About Huatai United Securities Co., Ltd
Suzhou Tfc Optical Communication Co.Ltd(300394) verification opinions on cash management using some idle raised funds and self owned funds
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor”) as a sponsor of Suzhou Tfc Optical Communication Co.Ltd(300394) (hereinafter referred to as ” Suzhou Tfc Optical Communication Co.Ltd(300394) “, “company” or “issuer”) issuing shares to specific objects in 2020, according to the administrative measures for listing recommendation business of securities issuing bank The provisions of relevant laws and regulations such as 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 by listed companies, The cash management of Suzhou Tfc Optical Communication Co.Ltd(300394) and its subsidiaries using some idle raised funds and self owned funds is verified as follows:
1、 Basic information of raised funds
According to the reply on approving Suzhou Tfc Optical Communication Co.Ltd(300394) the registration of issuing shares to specific objects issued by China Securities Regulatory Commission (zjxk [2020] No. 2747), the company’s application for registration of issuing shares to specific objects has been approved. The company actually issued 18424753 ordinary shares in RMB to specific objects at an issue price of 42.66 yuan per share, raising a total of 785999962.98 yuan. After deducting the expenses related to the issuance of RMB 8953230.56 (excluding tax), the net amount of funds actually raised by the company is RMB 777046732.42. Notarial Tianye Certified Public Accountants (special general partnership) has verified the availability of the raised funds and issued the capital verification report (Sugong w [2021] B003) on January 15, 2021.
2、 Investment projects committed to raising funds in issuance application documents
According to the investment plan of the project and the prospectus for the use of the funds raised on the gem:
Unit: 10000 yuan
Project name total investment amount of the project amount of raised funds to be used
High speed optical engine construction project for 5g and data center 78600
Total 78600
Unit: Yuan
Amount of raised funds to be used after project name adjustment
High speed optical engine construction project for 5g and data center 777046732.42
Total 777046732.42
At present, the company and its subsidiaries are orderly promoting the construction of investment projects with raised funds in accordance with the use plan of raised funds. As the construction of projects invested with raised funds needs a certain period, some of the raised funds will be temporarily idle. The company and its subsidiaries will conduct cash management on the temporarily idle raised funds without affecting the construction and normal operation of the investment projects with raised funds.
3、 Basic information of cash management using some idle raised funds and self owned funds this time
1. Investment purpose
In order to improve the use efficiency of funds, the company and its subsidiaries can reasonably use some idle raised funds and temporarily idle self owned funds for cash management without affecting the construction and normal operation of investment projects with raised funds, which can increase the capital income and obtain more returns for the company and shareholders.
2. Investment quota and term
According to the current use of funds of the company and its subsidiaries, the construction progress of investment projects invested by raised funds and considering maintaining sufficient liquidity, the company and its subsidiaries intend to use idle raised funds of no more than 75 million yuan and self owned funds of no more than 75 million yuan for cash management, with a period of 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Within the validity period of the above quota and resolution, it can be used circularly. After the cash management of idle raised funds expires, it will be returned to the special account for raised funds in time.
3. Investment varieties
(1) Idle raised funds: the company and its subsidiaries will strictly control risks in accordance with relevant regulations, strictly evaluate the input of investment products, purchase financial products with high safety and good liquidity with an investment period of no more than 12 months, and will not be used for stocks and their derivatives, securities investment funds and financial products with securities investment as the subject matter.
(2) Self owned funds: the products that the company and its subsidiaries intend to use self owned funds for cash management are financial products with high security and good liquidity.
4. Implementation mode
Within the above limit, the general manager of the company is authorized to exercise the investment decision-making power, sign relevant contract documents, and the financial director of the company is responsible for the specific implementation of relevant matters.
5. Association description
The company shall not be associated with the issuer of financial products.
6. Information disclosure
The company will complete the information disclosure in accordance 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 guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant requirements.
4、 Investment risk analysis and risk control measures
(I) investment risk
1. Although short-term financial products belong to low-risk investment varieties, the financial market is greatly affected by macro-economy, and the impact of market fluctuations on this investment cannot be ruled out;
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;
3. Operation, supervision and risk management of relevant staff.
(II) risk control measures
1. When the company and its subsidiaries conduct cash management, they will choose financial products with good liquidity and high security, and clarify the amount, term, investment variety, rights, obligations and legal liabilities of both parties.
2. The company and its subsidiaries will analyze and track the change of net value of products in real time. If the assessment finds that there are risk factors that may affect the company’s capital safety, they will take corresponding measures in time to control investment risk.
3. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.
4. The internal audit department of the company shall daily supervise the use of funds and report to the audit committee of the board of directors. 5. The company will disclose the investment products and relevant profits and losses during the reporting period in the periodic report in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Impact on the company’s operation
1. On the premise of ensuring normal operation and fund safety, the company and its subsidiaries conduct appropriate cash management with temporarily idle raised funds and self owned funds, which will not affect the normal progress of raised funds projects and the normal production and operation activities of the company and its subsidiaries.
2. Through appropriate investment in cash management products with high security and good liquidity, we can improve capital use efficiency, obtain good investment return, further improve the overall performance level of the company and fully protect the interests of shareholders.
6、 Relevant review and approval procedures and special opinions
(I) deliberations of the board of directors
The company held the 7th interim meeting of the 4th board of directors on January 11, 2022, deliberated and approved the proposal on cash management using some idle raised funds and self owned funds: it agreed that the company and its subsidiaries would not affect the normal implementation progress and normal operation of the investment projects with raised funds, Use idle raised funds of no more than 75 million yuan and self owned funds of no more than 75 million yuan for cash management and purchase financial products with good investment safety and liquidity. The term is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Within the validity period of the above quota and resolution, it can be recycled and used.
(II) deliberations of the board of supervisors
On January 11, 2022, the company held the sixth interim meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on cash management using some idle raised funds and self owned funds. The board of supervisors believes that the company and its subsidiaries use some idle raised funds and self owned funds for cash management this time, which is conducive to improving the use efficiency of funds, does not change the investment direction of raised funds and damage the interests of shareholders, and meets the needs of the company and all shareholders. Without affecting the normal implementation progress and normal operation of the raised investment project, the board of supervisors agrees that the company and its subsidiaries use idle raised funds of no more than RMB 75 million and their own funds of no more than RMB 75 million for cash management for the purchase of financial products with high safety and good liquidity, The maximum period for the raised funds to purchase a single financial product shall not exceed 12 months.
(III) opinions of independent directors
The independent directors of the company believe that under the premise of ensuring normal operation and not affecting the construction progress of projects invested with raised funds, The decision to use idle raised funds of no more than 75 million yuan and self owned funds of no more than 75 million yuan for cash management complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies of China Securities Regulatory Commission, the rules for the listing of stocks on the gem of Shenzhen Stock Exchange The relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM are conducive to improving the use efficiency of funds. At the same time, the cash management of idle raised funds used by the company and its subsidiaries does not affect the projects and use of raised funds, nor does it change the purpose of raised funds in a disguised manner, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
Therefore, the independent directors unanimously agree that the company and its subsidiaries use idle raised funds of no more than 75 million yuan and their own funds of no more than 75 million yuan for cash management, and agree to submit this matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
7、 Verification opinions of the recommendation institution
After verification, Huatai United Securities believes that the company and its subsidiaries’ use of some idle raised funds and self owned funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, fulfilled the necessary approval procedures, and still need to be submitted to the general meeting of shareholders for deliberation. This matter complies with the provisions 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 guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on gem. The company’s use of idle raised funds and its own funds for cash management this time is conducive to improving the use efficiency of funds and increasing the company’s income. There is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. In conclusion, the recommendation institution has no objection to Suzhou Tfc Optical Communication Co.Ltd(300394) and its subsidiaries’ use of some idle raised funds and self owned 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 Huatai United Securities Co., Ltd. on Suzhou Tfc Optical Communication Co.Ltd(300394) using some idle raised funds and self owned funds for cash management) sponsor representative (signature):
Qian Ya understands LAN
Huatai United Securities Co., Ltd. (official seal) January 11, 2022
