Citic Securities Company Limited(600030)
About Shenzhen King Explorer Science And Technology Corporation(002917)
Verification opinions on cash management with idle raised funds and self owned funds
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) is the sponsor of Shenzhen King Explorer Science And Technology Corporation(002917) (hereinafter referred to as ” Shenzhen King Explorer Science And Technology Corporation(002917) ” and “company”) non-public offering of shares (hereinafter referred to as “this non-public offering”), In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other relevant provisions, The cash management matters of Shenzhen King Explorer Science And Technology Corporation(002917) using idle raised funds and self owned funds are verified as follows:
1、 Basic information of raised funds
Approved by the reply on approving Shenzhen King Explorer Science And Technology Corporation(002917) non-public offering of shares (zjxk [2021] No. 2103) of China Securities Regulatory Commission, the company is approved to issue no more than 81403200 new shares in a non-public manner. The total amount of funds actually raised by the company in this non-public offering is RMB 695584196.64. After deducting the issuance expenses of RMB 10655501.92 (excluding tax), the net amount of funds actually raised is RMB 684928694.72. ShineWing Certified Public Accountants (special general partnership) has verified the availability of the raised funds of the company’s non-public offering on January 6, 2022, and issued Shenzhen King Explorer Science And Technology Corporation(002917) capital verification report no. xyzh / 2022szaa20002.
2、 Investment projects and use of raised funds
The investment projects and use plans of the funds raised by the company’s non-public offering are as follows:
After deducting the issuance expenses from the total investment amount
No. project name (10000 yuan) proposed to be invested to raise funds
Net amount (10000 yuan)
1 blasting engineering service items 32057.68 32057.68
2 technical transformation and information construction project of civil blasting equipment production line 15208.91 15208.91
3 northern regional operation center and industrial information service industrialization project 24291.83 21226.28
After deducting the issuance expenses from the total investment amount
No. project name (10000 yuan) proposed to be invested to raise funds
Net amount (10000 yuan)
Total 71558.42 68492.87
As the construction of projects invested with raised funds needs a certain period, according to the construction progress of each project invested with raised funds, some of the raised funds are idle in the short term at this stage.
3、 Some idle raised funds and self owned funds are used for cash management this time
(I) investment purpose
In order to further improve the use efficiency of the company’s temporarily idle raised funds and idle self owned funds, the company reasonably uses the temporarily idle raised funds and idle self owned funds for cash management without affecting the construction and normal production and operation of the company’s investment projects with raised funds, so as to increase the company’s income and obtain more investment returns for the company and shareholders.
(II) investment quota and term
The company and its subsidiaries implementing the raised funds investment project intend to use the amount of no more than RMB 680 million to temporarily idle the raised funds to invest in cash management products with high safety, good liquidity and short-term (no more than 12 months), including but not limited to financial products, structured deposits, time deposits, large certificates of deposit, etc., which will be reviewed and approved by the board of directors The service life shall not exceed 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the validity period of the above quota and resolution, it can be recycled. When the cash management of temporarily idle raised funds expires, it will be returned to the special account for raised funds in time.
The company and its holding subsidiaries intend to use idle self owned funds of no more than RMB 45 million to invest in stable, low-risk and highly liquid cash management products. The above amount can be recycled and used within the validity period from the date of deliberation and approval by the general meeting of shareholders of the company.
(III) investment varieties
In order to control risks, the products to be invested by the company using the temporarily idle raised funds are cash management products with high security, good liquidity and short-term (no more than 12 months), including but not limited to financial products, structured deposits, time deposits, large certificates of deposit, etc. the main issuers of the products are commercial banks and other financial institutions that can provide principal guarantee commitments. The above investment varieties do not involve the provisions on venture capital in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. Investment products shall not be pledged, and the special settlement account for products shall not deposit non raised funds or be used for other purposes. Investment varieties do not need to be invested for the purpose of high-risk investments such as securities investment and derivatives trading
In order to improve the use efficiency of idle self owned funds, the company uses idle self owned funds to purchase stable, low-risk and high liquidity cash management products, including but not limited to financial products, structured deposits, time deposits, certificates of deposit, etc., without affecting the normal development and daily operation capital needs of the company and its holding subsidiaries; The term of each cash management product shall not exceed 12 months.
(IV) implementation mode
After the above matters are considered and approved by the board of directors and the general meeting of shareholders, the chairman of the company or the authorized personnel of the chairman of the board of directors are authorized to exercise the investment decision-making power within the limit and sign relevant legal documents, including but not limited to selecting the qualified issuer of financial products, clarifying the financial amount, selecting the variety of financial products, signing contracts, etc.
4、 Investment risk and risk control measures
Although stable, low-risk and highly liquid financial products or structured deposits belong to low-risk investment varieties, the financial market is greatly affected by the macro-economy. It is not excluded that the investment is affected by market fluctuations. The company will intervene in a timely and appropriate amount according to the economic situation and changes in the financial market. In addition, in the process of investment, there are also risks in the storage and use of funds, operation and professional ethics risks of relevant staff. The company and its holding subsidiaries will take the following risk control measures:
1. The company will strictly abide by the principle of prudent investment, strictly screen investment objects, and select investment varieties with good reputation, strict risk control measures and the ability to ensure capital safety.
2. The company’s decision-makers and specific implementation departments will timely analyze and track the investment direction of financial products and project progress. 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 risks.
3. The internal audit department of the company is responsible for auditing and supervising the use and custody of funds, inspecting them regularly or irregularly, and reporting to the audit committee of the board of directors.
4. 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.
5. The company will continue to pay attention to investment and financial management and fulfill the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Impact on the daily operation of the company
The company’s use of temporarily idle raised funds for cash management is implemented on the premise of ensuring the safety of the funds required for the company’s raised funds investment projects and the principal of the raised funds, which will not affect the construction of the company’s raised funds projects and the normal development of its main business, and there is no change in the purpose of the raised funds in a disguised manner. Cash management can effectively improve the use efficiency of idle raised funds, obtain certain investment benefits, further improve the company’s performance level and obtain more investment returns for the company and shareholders.
The use of temporarily idle self owned funds to invest in stable, low-risk and highly liquid cash management products is implemented on the premise that it does not affect the normal operation and daily working capital needs of the company and its holding subsidiaries, will not affect the development of the company’s business, is conducive to improving the use efficiency of funds, improving the return on assets, and can obtain certain investment benefits, Create greater returns for shareholders.
6、 Internal decision-making procedures performed by the company
(I) deliberations of the board of directors
On January 12, 2022, the 22nd Meeting of the second board of directors of the company deliberated and approved the proposal on cash management using idle self owned funds and the proposal on cash management using temporarily idle raised funds. After deliberation and voting, all directors unanimously agreed to the above proposal.
(II) opinions of independent directors
The independent directors believe that the company uses the temporarily idle raised funds for cash management, The decision-making and deliberation procedures comply with the relevant provisions of laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange 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, It is conducive to improving the use efficiency of the raised funds. Without affecting the construction of the raised funds and the use of the raised funds, it is reasonable to use some idle raised funds for cash management to obtain more returns for the company and shareholders, which is in line with the principle of maximizing the interests of shareholders. There is no behavior of changing the purpose of the raised funds in a disguised manner and damaging the interests of all shareholders. The company uses idle self owned funds to invest in stable, low-risk and highly liquid cash management products, which is conducive to improving the use efficiency of self owned funds and increasing the income of self owned funds, and will not affect the normal operation of the company’s main business, which is in line with the interests of the company and does not harm the interests of all shareholders, especially small and medium-sized shareholders.
(III) opinions of the board of supervisors
On January 12, 2022, the 22nd Meeting of the second board of supervisors of the company deliberated and approved the proposal on cash management using idle self owned funds and the proposal on cash management using temporarily idle raised funds. The above proposal was unanimously agreed by all supervisors through voting.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of idle raised funds and its own funds for cash management has been deliberated and approved at the 22nd Meeting of the second board of directors and the 22nd Meeting of the second board of supervisors, the independent directors of the company have also expressed clear consent, and the decision-making procedures for relevant matters are legal and compliant, Comply with the provisions of relevant laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
Therefore, the recommendation institution has no objection to Shenzhen King Explorer Science And Technology Corporation(002917) using idle raised funds and its own funds for cash management.
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Sponsor representative:
Liu Jian, sun Ruifeng
Citic Securities Company Limited(600030) mm / DD / yy
