AVIC Securities Co., Ltd
About Guangzhou Jointas Chemical Co.Ltd(002909)
Verification opinions on continuing to use some idle raised funds for cash management
AVIC Securities Co., Ltd. (hereinafter referred to as “AVIC securities” and “sponsor”) as a sponsor of Guangzhou Jointas Chemical Co.Ltd(002909) (hereinafter referred to as “company” and ” Guangzhou Jointas Chemical Co.Ltd(002909) “) non-public issuance and listing of A-shares, in accordance with the measures for the administration of securities issuance and listing sponsorship business and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies 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 other relevant provisions have carefully verified the continued use of some idle raised funds for cash management business. Their opinions are as follows:
1、 Basic information of the raised funds
Approved by the reply on approving Guangzhou Jointas Chemical Co.Ltd(002909) non-public development shares (zjxk [2020] No. 2581) of China Securities Regulatory Commission, the company has issued 32715375 new shares to specific investors in December 2020, with an issue price of 9.17 yuan / share and a total raised capital of 29999988.75 yuan. After deducting various issuance expenses of 22625203.18 yuan, The net amount of funds actually raised was 277374785.57 yuan. The above raised funds have been received on December 24, 2020, verified by Tianzhi International Certified Public Accountants (special general partnership) and issued a capital verification report (tzyz [2020] No. 42229). 2、 Use of raised funds
As of January 12, 2022, the company has invested 104.3008 million yuan of raised funds, and the balance of the special account for raised funds (including the net amount of interest income deducting bank charges) is 174.3649 million yuan. The use of raised funds is as follows:
Unit: 10000 yuan
No. of balance of raised funds item name of raised funds distribution of raised funds used (including the net amount of interest income amount deducting bank handling charges)
Annual output of neutral silicone
Sealant 80000
1t and modified silicone 20387.48 3760.84 16748.91 sealant 30000
Ton project
Annual output of two-component silicon
2 rubber 15000 tons 6629.24 687.58
And vinyl silicone oil 7350.00
8000 ton project
Total 27737.48 10430.08 17436.49
3、 Previous use of temporarily idle raised funds for cash management
The company held the 24th Meeting of the second board of directors and the 17th meeting of the second board of supervisors on January 14, 2021, deliberated and adopted the proposal on using some idle raised funds for cash management, and agreed that the company should use no more than 22 million yuan of temporary idle raised funds for cash management, The term of use shall be valid within 12 months from the date of deliberation and approval by the board of directors. Within the above limit and term, it can be used circularly.
In view of the expiration of the above authorization, the company intends to continue to use part of the temporarily idle raised funds for cash management.
4、 Basic information of cash management using idle raised funds this time
(I) purpose of cash management
Since the construction of the project invested by raised funds needs a certain period, according to the construction progress of the project invested by raised funds, some of the raised funds are idle in the short term. In order to improve the fund use efficiency of the company, some of the temporarily idle raised funds are reasonably used for cash management without affecting the construction of the project invested by raised funds, Obtain better return on investment for the company and shareholders.
(II) cash management limit
The company intends to continue to use the temporarily idle raised funds with an amount not exceeding RMB 166 million for cash management. The above amount can be recycled within the validity of the resolution. The company’s use of some idle raised funds for cash management will strictly comply with the relevant provisions of Shenzhen Stock Exchange on the management of raised funds of listed companies.
(III) types of cash management products
The company plans to invest in principal guaranteed financial products with high security, good liquidity and a term of no more than 12 months. The products to be invested by the temporarily idle raised funds must meet the following conditions: 1. High security, meet the capital preservation requirements, and the product issuer can provide capital preservation commitments; 2. Good liquidity, which shall not affect the normal operation of the investment plan of the raised funds; 3. Short term, no more than 12 months.
The above products shall not be used for pledge, and the special product settlement account shall not be used for non raised funds or 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) validity of the resolution
It shall be valid within one year from the date of deliberation and approval by the board of directors.
(V) implementation mode
The above matters authorize the management to exercise the decision-making power of specific operations within the limit and sign relevant contract documents, including but not limited to: selecting qualified issuers of financial products, clarifying financial amount, selecting varieties of financial products and signing contracts. The company’s financial department is responsible for organizing the implementation, establishing investment accounts and arranging special personnel to analyze and track them in time, If the assessment finds that there are risk factors that may affect the safety of the company’s funds, corresponding measures will be taken in time to control the investment risk.
(VI) income distribution mode
The income belongs to the company.
(VII) information disclosure
The company will timely disclose the progress of the company’s use of some idle raised funds for cash management in accordance with the stock listing rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws and regulations.
The company’s use of idle raised funds for cash management does not involve related party transactions.
3、 Risks and control measures of cash management
(I) investment risk
1. Cash management products are mainly affected by changes in macro policies such as monetary policy, fiscal policy and relevant laws, regulations and policies, and there are certain systemic risks.
2. Operational risks of relevant staff.
(II) risk control measures
1. The company will strictly abide by the principle of prudent investment, strictly screen investment objects, and select financial products with high safety and good liquidity for investment.
2. The company will analyze and track the net value change of the product in real time. If the assessment finds that there are risk factors that may affect the company’s capital safety, the company will take corresponding measures in time to control the investment risk.
3. The internal audit department of the company is responsible for auditing and supervising the use and custody of funds of financial products, conducting comprehensive inspection on all financial products regularly, and reasonably predicting the possible gains and losses of various investments according to the principle of prudence.
4. The board of directors shall supervise the use of investment and financial management funds. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.
4、 Impact on the company
1. The company uses some idle raised funds for cash management, which is implemented on the premise of ensuring that the investment plan of raised funds will not be affected, and will not affect the construction of the company’s investment projects with raised funds.
2. The company makes rational use of some idle raised funds for cash management, improves the use efficiency of raised funds, increases the company’s cash management income, helps to reduce the company’s financial cost and safeguard the rights and interests of shareholders.
5、 Performance of procedures
The issue of continuing cash management with some idle raised funds has been deliberated and approved at the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors, and the deliberation procedures meet the regulatory requirements.
The independent directors of the company checked the above matters and issued independent opinions as follows: the company uses the temporarily idle raised funds for cash management without affecting the normal progress of the investment plan of the raised funds, the safety of funds and the normal production and operation of the company, which is conducive to improving the use efficiency of funds, further increasing the company’s income and protecting the interests of the company’s shareholders. The company’s use of part of the raised funds for cash management this time complies with relevant laws and regulations 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 stock listing rules of Shenzhen Stock Exchange and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, It is in line with the interests of the company and all shareholders, and there is no case of changing the purpose of the raised funds in a disguised form, or damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree that the company shall use the temporarily idle raised funds of no more than RMB 166 million for cash management, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that Guangzhou Jointas Chemical Co.Ltd(002909) the continued use of some idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors, and the independent directors have expressed clear consent and fulfilled the necessary approval procedures; The company continues to use some idle raised funds for cash management this time, which complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies. There is no change in the use of raised funds in a disguised form, nor does it affect the normal progress of investment projects with raised funds and damage the interests of shareholders. The recommendation institution has no objection to Guangzhou Jointas Chemical Co.Ltd(002909) the continued use of idle raised funds for cash management.
(there is no text on this page, which is the signature page of AVIC Securities Co., Ltd. verification opinions on Guangzhou Jointas Chemical Co.Ltd(002909) continuing to use some idle raised funds for cash management)
Sponsor representative:
Mao Jun, Chen Jing
AVIC Securities Co., Ltd
