Sinolink Securities Co.Ltd(600109)
About Xiamen Weike Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd
Verification opinions on cash management using some idle raised funds
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as "sponsor") is the sponsor of Xiamen Weike Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd. (hereinafter referred to as "Weike technology" or "company") for initial public offering and listing on the gem. According to the measures for the administration of securities issuance and listing sponsor business and the rules for listing on the gem of Shenzhen Stock Exchange According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and other relevant provisions, Weike technology has verified the cash management of some idle raised funds. The verification results are as follows: 1 Basic information of raised funds
(I) the company's initial public offering of shares to raise funds
On December 1, 2021, the China Securities Regulatory Commission approved and issued the reply on Approving the registration of Xiamen Weike Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd.'s initial public offering (zjxk [2021] No. 3798), and approved the registration application of the company's initial public offering. According to the above reply, the company issued 31.2 million RMB ordinary shares (A shares) in the initial public offering, with the issue price of 64.08 yuan / share, and the total amount of funds raised was 1999296000.00 yuan. After deducting 243467806.44 yuan of issuance related expenses (excluding value-added tax), the net amount of funds actually raised was 1755828193.56 yuan. The raised funds have been transferred to the special storage account of raised funds opened by the company for this issuance to specific objects on January 6, 2022. The arrival of the above funds has been verified by Dahua Certified Public Accountants (special general partnership) and issued the capital verification report (Dahua Yan Zi [2022] No. 00000 1).
The company has stored the raised funds in a special account and signed the tripartite supervision agreement on raised funds with the sponsor and the bank.
(II) use of raised funds
According to the disclosure in the prospectus, the funds raised from the company's initial public offering of shares will be used for the investment and construction of the following projects after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment amount of the project to be invested in raised funds
1. Weike high end intelligent Jiangnan Mould & Plastic Technology Co.Ltd(000700) Industrial Park project 38022.08 38022.08
2 Weike molding intelligent manufacturing project 31149.87 31149.87
3. Upgrading of Weike Technology Center 6108.00 6108.00
4. Construction of Weike marketing service network 2217.75 2217.75
Total 77497.70
As 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 at this stage. 2、 Basic information of cash management using some idle raised funds this time
(I) variety of financial products
In order to control risks, financial products are issued by banks, securities companies, trust companies and other financial institutions that can provide breakeven commitments. The varieties of investment are financial products with high security, good liquidity and breakeven agreement, and the single transaction shall not exceed RMB 700 million (including this amount).
(II) validity of the resolution
It shall be valid within one year from the date of deliberation and approval by the board of directors.
(III) investment quota
On the premise of ensuring the construction and use of raised funds, the company uses idle raised funds of no more than 1.3 billion yuan (including this amount) to purchase financial products according to the proposed purchase plan of financial products. Within the above validity period, the funds can be used on a rolling basis.
(IV) implementation mode
Within the limit, the chairman of the company is authorized to exercise the investment decision-making power and sign relevant contract documents, including but not limited to: selecting a qualified professional financial institution as the trustee, specifying the amount and period of entrusted financial management, selecting the variety of entrusted financial management products, signing contracts and agreements, etc. The company's specific investment activities shall be organized and implemented by the company's financial department.
The above financial products shall not be used for pledge, and the special settlement account for products shall not deposit non raised funds or be used for other purposes. If the special settlement account for products is opened or cancelled, the company will make a timely announcement.
(V) information disclosure
The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of the CSRC and the exchange.
4、 Investment risk analysis and risk control measures
(I) investment risk
Although financial products belong to low-risk investment varieties, the financial market is greatly affected by macro-economy. The company will intervene timely and 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
1. The financial department of the company will timely analyze and track the investment direction of bank financial products and project progress. If adverse factors are found or judged, corresponding measures will be taken in time to strictly control investment risks.
2. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of the above idle raised funds, and can hire professional institutions to audit when necessary.
3. The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange. 5、 Impact on the company
The company's use of some idle raised funds for cash management is implemented on the premise of ensuring that it does not affect the normal use of raised funds and effectively control risks, does not affect the normal operation of the company's raised investment projects, and does not damage the interests of the company and shareholders. Appropriate low-risk investment and financial management can improve the use efficiency of raised funds, further increase the company's income and protect the interests of all shareholders. 6、 The review procedures for cash management using some idle raised funds this time
(I) deliberations of the board of directors
On January 18, 2022, the 16th meeting of the first board of directors of the company deliberated and adopted the proposal on the company's plan to use some idle raised funds for cash management, which was unanimously agreed by all directors after deliberation and voting.
(II) deliberation and opinions of the board of supervisors
On January 18, 2022, the 10th meeting of the first board of supervisors of the company deliberated and adopted the proposal on the company's plan to use some idle raised funds for cash management, which was unanimously agreed by all supervisors after voting.
The board of supervisors believes that the company's use of some idle raised funds for cash management is conducive to improving the use efficiency of funds, obtaining certain investment benefits, will not affect the construction of raised funds and the use of raised funds, does not change the purpose of raised funds in a disguised manner, is in line with the interests of the company and all shareholders, and does not damage the company and all shareholders, Especially for the interests of minority shareholders, the decision-making and deliberation procedures of the matter are legal and compliant. It is agreed that the company will use temporarily idle raised funds with a maximum amount of no more than RMB 1.3 billion (including this amount) for cash management without affecting the construction of investment projects and the use of raised funds.
(III) opinions of independent directors
The independent directors of the company believe that: the company has fulfilled the necessary approval procedures for cash management with raised funds; The company's cash management of the raised funds is conducive to improving the use efficiency of funds and increasing the income of the company's cash management, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and minority shareholders. This time, some idle raised funds are used for cash management, and there is no behavior of changing the purpose of raised funds in disguise, which will not affect the normal implementation of investment projects with raised funds. We agree that the company will use the raised funds for cash management in accordance with the contents determined in the relevant proposals. 7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that there is no change or disguised change in the purpose of the raised funds and damage to the interests of shareholders in the use of some idle raised funds for cash management, which will not affect the normal progress of the investment project of the raised funds. The matter has been deliberated and adopted at the 16th meeting of the first board of directors and the 10th meeting of the first board of supervisors of the listed company. The independent directors have expressed their explicit consent and fulfilled the necessary procedures, which is in line with the Listing Rules of GEM stocks of Shenzhen Stock Exchange Relevant provisions of relevant laws, regulations and normative documents such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of companies listed on GEM, regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies. The sponsor has no objection to the cash management of Weike technology using some idle raised funds.
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(there is no text on this page, which is the signature page of Sinolink Securities Co.Ltd(600109) opinions on the verification of Xiamen Weike Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd. using some idle raised funds for cash management)
Sponsor representative:
Fu Zhifeng, Yu Lin
Sinolink Securities Co.Ltd(600109) mm / DD / yy
