Haitong Securities Company Limited(600837) about Xi’An Manareco New Materials Co.Ltd(688550)
Verification opinions on using some idle raised funds for cash management
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “recommendation institution”) as Xi’An Manareco New Materials Co.Ltd(688550) (hereinafter referred to as ” Xi’An Manareco New Materials Co.Ltd(688550) ” or “company”) makes initial public offering of shares and is listed on the science and innovation board, and continuously supervises the recommendation institution, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 11 – continuous supervision, 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, The company has verified the use of some temporarily idle raised funds for cash management. The details are as follows:
1、 Basic information of raised funds
With the approval of registration of Xi’An Manareco New Materials Co.Ltd(688550) initial public offering (zjxk [2020] No. 1582) by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the company publicly issued 17.55 million ordinary shares (A shares) to the public, with an issue price of 113.72 yuan per share and a total raised capital of 1995786000 yuan, The amount of various issuance expenses (excluding tax) is 15175013276 yuan, and the net amount of raised funds after deducting the issuance expenses is 184403586724 yuan. The availability of the above raised funds has been verified by Lixin Certified Public Accountants (special general partnership) and issued the capital verification report (Xin Kuai Shi Bao Zi [2020] No. za15366). The company and its subsidiaries managed the special account storage of raised funds in accordance with relevant regulations, and signed a tripartite supervision agreement on the special account storage of raised funds with the recommendation institution and the supervision Bank of the special account for raised funds.
2、 Basic information of cash management using some idle raised funds this time
(I) investment purpose
In order to improve the use efficiency of the company’s raised funds, increase the income of the company’s cash assets and obtain better investment returns for the company and shareholders, the company plans to use some idle raised funds for cash management on the premise of not affecting the normal implementation of the investment projects of the raised funds, not affecting the normal production and operation of the company and ensuring the safety of the raised funds. (II) types of investment products
The company will strictly control risks in accordance with relevant regulations and purchase principal guaranteed investment products of financial institutions with high safety and good liquidity (including but not limited to structural deposits, agreement deposits, call deposits, time deposits, certificates of deposit, etc.).
(III) investment amount and term
The total investment of cash management with some idle raised funds this time shall not exceed 1 billion yuan, and the service life shall not exceed 18 months from the date of deliberation and approval by the general meeting of shareholders. Within the above-mentioned limit and term, the funds can be recycled and used on a rolling basis and returned to the special account for raised funds after expiration.
(IV) validity of the resolution
The use of some temporarily idle raised funds for cash management will be submitted to the general meeting of shareholders of the company for deliberation after being deliberated and approved by the board of directors and the board of supervisors. The validity period is 18 months from the date of deliberation and approval by the general meeting of shareholders of the company.
(V) implementation mode
The company will authorize the chairman of the board of directors to fully exercise the decision-making power of cash management investment within the above limit and validity period, and sign relevant contract documents. The chief financial officer is responsible for organizing the financial department to carry out specific implementation and management.
(VI) information disclosure
The company will timely perform the obligation of information disclosure in accordance with the requirements of relevant laws, regulations and normative documents 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 science and Innovation Board of Shanghai Stock Exchange, and will not change the purpose of raised funds in a disguised form.
(VII) distribution of cash management income
The company uses part of the temporarily idle raised funds for cash management, and the proceeds shall be owned by the company. It shall give priority to making up the investment amount of the raised investment projects, and manage and use the funds in strict accordance with the requirements of the CSRC and Shanghai Stock Exchange on the regulatory measures for raised funds. After the cash management expires, it will be returned to the special account for raised funds.
3、 Impact on the company
The company plans to use part of the idle raised funds for cash management under the premise of complying with national laws and regulations, ensuring that it will not affect the progress of the company’s raised funds investment projects, effectively controlling investment risks and ensuring the safety of raised funds, which will not affect the company’s daily operation and the normal development of the raised funds investment projects, and there will be no damage to the interests of the company and shareholders.
Appropriate and timely cash management of some temporarily idle raised funds can improve the use efficiency of raised funds, increase the income of cash assets of the company and seek more return on investment for the company and shareholders.
4、 Risk control measures
(I) investment risk
In line with the principle of safeguarding the interests of the company and shareholders, the company strictly controls risks, strictly checks and makes prudent decisions. The investment products purchased by cash management this time are investment products of financial institutions with high safety, good liquidity and belong to low-risk investment varieties. Such investment products are mainly affected by monetary policies and other macroeconomic policies. The company will make reasonable investment according to the economic situation and changes in the financial market, and intervene in a timely and appropriate amount, but it does not rule out that the investment may be affected by market fluctuation risk, interest rate risk, policy risk, force majeure risk, etc.
(II) risk control measures
1. The company will handle the relevant cash management business in strict accordance with the relevant provisions of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the articles of association and the company’s management system for raised funds.
2. The company will timely analyze and track the investment direction of bank cash management products and project progress. Once adverse factors are found or judged, the company will immediately take corresponding preservation measures to strictly control investment risks.
3. Carefully select partners and select investment products with high safety and liquidity issued by banks and other financial institutions with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability.
4. The financial department of the company shall establish account management, establish and improve complete accounting accounts for the use of funds, operate cautiously, and do a good job in the accounting of the use of funds.
5. Independent directors, the audit committee of the board of directors and the board of supervisors have the right to supervise and verify the use of funds, and can hire professional institutions to audit when necessary.
5、 Review procedures and special opinions
On April 15, 2022, the company held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors, deliberated and approved the proposal on using some idle raised funds for cash management, and agreed that the company would use the idle raised funds with a limit of no more than RMB 1 billion for cash management. The service life would be effective within 18 months from the date of deliberation and approval by the general meeting of shareholders, and within the validity period of the above limit and resolution, It can be recycled and scrolled. The independent directors and the board of supervisors of the company have expressed clear consent to the above matters. The company has performed the necessary deliberation procedures for cash management with idle raised funds this time, which meets the relevant regulatory requirements.
This matter needs to be deliberated and approved by the general meeting of shareholders of the company.
(I) opinions of independent directors
The independent directors believe that the company’s use of some idle raised funds for cash management is carried out on the premise of ensuring the normal operation of the investment projects of raised funds and the safety of raised funds, which will not affect the normal construction of the projects of raised funds and the normal use of the raised funds of the company. The company’s cash management of idle raised funds this time is conducive to improving the use efficiency of raised funds, increasing the company’s income and obtaining a better return on investment for the company and shareholders. The approval procedure of the proposal complies with the provisions and requirements of relevant laws, regulations and normative documents 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 science and Innovation Board of Shanghai Stock Exchange, and there is no disguised change in the investment direction of raised funds and damage to the interests of shareholders, especially small and medium-sized shareholders, which is in line with the development needs of the company. To sum up, we unanimously agree to the proposal on cash management using some idle raised funds and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(II) opinions of the board of supervisors
The relevant matters, contents and deliberation procedures of the company’s cash management with idle raised funds this time comply with the relevant provisions of the CSRC and Shanghai Stock Exchange on the use of raised funds, will not affect the construction of investment projects and the use of raised funds, will not change the purpose of raised funds in a disguised manner and damage the interests of shareholders, and will not have an adverse impact on the production and operation of the company. It is agreed that the company will use the idle raised funds of no more than 1 billion yuan for cash management on the premise of ensuring that the normal progress of the company’s investment plan of raised funds will not be affected.
6、 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 by the board of directors and the board of supervisors, and the independent directors have expressed their explicit consent. This matter still needs to be submitted to the general meeting of shareholders for deliberation, which complies with relevant laws and regulations, and the company has fulfilled the corresponding legal procedures at this stage. By investing in financial products with high safety and good liquidity, the company can improve the use efficiency of funds, does not involve changing the purpose of raised funds in disguise, and does not affect the normal progress of the investment plan of raised funds. It complies with the relevant provisions of 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 Shanghai Stock Exchange on the science and innovation board and the company’s management system of raised funds. The recommendation institution has no objection to the cash management of the company’s use of some idle raised funds this time.
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