Dongxing Securities Corporation Limited(601198) about
Hitevision Co.Ltd(002955) using some idle raised funds
Verification opinions on cash management with idle self owned funds
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as " Dongxing Securities Corporation Limited(601198) " or "sponsor") as a sponsor of Hitevision Co.Ltd(002955) (hereinafter referred to as " Hitevision Co.Ltd(002955) " or "company") for initial public offering of A-Shares and listing on Shenzhen Stock Exchange, in accordance with the administrative measures for securities issuance and listing sponsor business and the stock listing rules of Shenzhen Stock Exchange In accordance with the requirements of 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, Hitevision Co.Ltd(002955) uses some idle raised funds and idle self owned funds for cash management (hereinafter referred to as "this item"), The verification opinions are as follows: I. Basic information of raised funds
(I) availability of funds raised from initial public offering
With the approval of the reply on approving Hitevision Co.Ltd(002955) initial public offering of shares (zjxk [2019] No. 839) issued by China Securities Regulatory Commission, the company issued 34.31 million ordinary shares in RMB for the first time at an issue price of 52.41 yuan / share. The total amount of funds raised in this offering was 1798187100 yuan, and the net amount of funds raised after deducting the issuance expenses was 16915838 million yuan. Tianzhi International Certified Public Accountants (special general partnership) has verified the availability of funds for the company's initial public offering of shares on May 16, 2019, and issued the capital verification report (Tian Ye Ye Zi [2019] No. 26830).
(II) deposit and management of raised funds
In order to standardize the management and use of raised funds and protect the rights and interests of small and medium-sized investors, according to the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the relevant provisions in the raised funds management system formulated by the company, the company and its wholly-owned subsidiaries, Shenzhen Honghe Innovation Information Technology Co., Ltd., Xinxian Technology Co., Ltd., Anhui Hongcheng optoelectronics Co., Ltd Beijing Honghe Aixue Education Technology Co., Ltd., the holding subsidiary of the company, and the recommendation institution Dongxing Securities Corporation Limited(601198) have respectively signed the tripartite supervision agreement on the storage of the special account for raised funds with the opening bank of the special account for raised funds, which stipulates in detail the relevant responsibilities and obligations of the company, the recommendation institution and the opening bank. There is no significant difference between the main terms of the supervision agreement and the tripartite supervision agreement (model) on the storage of raised funds in the special account of Shenzhen Stock Exchange. As of the date of this announcement, the tripartite supervision agreement on the special account storage of raised funds has been effectively implemented.
(III) use of raised funds
As of March 31, 2022, the progress of investment projects with raised funds is as follows:
Unit: 10000 yuan
The committed investment amount of the raised funds of the project has accumulated as of March 31, 2022
1 interactive display product production base project 88650006583271
2 R & D center system construction project 25 Shanghai Carthane Co.Ltd(603037) 40919
3. Marketing service network construction project 577137554748
4 information system construction project 1363398571435
5. Supplementary working capital 27 China Vanke Co.Ltd(000002) 700000
6. Phase I project of Honghe interactive display industrial base 6 Shenzhen Fountain Corporation(000005) 95724
7 classroom service items 16 Beijing Beilu Pharmaceutical Co.Ltd(300016) 5358
8 teacher training service items 870.00 590.09
Total 1691583811970465
Note: the accumulated investment amount of the raised funds of the "classroom service project" is more than the promised investment amount of the raised funds, which is caused by the deposit interest and cash management income generated during the duration of the raised funds.
3、 Basic overview of cash management using some idle raised funds and idle self owned funds (I) investment purpose
In order to improve the use efficiency of funds and make rational use of short-term idle raised funds and idle self owned funds, the company plans to use some idle raised funds and idle self owned funds for cash management, purchase investment products with high safety and liquidity, increase the company's income and obtain more investment returns for the company and shareholders on the premise of ensuring that the construction of raised funds and the daily operation of the company will not be affected.
(II) source of funds
The investment funds are idle raised funds and idle self owned funds of the company and its subsidiaries. On the premise of ensuring the normal implementation of the company's raised fund use plan and the working capital required for daily operation, it is expected that there will be phased idle funds, and the source of funds is legal and compliant.
(III) product varieties of cash management investment
The issuer of capital products shall be a financial institution with good credit status and financial status, no bad credit record and strong profitability. The varieties of idle raised funds invested by the company are principal guaranteed products with high safety, good liquidity, meeting the principal guaranteed requirements, and the longest investment period of a single product is no more than 12 months. The varieties of idle self owned funds invested by the company are low-risk investment products with high safety, good liquidity and a single product investment period of no more than 12 months.
(IV) investment quota and investment period
The company plans to use idle raised funds of no more than RMB 600 million and idle self owned funds of no more than RMB 700 million for cash management. The maximum investment period of a single product shall not exceed 12 months. The service life is from the date of deliberation and approval of the company's 2021 annual general meeting to the date of the company's 2022 annual general meeting. Within the above use period and limit, the funds can be used on a rolling basis.
(V) validity of the resolution
The validity period of the resolution is from the date of deliberation and approval of the company's 2021 annual general meeting to the date of holding the company's 2022 annual general meeting.
(VI) implementation mode
Within the above-mentioned time limit and limit, the general meeting of shareholders of the company shall be submitted to authorize the management of the company to exercise investment decision-making power and sign relevant legal documents, which shall be organized, implemented and managed by the finance department. The principal guaranteed bank investment products purchased by the company with raised funds shall not be used for pledge.
(VII) information disclosure
The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange and other regulatory agencies. (VIII) relationship with the trustee
The company has no relationship with the financial institutions providing financial products.
4、 Investment risk and control measures
(I) investment risk
Although the investment and wealth management products are low-risk and short-term wealth management products, and the company will undergo strict evaluation before implementation, the financial market is greatly affected by the macro economy. It is not ruled out that the investment is affected by market fluctuations and faces risks such as income fluctuation risk, liquidity risk and unpredictable actual income; Operation, supervision and risk management of relevant staff.
(II) risk control measures
1. After the approval of the general meeting of shareholders, the management of the company is authorized to exercise the investment decision-making power and sign relevant legal documents, and the financial department of the company is responsible for organizing the implementation. According to the company's financial status, cash flow status and interest rate changes, as well as the resolutions of the board of directors and the general meeting of shareholders on cash management, the financial department judges the capital source, investment scale and expected income of investment products, and reviews the content and risk assessment of investment products.
2. The financial department of the company will analyze and track the progress in time. Once it is found that there are risk factors that may affect the safety of the company's funds, it will take corresponding measures in time to control the investment risk.
3. The Audit Department of the company is responsible for auditing and supervising the use and custody of the company's funds for purchasing investment products, comprehensively inspecting all investment products every quarter, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the board of directors and Audit Committee of the company.
4. The independent directors and the board of supervisors have the right to conduct regular or irregular inspection on the company's investment products, and can hire professional institutions to audit when necessary.
5. The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange and other regulatory authorities.
5、 Impact on the company
1. Based on the principles of standardized operation, risk prevention, prudent investment, value preservation and appreciation, the company uses some idle raised funds and idle self owned funds to purchase investment products with low risk and high liquidity. It is implemented on the premise of ensuring the normal implementation of the company's use plan of raised funds and the working capital required for daily operation, and will not affect the normal development and normal production and operation of the company's raised investment projects.
2. Through the appropriate cash management of some idle raised funds and idle self owned funds, the company can improve the use efficiency of funds, increase investment benefits, further improve the overall performance level of the company and obtain more investment returns for the shareholders of the company.
6、 Internal decision-making procedures performed by the company and relevant opinions
The company held the 12th meeting of the second board of directors and the 8th meeting of the second board of supervisors on April 27, 2022, and deliberated and adopted the proposal on the company's use of some idle raised funds and idle self owned funds for cash management. The board of supervisors and independent directors of the company have expressed their explicit consent. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(I) deliberation opinions of the board of supervisors
The board of supervisors of the company agreed to plan to use idle raised funds of no more than 600 million yuan and idle self owned funds of no more than 700 million yuan for cash management on the premise of ensuring that the construction of raised projects and the daily operation of the company will not be affected and in combination with the actual operation of the company. It is agreed to request the general meeting of shareholders to authorize the management of the company to exercise investment decision-making power and sign relevant legal documents, which shall be organized, implemented and managed by the finance department.
(II) opinions of independent directors
After verification, the independent directors believe that the company's decision-making and review procedures for cash management with some idle raised funds and idle self owned funds are legal and compliant, do not affect the construction and implementation of raised investment projects and the normal development of the company's main business, help to improve the efficiency of fund use, and improve the profitability of the company by obtaining certain investment income, which is in line with the interests of the company and all shareholders. Therefore, we unanimously agree to the proposal that the company use some idle raised funds and idle self owned funds for cash management, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's use of some idle raised funds and idle self owned funds for cash management has been deliberated and approved at the 12th meeting of the second board of directors and the 8th meeting of the second board of supervisors, the independent directors have issued clear consent opinions and fulfilled the necessary procedures, and there is no situation of changing the purpose of raised funds and damaging the interests of shareholders in a disguised manner, Comply with relevant laws and regulations. The recommendation institution has no objection to the company's cash management using some idle raised funds and idle self owned funds this time.
Dongxing Securities Corporation Limited(601198) April 27, 2022
