China Merchants Securities Co.Ltd(600999)
About Bisen Smart Access Co.Ltd(301083)
Increase the verification opinion China Merchants Securities Co.Ltd(600999) (hereinafter referred to as the "sponsor") on the amount of cash management with idle raised funds as a sponsor of Bisen Smart Access Co.Ltd(301083) (hereinafter referred to as " Bisen Smart Access Co.Ltd(301083) " or "the company") initial public offering of shares and listing on the gem, According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and In accordance 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 increase of the amount of cash management with idle raised funds in Bisen Smart Access Co.Ltd(301083) has been verified. The specific verification conditions are as follows:
1、 Basic information of raised funds
(I) availability of raised funds
According to the reply on Approving the registration of Bisen Smart Access Co.Ltd(301083) initial public offering (zjxk [2021] No. 2603) of China Securities Regulatory Commission, in October 2021, Bisen Smart Access Co.Ltd(301083) issued 44466667 new shares, with a par value of RMB 1.00 per share, an issue price of RMB 9.08 per share, and a total raised capital of RMB 403757336.36, After deducting the issuance expenses excluding tax of RMB 47901450.64, the net amount of funds actually raised was RMB 35585885.72. The above raised funds were in place on October 15, 2021. Tianzhi International Certified Public Accountants (special general partnership) verified the availability of funds for the company's initial public offering of shares and issued the capital verification report (tzyz [2021] No. 40841).
The company has stored the above raised funds in a special account, and signed the tripartite supervision agreement on raised funds with the sponsor and the bank storing the raised funds.
(II) management and deposit of raised funds
In order to standardize the management of the company's raised funds and protect the rights and interests of investors, 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the company's raised funds management system, the company has established a special account for raised funds, After being deliberated and approved at the 16th meeting of the second board of directors, the company signed the tripartite supervision agreement on raised funds with the deposit bank of the special account for raised funds and the recommendation institution China Merchants Securities Co.Ltd(600999) .
At present, the opening of the company's special account for raised funds is as follows:
Purpose of raised funds under account no. of deposit bank
China China Construction Bank Corporation(601939) Co., Ltd. 36050152016509888666 intelligent entrance and exit security equipment production base construction project of Nanchang Changbei sub branch
China Citic Bank Corporation Limited(601998) upgrading and construction project of R & D technology center of Nanchang Minde Road sub branch 81157011126868
China Merchants Bank Co.Ltd(600036) South 791903306610302 supplement working capital
Changqingshanhu sub branch
(III) investment plan of raised funds
According to the purpose of the raised funds disclosed in the company's prospectus on Bisen Smart Access Co.Ltd(301083) initial public offering and listing on the gem, the raised funds of the company's initial public offering will be invested in the following projects after deducting the issuance expenses:
Unit: RMB 10000
Project name total investment of the project amount of raised funds to be invested
Construction of intelligent entrance and exit security equipment production base 27094.71 27094.71
project
R & D technology center upgrading project 3731.49
Supplementary working capital 30000.00
Total 60826.20
Since the actual net amount of raised funds of the company is less than the total amount of raised funds originally planned to be invested, the company held the 16th meeting of the second board of directors and the 5th meeting of the second board of supervisors on November 1, 2021, deliberated and adopted the proposal on adjusting the amount of raised funds to be invested in raised funds investment projects, and adjusted the amount of raised funds to be invested in raised funds investment projects.
The use plan of the raised funds after adjustment is as follows:
Unit: RMB 10000
Project Name: amount of raised funds to be used after adjustment of total investment of the project
The production base of intelligent entrance and exit security equipment is built 27094.71 27094.71
Design project
R & D technology center upgrading project 3731.49
Supplementary working capital 30000.00 4759.39
Total 60826.20 35585.59
The above changes and adjustments have been deliberated and approved at the 16th meeting of the second board of directors and the fifth meeting of the second board of supervisors on November 1, 2021, and at the second extraordinary general meeting of shareholders of 2021 held on November 17, 2021. For details, please refer to cninfo.com, the gem information disclosure website（ http://www.cn.info.com.cn. ）Proposal on adjusting the amount of raised funds to be invested in investment projects with raised funds and announcement on the resolution of the second extraordinary general meeting of shareholders in 2021.
(IV) use of raised funds
As of December 31, 2021, the total amount of raised funds used by the company is RMB 67812756.16, and the balance of unused raised funds is RMB 305894754.85 (including accumulated bank interest received and financial management income received for cash management).
The specific usage is as follows:
Unit: RMB
Project amount
Opening balance of raised funds account 372931864.91
Plus: interest income and cash management income net of handling charges 774404.82
Less: issuing expenses 17075763.63
Construction project of intelligent entrance and exit security equipment production base 3023200.92
Supplementary working capital 47712550.33
Closing balance of raised funds account 305894754.85
Note: the above data have not been audited.
2、 The basic information of using idle raised funds for cash management is increased this time
In accordance 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 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, In combination with the actual operation of the company, after careful research, on the premise of ensuring the construction of investment projects with raised funds and the normal operation of the company, the company plans to increase the idle raised funds of RMB 100 million for cash management on the basis of the original approved amount of no more than RMB 200 million.
(I) investment purpose
This increase in the amount of cash management with idle raised funds is to use idle raised funds of the company for cash management in order to improve the use efficiency of funds under the premise of ensuring that it will not affect the construction of investment projects of raised funds, change the use purpose of raised funds in the same phase, affect the normal operation of the company, ensure the safety of funds and effectively control risks, In order to better maintain and increase the value of the company's raised funds, increase the company's income and safeguard the interests of all shareholders of the company.
(II) investment quota and term
The company plans to increase the use of temporarily idle raised funds of no more than 50 million yuan to purchase financial products with low Principal Guaranteed risk and high liquidity, and the investment period of a single financial product shall not exceed 12 months. The validity period of the increased cash management limit is 12 months from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. Within the above limit, the funds can be recycled and used on a rolling basis. After the cash management of idle raised funds expires, it will be returned to the special account for raised funds in time.
(III) investment varieties
The company will strictly control risks and strictly evaluate investment products in accordance with relevant regulations. Investment products with idle raised funds must meet the following requirements:
1. High security, meeting the capital preservation requirements;
2. It has good liquidity and does not affect the normal progress of the raised investment project. The products to be invested include principal guaranteed financial products with a term of no more than 12 months, structured deposits and time deposits.
The above financial products, structured deposits and time deposits shall not be used for pledge, and the special product settlement account shall not deposit non raised funds or be used for other purposes. If the special product settlement account is opened or cancelled, the company will timely submit it to Shenzhen stock exchange for filing and announcement.
(IV) source of funds
Temporarily idle raised funds.
(V) implementation mode
This matter can only be implemented after being deliberated and approved by the first extraordinary general meeting of shareholders in 2022. The general meeting of shareholders is requested to authorize the management of the company to exercise relevant investment decision-making power and sign relevant contract documents within the scope and validity of the resolution, and the specific matters shall be organized and implemented by the Finance Department of the company. The authorization shall be valid within 12 months from the date of deliberation and approval at the first extraordinary general meeting of shareholders in 2022.
(VI) income distribution mode
The income obtained from the company's use of some temporarily 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.
(VII) information disclosure
The company will perform the obligation of information disclosure in accordance with relevant regulations and timely disclose the progress of cash management of temporarily idle raised funds.
(VIII) description of association relationship
The company plans to purchase investment products from financial institutions that do not have related relationships. The use of idle raised funds for cash management will not constitute related party transactions.
3、 Investment risk analysis and risk control measures
(I) investment risk analysis
The products purchased by the company for cash management belong to low-risk investment varieties, but the financial market is greatly affected by the macro-economy. The company will intervene appropriately according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations.
(II) risk control measures
For possible investment risks, the company formulates the following measures:
1. On the basis of ensuring that the normal production and operation of the company will not be affected, select appropriate products according to the safety, term and income of investment products according to the idle raised funds of the company.
2. The Finance Department of the company will check the account balance with the bank in time and do a good job in financial accounting. Once it is found that there are risk factors that may affect the safety of the company's funds, it will take preservation measures in time to control the investment risk, and conduct real-time analysis and tracking on the use and custody of the funds of the invested products.
3. The internal audit department of the company is responsible for the audit and supervision of investment and financial products and custody, and regularly carry out internal audit on the use and custody of raised funds.
4. The company's independent directors and the board of supervisors 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 perform relevant information disclosure obligations in accordance with relevant regulations.
4、 Impact on the daily operation of the company
The company's increase in the amount of cash management with idle raised funds is to ensure that it will not affect the raising
