time comply with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 2 – standardized operation of GEM listed companies and the articles of association, and there is no behavior of changing the purpose of raised funds in a disguised manner, It will not affect the promotion of investment projects with raised funds and the normal operation of the company. We unanimously agree that the company will use some temporarily idle raised funds for cash management, and agree to submit the matter to the general meeting of shareholders for deliberation.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of some idle raised funds for cash management has been deliberated and approved at the fourth meeting of the second board of directors and the third meeting of the second board of supervisors, and the independent directors have expressed their consent. The proposal was submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation, and the necessary legal procedures were performed, which is in line with the provisions of relevant laws, regulations and exchange rules. The company’s use of some idle raised funds for cash management complies with the provisions of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and there is no situation of changing the use purpose of raised funds in a disguised manner, It 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 the company’s use of some idle raised funds for cash management.
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(there is no text on this page, which is the signature and seal page of Guotai Junan Securities Co.Ltd(601211) opinions on the verification of Zhejiang Jindao Technology Co., Ltd. using some idle raised funds for cash management)
Sponsor representative:
Wang Sheng, Xue Bo
Guotai Junan Securities Co.Ltd(601211) mm / DD / yyyy
