Soochow Securities Co.Ltd(601555)
About Suzhou Huaya Intelligence Technology Co.Ltd(003043)
Verification opinions on cash management using some temporarily idle raised funds
Soochow Securities Co.Ltd(601555) (hereinafter referred to as ” Soochow Securities Co.Ltd(601555) ” or “sponsor”) as a sponsor of Suzhou Huaya Intelligence Technology Co.Ltd(003043) (hereinafter referred to as ” Suzhou Huaya Intelligence Technology Co.Ltd(003043) ” or “company”) for initial public offering and listing of shares, in accordance with the measures for the administration of securities Issuance and listing sponsor business, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the stock listing rules of Shenzhen Stock Exchange In accordance with the requirements of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business and other relevant provisions, the cash management of Suzhou Huaya Intelligence Technology Co.Ltd(003043) the temporarily idle raised funds has been verified. The details are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Suzhou Huaya Intelligence Technology Co.Ltd(003043) initial public offering of shares (zjxk [2021] No. 548) of China Securities Regulatory Commission, the company has Soochow Securities Co.Ltd(601555) adopted the balance underwriting method to publicly issue 20 million RMB ordinary shares (A shares) to the public, with an issue price of 19.81 yuan per share. The total amount of funds raised in this offering is 39620000000 yuan, After deducting the issuance expenses (excluding tax) of RMB 4660920000, the net amount of funds actually raised by the company is RMB 34959080000. The availability of the above raised funds has been verified by Tianheng Certified Public Accountants (special general partnership) on March 31, 2021, and it has issued Suzhou Huaya Intelligence Technology Co.Ltd(003043) capital verification report Tianheng Yanzi (2021) No. 00036.
2、 Fund raising projects
According to the prospectus for Suzhou Huaya Intelligence Technology Co.Ltd(003043) initial public offering of shares, all the funds raised by the company in this offering of shares will be used for projects related to the company’s main business after deducting the issuance expenses.
The investment projects of the raised funds are as follows:
Unit: 10000 yuan
No. project name total investment raised amount
1 precision metal structure expansion project 31659703165970
2 precision metal manufacturing service intelligent R & D center project 329938329938
Total 3495908
3、 Use of raised funds
As of December 31, 2021, the unused funds raised by the company’s public offering of shares amounted to 33839788763 yuan. During the implementation of the company’s investment project with raised funds, due to the actual needs of the project, the raised funds need to be invested gradually by stages, and there are temporarily idle raised funds.
4、 Details of cash management of temporarily idle raised funds
(I) management purpose
As the construction of the project invested with raised funds needs a certain period, according to the construction progress of the project invested with raised funds, the raised funds are temporarily idle in the short term at this stage.
In order to improve the use efficiency of funds, the company can reasonably use idle raised funds for cash management without affecting the construction of investment projects with raised funds, which can increase the return of funds, better maintain and increase the value of the company’s funds and protect the interests of the company’s shareholders.
(II) investment quota and term
According to the company’s current use of funds, the construction progress of raised investment projects and considering maintaining sufficient liquidity, the company plans to use the temporarily idle raised funds of no more than RMB 300 million for cash management, and the investment period shall not exceed 12 months. Within the above quota and period, the funds can be recycled and used on a rolling basis. The cash management of idle raised funds shall be returned to the special account for raised funds upon expiration.
(III) investment varieties
In order to strictly control the risk of capital use, this cash management is intended to be used to purchase short-term (no more than 12 months) low-risk investment products with high safety and good liquidity. The investment varieties of raised funds shall meet the requirements of capital preservation. The above investment varieties do not involve securities investment, and shall not be used for bank financial management or trust products for the purpose of stocks and their derivatives, securities investment funds and securities investment and unsecured creditor’s rights as the investment object. The above financial products shall not be used for pledge, and the income distribution shall be in the form of cash distribution.
(IV) validity of the resolution
The term of validity of this investment resolution shall be valid within 12 months from the date of deliberation and adoption by the board of directors of the company.
(V) investment decision and Implementation
Within the above investment quota and term, the management of the company is authorized to be responsible for daily implementation and handling specific matters, including but not limited to product selection, determination of actual investment amount, signing of agreement, etc.
(VI) information disclosure
The company will disclose the specific situation of the company’s cash management in a timely manner in accordance with the provisions of relevant laws and regulations, such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies.
5、 Investment risk and risk control measures
(I) investment risk
Although the products invested by the company belong to low-risk investment varieties, the financial market is greatly affected by the macro economy. The company will use relevant risk control measures to intervene in a timely and appropriate manner according to the economic situation and changes in the financial market, but it does not rule out the risk that the investment income does not meet the expectation due to the impact of market fluctuations.
(II) risk control measures
1. The company uses idle raised funds for cash management. It is only allowed to trade with financial institutions with legal business qualifications, and shall not trade with informal institutions. An investment product account must be established in the name of the company for trading, and it is not allowed to use the account of others to operate investment products. Investment products shall not be pledged. If a special settlement account for products is opened or cancelled, the company shall timely report to Shenzhen stock exchange for filing and perform the obligation of information disclosure.
The investment products shall not change the purpose of the raised funds in a disguised form, and shall not affect the normal operation of the raised funds. 2. The financial department of the company will timely analyze and track the investment direction and progress of investment products of cash management.
Once it is found that there are risk factors that may affect the safety of the company’s funds, preservation measures will be taken in time to control the investment risk.
3. The Audit Department of the company is responsible for auditing and supervising the use and custody of cash management funds and reporting to the audit committee of the board of directors.
4. The independent directors and the board of supervisors of the company have the right to conduct regular or irregular inspection on the cash management, and can hire professional institutions to audit when necessary.
6、 Impact on the company’s operation
The company’s cash management of idle raised funds this time is carried out on the premise of ensuring the normal use of funds required by the company’s raised investment projects, which will not affect the normal construction of the company’s raised funds and the normal development of daily business.
The company’s cash management of idle raised funds this time can effectively improve the use efficiency of funds, obtain certain investment benefits and obtain better investment returns for the company and shareholders.
7、 The review procedures for the use of idle raised funds for cash management this time
The 12th meeting of the second board of directors and the 10th meeting of the second board of supervisors reviewed and passed the proposal on using some idle raised funds for cash management, and agreed to use idle raised funds for cash management this time; The independent directors of the company carefully reviewed the proposal on the use of some idle raised funds for cash management, and expressed their explicit consent.
8、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
1. Suzhou Huaya Intelligence Technology Co.Ltd(003043) using idle raised funds for cash management has passed the deliberation of the board of directors and the board of supervisors, and all independent directors have expressed their independent opinions with explicit consent, which complies with relevant laws and regulations and has performed necessary legal procedures.
2. Suzhou Huaya Intelligence Technology Co.Ltd(003043) using idle raised funds for cash management complies with the relevant provisions of the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board and the guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, does not affect the normal operation of the investment projects of raised funds, and does not change the use purpose of raised funds in a disguised manner and damage the interests of shareholders.
In conclusion, the recommendation institution has no objection to Suzhou Huaya Intelligence Technology Co.Ltd(003043) the cash management of temporarily idle raised funds.
(there is no text on this page, which is the signature page of Soochow Securities Co.Ltd(601555) opinions on Suzhou Huaya Intelligence Technology Co.Ltd(003043) using some temporarily idle raised funds for cash management)
Sponsor representative:
Chen Xinci, Wang Maohua
Soochow Securities Co.Ltd(601555) April 18, 2022
