Anxin Securities Co., Ltd
About Union Optech Co.Ltd(300691)
Verification opinions on cash management of wholly-owned subsidiaries using some idle raised funds. As a sponsor of Union Optech Co.Ltd(300691) (hereinafter referred to as ” Union Optech Co.Ltd(300691) ” or “the company”), Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” or “sponsor”) issues shares to specific objects, in accordance with the measures for the administration of securities issuance and listing sponsor business Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, and guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022)), The Union Optech Co.Ltd(300691) wholly-owned subsidiary has carefully and prudently verified the use of some idle raised funds for cash management. The verification results and verification opinions are as follows:
1、 Basic information of raised funds
With the approval of the reply on Approving the registration of Union Optech Co.Ltd(300691) issuing shares to specific objects (zjxk [2021] No. 26) issued by the China Securities Regulatory Commission, the company is approved to issue 39223781 A shares to specific objects at an issue price of 12.11 yuan / share, and the total amount of actually raised funds is 474999987.91 yuan, After deducting the issuance expenses of RMB 7845142.24 (excluding value-added tax), the net amount of the actually raised funds is RMB 467154845.67. After the capital verification of subscription funds was completed on December 14, 2021, the sponsor Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities”) transferred the subscription money to the account designated by the issuer after deducting relevant expenses. ShineWing Certified Public Accountants (special general partnership) (hereinafter referred to as “ShineWing”) verified the availability of the raised funds and issued a capital verification report (xyzh / 2021szaa20355) on December 15, 2021. After the raised funds were received, the company and its wholly-owned subsidiary Zhongshan Union Optech Co.Ltd(300691) Display Technology Co., Ltd. (hereinafter referred to as “display technology”) stored the raised funds in a special account, and signed the tripartite supervision agreement on the storage of raised funds in a special account with the sponsor and the commercial bank storing the raised funds.
2、 Investment projects with raised funds
According to the prospectus for the issuance of A-Shares by gem to specific objects in Union Optech Co.Ltd(300691) 2020, the company’s investment projects and use plans of the raised funds by issuing shares to specific objects are as follows:
Unit: 10000 yuan
No. project name estimated total investment amount proposed to be invested in raised funds after deducting issuance expenses
1 new display and intelligent wearable 49586.00 40000.00 39215.48 product intelligent manufacturing project
2 repayment of bank loan 7500.00 7500.00 7500.00
Total 57086.00 47500.00 46715.48
Since the construction of the raised investment project “intelligent manufacturing project of new display and intelligent wearable products” requires a certain period, the implementation subject of the raised investment project is the display technology of a wholly-owned subsidiary. In the process of use, it will be invested gradually by stages according to the construction progress of the raised investment project. At this stage, some of the raised funds are temporarily idle.
3、 Basic information of cash management with idle raised funds
(I) management purpose
In order to improve the use efficiency of funds, under the condition of not affecting the investment project construction of raised funds and the normal operation of the company and display technology, the rational use of temporarily idle raised funds for cash management can increase the capital income and obtain more returns for the company and shareholders.
(II) amount and term
According to the current use of funds, the construction progress of raised investment projects and the consideration of maintaining sufficient liquidity, the display technology plans to use the temporarily idle raised funds of no more than RMB 300 million for cash management. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors. Within the above service life and limit, the funds can be recycled and rolled. After the cash management of idle raised funds expires, it will be returned to the special account for raised funds in time.
(III) types of investment products
The company will strictly control risks in accordance with relevant regulations, strictly evaluate financial products, and plan to purchase principal guaranteed products with an investment period of no more than 12 months (including but not limited to bank certificates of deposit, structured deposits, principal guaranteed financial products, etc.). The products to be invested by idle raised funds must meet the following conditions:
1. Principal guaranteed products with high security such as structured deposits and large certificates of deposit;
2. Good liquidity shall not affect the normal operation of the investment plan of the raised funds. Investment products shall not be pledged, 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 listed company shall timely report to the stock exchange for filing and make an announcement.
(IV) investment period
No more than 12 months from the date of deliberation and approval by the board of directors.
(V) investment decision and Implementation
Within the validity period of the above quota and resolution, the chairman of the company is authorized to exercise relevant investment decision-making power, and the financial person in charge is authorized to handle specific relevant matters.
(VI) information disclosure
The company will timely disclose the specific situation of purchasing financial products 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 (revised in 2022) and other relevant requirements.
4、 Investment risk analysis, risk control measures and impact on the company
(I) investment risk
1. Although the investment products have been strictly evaluated and are greatly affected by the macro-economy of the financial market, it is not ruled out that the investment is affected by the macro-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 short-term investment is unpredictable;
3. Operation and monitoring risks of relevant staff.
(II) risk control measures
1. When using idle raised funds for cash management, investment products with good liquidity, high security, breakeven commitment and a term of no more than 12 months will be selected, and the amount, term, investment varieties, rights, obligations and legal liabilities of both parties will be clarified.
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 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.
4. The internal audit department of the company shall supervise the use of funds on a daily basis.
(III) impact on the company
The company adheres to standardized operation. Under the condition of ensuring the construction of investment projects with raised funds and the normal operation of the company and display technology, some temporarily idle raised funds are used for cash management, which will not affect the construction of raised funds and the normal development of main business. At the same time, it can improve the use efficiency of funds, obtain certain income and obtain more returns for the company and shareholders.
5、 Relevant review procedures and opinions
(I) deliberations of the board of directors
The 5th interim meeting of the third board of directors of the company was held on January 17, 2022. The meeting considered and approved the proposal on cash management of wholly-owned subsidiaries using idle raised funds. On the premise of ensuring the normal construction of raised funds, it agreed that the wholly-owned subsidiary Zhongshan Union Optech Co.Ltd(300691) Display Technology Co., Ltd. uses some idle raised funds for cash management, The service life shall be no more than 12 months after being deliberated and approved by the board of directors, and shall be returned to the special account for raised funds after expiration.
(II) deliberations of the board of supervisors
The 4th interim meeting of the third board of supervisors of the company was held on January 17, 2022. The proposal on cash management of wholly-owned subsidiaries using idle raised funds was deliberated and adopted,. The board of supervisors of the company believes that the use of part of the temporarily idle raised funds for cash management 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 of listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, etc, In line with the principle of maximizing the interests of shareholders, it is conducive to improving the use efficiency of raised funds. Therefore, Zhongshan Union Optech Co.Ltd(300691) Display Technology Co., Ltd., a wholly-owned subsidiary, is allowed to use some idle raised funds for cash management.
(III) opinions of independent directors
On the premise of not affecting the normal operation of the investment projects with raised funds, the use of idle raised funds for cash management is conducive to increasing capital income and improving the use efficiency of raised funds, The contents and procedures comply with the provisions of laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and are in line with the interests of the company without harming the company and all shareholders, Especially the interests of minority shareholders.
Therefore, Zhongshan Union Optech Co.Ltd(300691) Display Technology Co., Ltd., a wholly-owned subsidiary, is approved to use some idle raised funds for cash management.
6、 Verification opinions of the recommendation institution
Upon verification, Anxin Securities Co., Ltd. believes that the cash management of display technology using idle raised funds by the wholly-owned subsidiary of the company has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their consent and fulfilled the necessary internal decision-making procedures, 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 (revised in 2022), the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, etc. The company has formulated corresponding risk control measures. The use of idle raised funds for cash management will not affect the normal development of the company’s business activities and will not damage the interests of the company and all shareholders. The sponsor has no objection to the cash management of Zhongshan Union Optech Co.Ltd(300691) Display Technology Co., Ltd., a wholly-owned subsidiary of the company, using some idle raised funds.
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(there is no text on this page, which is the verification opinions of Anxin Securities Co., Ltd. on cash management of Union Optech Co.Ltd(300691) wholly-owned subsidiary using some idle raised funds)
Sponsor representative:
Yang Zhaoxi pan Zuzu
Anxin Securities Co., Ltd
