Haitong Securities Company Limited(600837)
About chuangyao (Suzhou) communication technology Co., Ltd
Verification opinions on cash management using some idle raised funds
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "sponsor") as a sponsor of chuangyao (Suzhou) communication technology Co., Ltd. (hereinafter referred to as "chuangyao technology" or "company") for initial public offering and listing on the science and innovation board, continuously supervised the sponsor according to the measures for the administration of securities issuance and listing sponsor business Guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, measures for the management of raised funds by listed companies of Shanghai Stock Exchange, and guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 - continuous supervision, etc, The company has checked the cash management with some idle raised funds. The details are as follows:
1、 Basic information of raised funds
The application for registration of the company's initial public offering and listing on the science and Innovation Board was approved by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2021] No. 3654) on November 16, 2021. The company issued 20 million ordinary shares in RMB to the public, with an issue price of 66.60 yuan per share, and the total amount of funds raised was 1332 million yuan. After deducting the issuance expenses, the net amount of funds raised was 1219645100 yuan.
Zhonghui Certified Public Accountants (special general partnership) verified the availability of funds for the company's public offering of new shares, and issued the capital verification report [2022] No. 0008 on January 7, 2022. The verification results are as follows: as of January 7, 2022, chuangyao technology has actually issued 20000000.00 RMB common shares, The total amount of raised funds is RMB 1332000000.00, after deducting various issuance expenses of RMB 112354936.73, the actual net amount of raised funds is RMB 1219645063.27. The newly increased registered capital is RMB 20 million and the capital reserve is RMB 1199645063.27.
In order to standardize the management and use of the company's raised funds and protect the rights and interests of investors, the company has established relevant special accounts for raised funds. All the raised funds have been deposited in the tripartite supervision agreement on raised funds approved by the board of directors of the company. 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, some of the raised funds are temporarily idle in the short term.
2、 The use of some temporarily idle raised funds for cash management
(I) investment purpose
In order to improve the use efficiency of the raised funds, without affecting the construction and implementation of the company's raised investment projects, the use plan of the raised funds and ensuring the safety of the raised funds, the company will reasonably use some idle raised funds for cash management, and improve the use efficiency of the raised funds and increase the return to shareholders based on the principle of maximizing the interests of shareholders.
(II) investment quota and term
On the premise of ensuring that the normal progress of the company's investment plan of raised funds will not be affected, the company plans to use the temporarily idle raised funds of no more than RMB 1.2 billion for cash management. Within the above limit and term, the funds can be used circularly and rolling.
(III) types of investment products
The company will strictly control risks in accordance with relevant regulations and plans to use temporarily idle raised funds to purchase financial products or deposit products with high security, good liquidity and principal guaranteed. Investment products shall not be used for pledge, the special settlement account for products (if applicable) shall not store non raised funds or be used for other purposes, and such cash management products shall not be used for pledge or investment for securities investment.
(IV) validity of the resolution
It shall be valid within 12 months from the date of deliberation and approval by the board of directors of the company.
(V) implementation mode
Authorize the general manager of the company to handle relevant matters and sign relevant documents according to the actual situation, including but not limited to: selecting qualified professional financial institutions, clarifying the amount and period of cash management, selecting products / business types, signing contracts and agreements, etc. The financial department of the company is responsible for organizing the implementation of specific matters.
(VI) information disclosure
The company will comply with the requirements 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 Shanghai Stock Exchange's science and innovation board, and the guidelines for the application of self regulatory rules of Shanghai Stock Exchange's science and innovation board listed companies No. 1 - standardized operation, Timely disclose the specific situation of the company's cash management and will not change the purpose of the raised funds in a disguised form.
(VII) distribution of cash management income
The income obtained from the company's use of temporarily idle raised funds for cash management will be preferentially used to make up the insufficient investment amount of raised investment projects and the working capital required for the company's daily operation, and will be managed and used in strict accordance with the requirements of the CSRC and Shanghai Stock Exchange on the regulatory measures for raised funds. After the cash management expires, it will be returned to the special account for raised funds.
3、 Impact on the daily operation of the company
The company plans to use part of the temporarily idle raised funds for cash management on the premise of complying with national laws and regulations, ensuring the funds required for the company's raised investment projects and ensuring the safety of the raised funds, which will not affect the normal turnover needs of the company's daily funds and the normal operation of the raised capital investment projects, nor the normal development of the company's main business. At the same time, timely cash management of temporarily idle raised funds can improve the use efficiency of raised funds, increase the company's cash asset income, and seek more investment returns for the company's shareholders.
4、 Investment risk and risk control measures
(I) investment risk
Although this cash management is to purchase financial products or deposit products with high security, good liquidity and guaranteed principal (including but not limited to agreement deposits, structured deposits, time deposits, large certificates of deposit, call deposits, income certificates, etc.), the financial market will be affected by the macro economy, Although the company will intervene timely and appropriately according to the economic situation and changes in the financial market, it does not rule out that the investment is affected by market fluctuations. (II) measures to be taken against investment risks
1. The company will make decisions, manage, inspect and supervise the investment in principal guaranteed financial products in strict accordance with the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the articles of association and other relevant laws, regulations and rules, strictly control the safety of funds, and the company will report the investment situation to the board of directors on a regular basis. The company will disclose the purchase and profit and loss of financial products in accordance with the relevant provisions of the exchange.
2. Relevant personnel of the company's management will timely analyze and track the investment direction of financial products and project progress. If adverse factors are found or judged in the evaluation, corresponding measures will be taken in time to strictly control the investment risk.
3. The internal audit department of the company is responsible for auditing and supervising the use and custody of funds in this cash management.
4. The independent directors and the board of supervisors have the right to supervise and inspect the use of financial funds. When necessary, professional institutions may be employed for audit.
5. Through the above measures, the company will ensure that the purpose of the raised funds will not be changed in a disguised manner and the investment of the raised funds will not be affected.
5、 Review procedures for cash management of temporarily idle raised funds
On January 13, 2022, the company held the 17th meeting of the first board of directors and the 7th Meeting of the first board of supervisors, and deliberated and adopted the proposal on using some temporarily idle raised funds for cash management. At the same time, the independent directors of the company expressed clear consent to the above matters of cash management with temporarily idle raised funds.
6、 Description of special opinions
(I) opinions of the board of supervisors
The board of supervisors believes that: the company uses the temporarily idle raised funds for cash management to purchase principal guaranteed financial products with high safety and good liquidity. The decision-making procedures for the above matters comply with relevant regulations and are conducive to improving the deposit income of idle raised funds. The company's use of idle raised funds for cash management does not conflict with the implementation plan of investment projects with raised funds, It will not affect the construction of investment projects with raised funds and the normal use of raised funds, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. In conclusion, the board of supervisors agrees that the company will use the temporarily idle raised funds for cash management.
(II) opinions of independent directors
Independent directors believe that on the premise of ensuring the safety of raised funds, the company uses idle raised funds for cash management to purchase principal guaranteed financial products with high safety and good liquidity, The decision-making procedures for the above matters comply 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 and the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, which is conducive to improving the deposit income of idle raised funds, The company's use of idle raised funds for cash management does not conflict with the implementation plan of raised funds investment projects, will not affect the construction of raised funds investment projects and the normal use of raised funds, is in line with the interests of the company and all shareholders, and does not damage the interests of the company and all shareholders, especially minority shareholders. In conclusion, the independent directors agree that the company uses some temporarily idle raised funds for cash management.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's use of some temporarily idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their explicit 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 by listed companies Relevant provisions such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and the management measures for the use of raised funds of the company. The recommendation institution has no objection to the cash management of some temporarily idle raised funds used by the company this time.
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Signature of sponsor representative:
Du Juan, Zhang Xikang
Haitong Securities Company Limited(600837) mm / DD / yy
