Haitong Securities Company Limited(600837) about Ningbo Exciton Technology Co.Ltd(300566)
Verification opinions on purchasing principal guaranteed financial products with idle raised funds
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "recommendation institution") as a recommendation institution for Ningbo Exciton Technology Co.Ltd(300566) (hereinafter referred to as " Ningbo Exciton Technology Co.Ltd(300566) " or "company") to continuously supervise the issuance of shares to specific objects in 2021, in accordance with the measures for the administration of securities issuance and listing recommendation 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 Relevant provisions such as Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, and Shenzhen stock exchange information disclosure guidelines No. 6 - recommendation business have verified the company's use of idle raised funds to purchase principal guaranteed financial products, The details are as follows:
1、 Basic information of raised funds
According to the reply on approving Ningbo Exciton Technology Co.Ltd(300566) to issue shares to specific objects for registration (zjxk [2021] No. 3476) issued by China Securities Regulatory Commission, Ningbo Exciton Technology Co.Ltd(300566) (hereinafter referred to as "the company", "the issuer" or " Ningbo Exciton Technology Co.Ltd(300566) ") issued 27920000 ordinary shares (A shares) with a par value of 1 yuan each to 17 specific objects, The issuance price per share is RMB 25.00, and the total amount of raised funds is RMB 698000000.00. After deducting the issuance expenses (excluding value-added tax) and stamp tax of RMB 9670238.68, the actual net amount of raised funds is RMB 688329761.32.
Lixin Certified Public Accountants (special general partnership) verified the availability of funds raised by the company's issuance of shares to specific objects, and issued the Ningbo Exciton Technology Co.Ltd(300566) capital verification report (Xin Kuai Shi Bao Zi [2021] No. zf11065). The company has adopted a special account storage system for the raised funds and signed a tripartite and quadripartite supervision agreement for the raised funds.
According to the relevant contents of the prospectus for the issuance of A-Shares to specific objects in Ningbo Exciton Technology Co.Ltd(300566) 2021 (Registration draft), the total amount of funds raised from the issuance of shares to specific objects is expected to not exceed 698 million yuan. After deducting the issuance expenses, the net amount will be used for the following items:
No. project name total project investment raised capital investment
(10000 yuan) (10000 yuan)
1 optical film production base construction project 37000.00 30000.00
2 Cecep Solar Energy Co.Ltd(000591) packaging film production base construction project 29000.00 20000.00
3. Supplementary working capital 19800.00 19800.00
Total 85800.00 69800.00
As the construction of the project invested by the raised funds needs a certain period, according to the construction progress of the project invested by the raised funds, the raised funds are idle in the short term at this stage.
2、 Purchase of principal guaranteed financial products with idle raised funds this time
(I) investment purpose
In order to improve the use efficiency of the raised funds and increase the return to shareholders, the company and the wholly-owned subsidiaries of the implementation subject of the raised investment project use idle raised funds of no more than RMB 400 million to purchase principal guaranteed financial products to increase the company's income on the premise of ensuring that the construction of the investment project with raised funds and the normal use of the raised funds will not be affected, and the risk will be effectively controlled, Seek better return on investment for the company and shareholders.
(II) investment quota
The company and the wholly-owned subsidiaries of the implementation subject of the raised investment project use idle raised funds of no more than RMB 400 million to purchase principal guaranteed financial products. Within the above limit, the funds can be used on a rolling basis.
(III) investment varieties
The company and the wholly-owned subsidiaries of the implementation subject of the raised investment project use the idle raised funds to invest in short-term low-risk factoring property products within 12 months, meet the requirements of high safety and good liquidity, and will not affect the normal use of the raised funds investment plan. The above idle raised funds 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.
(IV) investment period
The investment period of a single financial product shall not exceed 12 months.
(V) decision making procedure
After the proposal is considered by the board of directors, it does not need to be submitted to the general meeting of shareholders for deliberation. Within the limit, the authorized company
(VI) validity of the resolution
It shall be valid for two years from the date of deliberation and approval by the board of directors.
3、 Investment risk analysis and risk control measures
(I) investment risk
1. Although principal guaranteed financial products can guarantee the safety of principal after strict evaluation and belong to low-risk investment varieties, the financial market is greatly affected by macro-economy, and it is not excluded 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 investment is unpredictable.
(II) for investment risks, the proposed measures are as follows:
1. The company will strictly abide by the principle of prudent investment and choose low-risk investment varieties. Do not use the funds directly or indirectly for securities investment, and do not buy financial products with stocks, derivatives and unsecured bonds as the investment object.
2. The Finance Department of the company will timely analyze and track the investment direction of financial products and project progress. If risk factors that may affect the safety of the company's funds are found, corresponding measures will be taken in time to control investment risks. 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. In accordance with the relevant provisions of Shenzhen Stock Exchange, the company will disclose in detail the investment and profit and loss of financial products during the reporting period in the periodic report.
4、 Impact on the company
The company and the wholly-owned subsidiaries of the implementation subject of the raised investment project use idle raised funds to purchase principal guaranteed financial products on the premise of ensuring that the construction of the raised investment project and the normal use of the raised funds are not affected, and the risk is effectively controlled, which does not affect the normal turnover needs of the company's daily funds and the normal operation of the projects using the raised funds, It will not affect the normal development of the company's main business.
The use of idle raised funds to purchase breakeven financial products is conducive to improving the use efficiency and income of the company's raised funds, further improving the overall performance level of the company, which is in line with the interests of all shareholders.
5、 Relevant audit procedures and opinions of independent directors
(I) audit procedure
On January 12, 2022, the 20th meeting of the third board of directors of the company deliberated and adopted the proposal on purchasing principal guaranteed financial products with idle raised funds, which belongs to the decision-making authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
(II) opinions of independent directors
The independent directors believe that under the condition of ensuring that the construction of raised investment projects will not be affected and the safety of funds will be ensured, the rational use of idle raised funds to purchase principal guaranteed financial products can improve the use efficiency of funds and obtain certain investment income, will not have an adverse impact on the company's production and operation and the construction of raised investment projects, and is in the interests of the company, There is no situation that damages the interests of the company and all shareholders, especially the minority shareholders, and the decision-making process of this matter is legal and compliant. We agree that the company and the wholly-owned subsidiaries of the implementation subject of the raised investment project can use the idle raised funds of no more than RMB 400 million to purchase principal guaranteed financial products. Within the limit, the funds can be used on a rolling basis.
(III) opinions of the board of supervisors
On January 12, 2022, the 21st Meeting of the third board of supervisors of the company deliberated and approved the proposal on using idle raised funds to purchase principal guaranteed financial products, and agreed that the company and the wholly-owned subsidiary of the implementation subject of raised investment projects should use idle raised funds not more than RMB 40 million to purchase principal guaranteed financial products. Within the above limit, the funds can be used in a rolling manner, It shall be valid for two years from the date of deliberation and approval by the board of directors of the company.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the company's use of idle raised funds to purchase principal guaranteed financial products has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed clear consent and fulfilled the necessary approval procedures; By investing in financial products with high safety and good liquidity, the company can improve the use efficiency of funds, does not involve changing the purpose of raised funds in disguise, does not affect the normal progress of the investment plan of raised funds, and 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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange Relevant provisions such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and the company's fund-raising management system. The recommendation institution has no objection to the company's use of idle raised funds to purchase principal guaranteed financial products.
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(there is no text on this page, which is the signature and seal page of Haitong Securities Company Limited(600837) verification opinions on Ningbo Exciton Technology Co.Ltd(300566) purchasing principal guaranteed financial products with idle raised funds) signature of the sponsor representative:
Xue yangzhang River
Haitong Securities Company Limited(600837) January 12, 2022
