Guosen Securities Co.Ltd(002736)
About Shanghai Yachuang Electronics Group Co., Ltd
Verification opinions on cash management using part of its own funds and idle raised funds
Guosen Securities Co.Ltd(002736) (hereinafter referred to as " Guosen Securities Co.Ltd(002736) " and "sponsor") as the sponsor of Shanghai Yachuang Electronics Group Co., Ltd. (hereinafter referred to as "Yachuang Electronics" and "the company") for initial public offering of shares and listing on the gem, in accordance with the measures for the administration of securities issuance and listing sponsor business and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies In accordance with the requirements of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange on the gem and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, Guosen Securities Co.Ltd(002736) checked the cash management of Yachuang electronics using some idle raised funds, and issued the following verification opinions: I. Basic information of raised funds
With the approval of China Securities Regulatory Commission on Approving the registration of Shanghai Yachuang Electronics Group Co., Ltd. in its initial public offering (zjxk [2021] No. 2804), the company issued 20000000 ordinary shares (A shares) for the first time, with a par value of RMB 1 per share, an issue price of RMB 21.99 per share and a total raised capital of RMB 43980000000, After deducting the recommendation and underwriting fee (excluding value-added tax) of 3734150943 yuan and other issuance expenses (excluding value-added tax) of 1864521537 yuan, the net amount of raised funds is 38381327520 yuan. The above raised funds have been verified in the capital verification report (Ernst & Young Huaming (2021) Yan Zi No. 61278344b01) issued by Ernst & Young Huaming Certified Public Accountants (special general partnership) on November 15, 2021. In order to standardize the management of the company's raised funds, the company has opened a special account for the raised funds and implemented the special account management for the raised funds. The company and its subsidiaries have signed a tripartite supervision agreement on the raised funds with the banks and sponsors that deposit the raised funds. 2、 Investment projects with raised funds
According to the prospectus on initial public offering and listing on GEM and the proposal on adjusting the investment amount of raised funds of raised investment projects deliberated and adopted at the 11th meeting of the first board of directors, the company plans to invest in the following projects after deducting the issuance expenses:
Unit: 10000 yuan
No. project name: total investment amount of raised funds after adjustment: cumulative amount to be invested by the end of 2021 amount invested in raised funds
1. Construction project of Automotive Electronics Research Institute 1383854700000-
2 automobile electronic components promotion project 282682622881331400745
3 automotive chip IC design project 1254795850 Wasu Media Holding Co.Ltd(000156) 475
Total 546547538381331557220
Given that the construction of projects invested with raised funds needs a certain period, at present, the company is orderly promoting the progress of projects invested with raised funds in accordance with the use plan of raised funds. According to the 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, the 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. The use of temporarily idle raised funds for cash management does not change the purpose of raised funds in a disguised manner.
3、 The basic situation of cash management using some self owned funds and idle raised funds this time
(I) investment purpose
In order to improve the use efficiency of the company's funds and make rational use of idle funds, the company plans to use part of its own funds and idle raised funds for cash management without affecting the construction of investment projects with raised funds, the normal production and operation of the company and ensuring the safety of funds, so as to better maintain and increase the value of the company's cash and protect the interests of all shareholders of the company, especially the interests of minority shareholders.
(II) types of investment products
The company will strictly control risks and strictly evaluate investment products in accordance with relevant regulations. Investment products must meet the requirements of no more than 12 months of investment period, high safety and good liquidity. The use of idle raised funds for cash management shall not affect the normal progress of the investment plan of raised funds. Investment products shall not be pledged, and the special settlement account for products shall not be used for non raised funds or other purposes. If the special settlement account for products is opened or cancelled, the company will timely submit it to Shenzhen stock exchange for filing and announcement; Using idle self owned funds for cash management, the relevant products purchased do not involve high-risk investment behaviors such as stocks and their derivatives, fund investment and futures investment as specified in the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM.
(III) investment amount and term
The funds shall be subject to cash management (including idle raised funds of no more than 100 million yuan and self owned funds of no more than 100 million yuan), and the service life shall be effective within 12 months from the date of deliberation and approval by the board of directors. Within the above limit and term, the funds can be used in a circular and rolling manner, and will be returned to the special account for raised funds in time after the expiration of cash management. At the 11th meeting of the first board of directors and the 9th meeting of the first board of supervisors held on December 10, 2021, the cash management limit of 150 million yuan (including this amount) of temporarily idle raised funds approved by the company will not be used after the proposal is considered and approved at the 13th meeting of the first board of directors.
(IV) implementation mode
After the above matters are considered and approved by the board of directors, the management of the company is authorized to organize the financial department of the company to implement them within the above validity period and capital limit, and the general manager is authorized to sign relevant contracts and documents.
(V) distribution of cash management income
The company's income from using idle raised funds for cash management will be managed and used in strict accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on the regulatory measures for raised funds. (VI) information disclosure
The company will timely fulfill 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 guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM.
4、 Investment risk and risk control measures
(I) investment risk analysis
1. Although financial products have been strictly evaluated, the financial market is greatly affected by the macro-economy, and 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.
3. Operation and monitoring risks of relevant staff.
(II) for investment risks, 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. 5、 Impact on the daily operation of the company
Based on the principles of standardized operation, risk prevention, prudent investment, value preservation and appreciation, the company uses some idle self owned funds and raised funds for cash management, which is implemented on the premise of ensuring the normal operation of the company and the normal implementation of the use plan of raised funds, which will not affect the normal development of the company's daily operation and the construction of raised funds, and there is no change in the purpose of raised funds in a disguised manner. Through appropriate cash management, we can improve the use efficiency of funds, obtain certain investment benefits, seek more investment returns for the company and shareholders, and fully protect the interests of shareholders. Comply with the provisions of 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 gem shares of Shenzhen Stock Exchange, and the relevant arrangements of issuance application documents.
6、 Relevant review procedures and opinions
(I) deliberations of the board of directors
On April 21, 2022, the company held the 13th meeting of the first board of directors, deliberated and approved the proposal on using part of its own funds and idle raised funds for cash management, and agreed that the company would not affect the construction of investment projects with raised funds, normal production and operation and ensure the safety of funds, Use self owned funds and idle raised funds of no more than RMB 200 million (including this amount) for cash management (including idle raised funds of no more than RMB 100 million and self owned funds of no more than RMB 100 million), choose the opportunity to buy short-term investment and financial products with high safety, good liquidity and a term of no more than 12 months, and the service life is valid within 12 months from the date of deliberation and approval by the board of directors. Within the above limit and time limit, the funds can be recycled and used on a rolling basis, and the management of the company is authorized to authorize the general manager to sign relevant contracts and documents within the above validity period and fund limit. The specific matters shall be organized and implemented by the financial department of the company.
(II) deliberation of the board of supervisors
On April 21, 2022, the company held the 11th meeting of the first board of supervisors, deliberated and adopted the proposal on cash management using part of its own funds and idle raised funds. The board of supervisors believes that under the premise of the normal operation of the company and the normal implementation of the use plan of raised funds, using some idle own funds and raised funds for cash management can improve the use efficiency of funds, obtain certain investment benefits and seek more investment returns for the company and shareholders, It complies with the requirements of relevant provisions such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies. Therefore, The board of supervisors agrees that the company shall use its own funds and idle raised funds (including idle raised funds of no more than 100 million yuan and its own funds of no more than 100 million yuan) of no more than 200 million yuan, and the service life shall be effective within 12 months from the date of deliberation and approval by the board of directors. Within the above limit and time limit, the funds can be recycled and used on a rolling basis.
(III) opinions of independent directors
The independent directors of the company believe that: Based on the principles of standardized operation, risk prevention, prudent investment, value preservation and appreciation, the company uses some idle self owned funds and raised funds for cash management on the premise of ensuring the normal operation of the company and the normal implementation of the use plan of raised funds. Through appropriate cash management, the efficiency of fund use can be improved and certain investment benefits can be obtained, Seek more return on investment for the company and shareholders, and comply with the provisions of 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 GEM stocks of Shenzhen Stock Exchange, the self regulatory guidance for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, as well as the relevant arrangements of issuance application documents. Therefore, the independent directors agree that the company uses its own funds and idle raised funds of no more than RMB 200 million (including this amount) for cash management (including idle raised funds of no more than RMB 100 million and its own funds of no more than RMB 100 million).
7、 Opinions of the sponsor
The sponsor believes that the proposal of Yachuang electronics on using part of its own funds and idle raised funds for cash management has been deliberated and approved by the board of directors, the board of supervisors and independent directors have expressed clear consent, and the necessary deliberation procedures have been performed, It complies 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and so on. Under the condition of ensuring that the operation and investment projects with raised funds are not affected, the company uses its own funds and idle raised funds of no more than RMB 200 million (including this amount) for cash management (including idle raised funds of no more than RMB 100 million and its own funds of no more than RMB 100 million), which is conducive to improving the use efficiency of idle funds, reducing the company's financial expenses and increasing the company's income, The above matters do not change or change the purpose of the raised funds in a disguised form and damage the interests of shareholders, and will not affect the normal progress of the investment project of the raised funds. Therefore, the sponsor uses no more than RMB 200 million of its own funds and idle raised funds (including no more than RMB 100 million of idle raised funds and no more than 10,0 of its own funds) for the company this time
