Minmetals Securities Co., Ltd
About Emtek (Shenzhen) Co.Ltd(300938)
Continue to use some idle raised funds and self owned funds
Verification opinions on cash management
Minmetals Securities Co., Ltd. (hereinafter referred to as "Minmetals securities" or "sponsor") as a sponsor of initial public offering of Emtek (Shenzhen) Co.Ltd(300938) (hereinafter referred to as " Emtek (Shenzhen) Co.Ltd(300938) " or "company") and listing on the gem, in accordance with the administrative measures for securities issuance and listing sponsor business (2020) and the gem stock listing rules of Shenzhen Stock Exchange (revised in December 2020) The guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020), the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and other relevant provisions have verified the continued use of some idle raised funds and self owned funds to purchase financial products. The specific circumstances are as follows: 1 Basic information of raised funds
With the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on Approving the registration of Emtek (Shenzhen) Co.Ltd(300938) initial public offering of shares (zjxk [2021] No. 11), the Emtek (Shenzhen) Co.Ltd(300938) initial public offering of 16275000 RMB common shares (A shares), with a par value of 1.00 yuan per share and an issue price of 37.28 yuan / share, The total amount of raised funds is RMB 606732000, after deducting various issuance expenses (excluding tax) of RMB 67569100, the net amount of raised funds is RMB 539162900. The raised funds have been transferred to the designated account of the company on January 22, 2021. Lixin Certified Public Accountants (special general partnership) has verified the availability of funds for the company's initial public offering of shares on January 22, 2021 and issued the capital verification report xksbz [2021] No. ze10008. The company has adopted a special account for the raised funds, and signed the tripartite supervision agreement on the raised funds with the special account bank and the sponsor.
2、 Investment projects of raised funds and reasons for temporary idleness
(I) investment projects with raised funds
According to the prospectus of Emtek (Shenzhen) Co.Ltd(300938) initial public offering and listing on GEM (hereinafter referred to as the "prospectus"), the company will invest in the following projects according to priority after deducting the issuance expenses:
Unit: 10000 yuan
Estimated amount of raised funds invested No. project name estimated investment scale
Amount (10000 yuan)
1 relocation and expansion of East China testing base project 21501.67 21414.24
Inspection of automobile materials and parts in Guangzhou inspection base
2 7382.32 construction project of measuring platform
3 R & D center and information system construction project 6633.10 6633.10
Total 35517.09 35429.66
(II) use of raised funds
As of December 31, 2021, the company has used a total of 262068713.71 yuan of raised funds, and the net amount of bank deposit interest received less bank handling charges is 8831909.86 yuan, The balance of raised funds is 285926149.96 yuan (including 16126149.96 yuan for bank demand deposit, 239.8 million.00 yuan for large amount transferable deposit and 30000000.00 yuan for other demand financial products)
(III) idle raised funds
The project construction needs a certain period due to the raised funds. At present, the company is orderly promoting the progress of investment projects with raised funds in accordance with the use plan of raised funds. According to the actual construction progress of the project invested by the raised funds, some of the raised funds are idle in the short term. Without affecting the construction of investment projects with raised funds, normal production and operation of the company and ensuring the safety of funds, the company will reasonably use idle raised funds for cash management to improve the use efficiency of raised funds.
3、 Previous use of some idle raised funds and self owned funds for cash management
The company held the 12th meeting of the third board of directors and the 9th meeting of the third board of supervisors on February 3, 2021, and held the first extraordinary general meeting of shareholders in 2021 on February 19, 2021. The proposal on cash management using some idle raised funds and self owned funds was reviewed and approved, and the company's self owned funds were approved for cash management.
As of December 31, 2021, the company used some idle raised funds for cash management, and the outstanding balance was 269.8 million yuan, and the outstanding balance of cash management using its own funds was 200 million yuan. In view of the expiration of the above authorization limit, the company decided to continue to use some idle raised funds and its own funds for cash management.
4、 The use of temporarily idle raised funds and self owned funds for cash management this time
In order to improve the use efficiency of the raised funds and appropriately increase the storage income of the raised funds, the company, without affecting the normal progress of the investment plan of the raised funds, reasonably uses part of the idle raised funds and its own funds for cash management and increases the capital income according to the investment plan and construction progress of the raised funds investment project and on the premise of ensuring the safety of the funds, Obtain more return on investment for the company and shareholders.
1. Investment quota and term: it is proposed to use idle raised funds with a quota of no more than RMB 300 million and self owned funds with a quota of no more than RMB 300 million for cash management.
2. Investment varieties: used to purchase investment products with high security and good liquidity (including but not limited to large amount transferable certificates of deposit, structured deposits, agreed deposits, call deposits, time deposits, principal guaranteed financial management and treasury bond reverse repurchase varieties, among which the investment term of investment products purchased by using idle raised funds for cash management shall not exceed 12 months)
3. Validity period of the resolution: within 12 months from the date of deliberation and adoption by the general meeting of shareholders.
4. Source of funds: idle raised funds and self owned funds.
5. Implementation method: within 12 months from the date of deliberation and adoption by the general meeting of shareholders. Within the above limit and validity period, the funds can be recycled and used in a rolling manner. At the same time, the general meeting of shareholders is requested to authorize the chairman of the company to exercise the investment decision-making power within the above validity period and capital limit, and sign relevant contracts and documents.
6. Description of association relationship: there shall be no association relationship between the company and the issuer of financial products.
7. Information disclosure: the company will timely disclose the specific progress of purchasing financial products in accordance with the Shenzhen Stock Exchange gem stock listing rules (revised in December 2020), Shenzhen Stock Exchange GEM listed companies' standardized operation guidelines (revised in 2020) and other relevant requirements.
5、 Investment risk and risk control measures
(I) investment risk
1. Although the financial 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.
(II) for investment risk, the company plans to take the following measures:
1. The company will strictly abide by the principle of prudent investment and choose low-risk investment varieties. It shall not be used for other securities investment, and shall not purchase bank financial products with stocks and their derivatives and unsecured bonds as the investment object.
2. The company will timely analyze and track the investment direction of financial products. During the financial management of the above financial products, the company will maintain close contact with relevant financial institutions, timely track the operation of financial funds, strengthen risk control and supervision, and strictly control the safety of funds.
3. The internal audit department of the company shall conduct daily supervision on the use and custody of financial funds, and regularly audit and verify the use of financial funds.
4. The board of supervisors and independent directors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
5. The company will timely disclose relevant information in accordance with the relevant provisions of Shenzhen Stock Exchange. 6、 Impact on the daily operation of the company
Based on the principles of standardized operation, risk prevention and prudent investment, the company uses some idle raised funds and its own funds for cash management, which is implemented on the premise of not affecting the normal progress of the investment plan of raised funds and the normal operation of the company. There is no situation of changing the purpose of raised funds in a disguised manner, nor does it affect the normal operation of the investment projects of raised funds. Through appropriate cash management, we can improve the company's capital use efficiency, obtain certain investment income, and seek more investment returns for the company and shareholders.
7、 Decision making procedure
The continued use of some idle raised funds and self owned funds for cash management has been deliberated and adopted at the 25th meeting of the third board of directors and the 17th meeting of the third board of supervisors, and all independent directors have expressed their consent to the above matters.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's continued use of some idle raised funds and its own funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company. The board of directors of the company submitted the matter to the general meeting of shareholders for deliberation, and all independent directors have expressed their independent opinions with explicit consent and fulfilled the necessary approval procedures; The company's continued use of idle raised funds and its own funds for cash management this time complies with 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 gem of Shenzhen Stock Exchange (revised in December 2020) The guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and the company's management system for the use of raised funds do not change the use of raised funds in a disguised manner, which will not affect the normal implementation of the company's investment plan of raised funds; On the premise of ensuring the normal operation and capital demand of the company and not affecting the normal implementation of the investment projects with raised funds, the company can improve the capital use efficiency through cash management, which is in line with the interests of the company and all shareholders. Therefore, the sponsor has no objection to the company's continued use of some idle raised funds and its own funds for cash management.
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(there is no text on this page, which is the signature page of the verification opinions of Minmetals Securities Co., Ltd. on Emtek (Shenzhen) Co.Ltd(300938) continuing to use some idle raised funds and self owned funds for cash management) sponsor representative:
Wang Wenlei, Shi Wei
Minmetals Securities Co., Ltd
