Minsheng Securities Co., Ltd
Verification opinions on Beijing Sdl Technology Co.Ltd(002658) continuing to use temporarily idle raised funds and self owned funds for cash management
In accordance with the measures for the administration of securities issuance and listing recommendation business, 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 self-discipline supervision of listed companies No. 1 - standardized operation of listed companies on the main board of Shenzhen Stock Exchange issued by the China Securities Regulatory Commission, Minsheng Securities Co., Ltd. (hereinafter referred to as the "sponsor") acts as the sponsor of Beijing Sdl Technology Co.Ltd(002658) (hereinafter referred to as " Beijing Sdl Technology Co.Ltd(002658) " or "the company") to publicly issue convertible corporate bonds, The relevant conditions of cash management of Beijing Sdl Technology Co.Ltd(002658) proposed to continue rolling use of temporary idle raised funds of no more than 400 million yuan and self owned funds of no more than 700 million yuan (total temporary idle funds of no more than 1.1 billion yuan) are verified as follows:
1、 Basic information of the raised funds
(I) basic information of raised funds
Approved by the reply on approving Beijing Sdl Technology Co.Ltd(002658) public issuance of convertible corporate bonds (zjxk [2017] No. 2206) of the China Securities Regulatory Commission and approved by the document "SZS [2018] No. 47" of Shenzhen Stock Exchange, the total amount of funds raised by the company through public issuance of convertible corporate bonds is RMB 520 million, After deducting underwriting and recommendation fees and other issuance expenses, the net amount of raised funds is RMB 507262000. The availability of the above raised funds was confirmed by the capital verification report (xksbz [2018] No. zg10002) issued by Lixin Certified Public Accountants (special general partnership) on January 5, 2018. The company has adopted a special account for the above raised funds.
(II) use of raised funds
As of December 31, 2021, the company has committed to use a total of 97.2581 million yuan of raised funds (including handling fees) for the "ecological environment monitoring network comprehensive project" and "VOCs monitoring system production line construction project". As of December 31, 2021, the actual balance of the company's raised funds was 476.9894 million yuan (including interest income).
The above data have not been audited by the audit institution.
(III) reasons for temporary idleness of raised funds
The investment projects of the company's raised funds are "comprehensive ecological environment monitoring network project" and "VOCs monitoring network project"
As of December 31, 2021, the actual investment amount of the company's convertible bond raised funds was small.
The main reason is that the "VOCs monitoring system production line construction project" has not been invested on a large scale because the development speed of China's VOCs market is lower than expected and the company's order volume has not yet met the requirements of mass production; The small investment amount of "ecological environment monitoring network comprehensive project" is due to the change of China's economic environment and the gradual standardization of risk prevention, deleveraging and PPP projects. In order to control the risk of advance projects, the company is more cautious in the decision-making of undertaking such projects. At present, the investment cycle of most government procurement projects undertaken by the company is relatively short, There is no need to adopt the advance mode, the use conditions of the raised funds are not met, and the raised funds are not used. At the same time, due to the impact of covid-19 pneumonia epidemic at home and abroad from 2020 to now, the investment of raised investment projects has also been delayed. Therefore, a large number of raised funds have not been used, resulting in some raised funds being temporarily idle.
2、 Basic information of cash management using temporarily idle raised funds and self owned funds this time
As some of the funds raised at this stage are idle in the short term, some of their own funds are also temporarily idle according to the actual needs of daily operation. The company held the 18th meeting of the 4th board of directors on January 19, 2022, deliberated and approved the proposal on the company's continued use of temporarily idle raised funds for cash management and the proposal on the company and its holding subsidiaries' continued use of temporarily idle own funds for cash management, and agreed to improve the efficiency of fund use and increase the return to shareholders, On the premise of ensuring that it does not affect the normal production and operation of the company, the normal progress of the investment plan of the raised funds and the risk can be effectively controlled, the company continues to use the temporarily idle raised funds on a rolling basis, and the company and its holding subsidiaries continue to use the temporarily idle own funds for cash management, The term shall be valid within one year from the date of deliberation and adoption at the 18th meeting of the Fourth Board of directors. The cash management plan is as follows:
(I) Investor: the company and its holding subsidiaries
(II) investment type: the company will strictly control risks in accordance with relevant regulations, strictly evaluate and screen investment products, and invest in principal guaranteed products with high security such as structured deposits and large certificates of deposit when using raised funds for cash management. The term of investment products shall not exceed 12 months, and must be safe and liquid, and shall not be used for securities investment Derivatives trading and other high-risk investments. Investment products shall not be pledged, and the special settlement account for raised capital products shall not deposit non raised funds or be used for other purposes.
When the company and its holding subsidiaries continue to use temporarily idle self owned funds for cash management, they choose cash management products with high security, good liquidity and low and medium risk, including but not limited to structural deposits, large certificates of deposit, bank financial products, asset management plans, trust products that are actually fixed income and other fixed income products.
(III) investment period: in order to ensure the normal operation of the investment plan of the raised funds and the normal production and operation of the company, the company will select short-term cash management products within 12 months when using the raised funds for cash management; When using self owned funds for cash management, the appropriate investment period can be selected according to the actual capital situation. (IV) investment quota: the company plans to continue to use the temporarily idle raised funds of no more than 400 million yuan, and the company and its holding subsidiaries plan to continue to use the temporarily idle own funds of no more than 700 million yuan, that is, continue to use the temporarily idle funds of no more than 1.1 billion yuan for cash management.
(V) implementation method: within the above limit, the chief financial officer of the company shall exercise the decision-making of investing in specific products, and authorize the financial personnel of the company to go through relevant procedures.
(VI) information disclosure: the company will timely announce the company's cash management matters 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, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies No. 1 - standardized operation of listed companies on the main board and other relevant requirements, And pay real-time attention to the progress of investment products, and timely disclose the risk prompt announcement when it is found that there are major risks in investment products.
3、 Investment risk, risk control measures and impact on the company's daily operation
(I) investment risk
The company will determine the investment amount and investment period within the scope authorized by the board of directors according to the assets and business plan. Although the cash management using the raised funds is capital guaranteed investment and the cash management products of its own funds are medium and low risk investment, according to the people's Bank of China, Bank Of China Limited(601988) Insurance Regulatory Commission According to the requirements of the guiding opinions on standardizing the asset management business of financial institutions (YF [2018] No. 106) jointly issued by the China Securities Regulatory Commission and the State Administration of foreign exchange, financial institutions shall not promise to guarantee the principal and income when carrying out asset management business, and financial institutions shall not advance capital and cash in any form in case of difficulty in confirmation.
Therefore, the principal guarantee of cash management has risks, the investment varieties have floating income, the actual income of investment is unpredictable, and there are certain investment risks.
(II) for investment risks, the proposed measures are as follows:
1. The company will timely analyze and track the investment direction and net value changes of investment products. Once adverse factors are found or judged, the company will timely take corresponding preservation measures to control investment risks. In case of serious adverse factors such as the deterioration of the financial situation of the product issuer and the loss of the invested products, the company will timely disclose them;
2. The internal audit department of the company is responsible for auditing and supervising the use and custody of investment funds, comprehensively inspecting all investment projects of financial products at the end of each quarter, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the Audit Committee;
3. 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.
(III) impact on the daily operation of the company
The company continues to use the temporarily idle raised funds and the company and its holding subsidiaries continue to use the temporarily idle own funds for cash management on the premise of ensuring the normal operation of the investment plan of the raised funds and the normal operation of the company and its holding subsidiaries. There is no behavior of changing the purpose of the raised funds in a disguised manner, It will not affect the normal progress of the investment plan of the raised funds and the normal development of the main business. The company continues to use temporarily idle raised funds and the company and its holding subsidiaries continue to use temporarily idle own funds for cash management, which is conducive to improving the company's fund use efficiency, increasing income and obtaining better investment return for the company and shareholders.
4、 Cash management of the company with raised funds and self owned funds in the first 12 months
The company held the 7th Meeting of the 4th board of directors on January 20, 2021 to review the proposal on the company's continued use of temporarily idle raised funds for cash management and the proposal on the company and its holding subsidiaries' continued use of temporarily idle self owned funds for cash management, and agreed to improve the use efficiency of raised funds, On the premise of not affecting the construction of investment projects with raised funds and effectively controlling risks, the company continues to use temporarily idle raised funds of no more than 400 million yuan for cash management. The investment is safe, liquid and meets the capital preservation requirements. The issuer can provide cash management products or structured deposits with capital preservation commitments, and the investment period shall not exceed 12 months, When the raised funds are used for cash management, they shall not be used for high-risk investments such as securities investment and derivatives trading, investment products shall not be pledged, and the special settlement account for raised funds products shall not deposit non raised funds or be used for other purposes; It is agreed that in order to continue to improve the use efficiency of its own funds, on the premise of not affecting the normal production and operation of the company and effectively controlling risks, the company and its holding subsidiaries continue to use temporarily idle own funds of no more than 650 million yuan for cash management, and invest in cash management products with high safety, good liquidity and low and medium risks, including but not limited to bank financial products Asset management plans, trust products that are actually fixed income and other fixed income products, etc. The board of directors shall authorize the chief financial officer of the company to be responsible for the implementation of the above cash management matters, and the authorization period shall be valid within one year from the date of deliberation and approval at the seventh meeting of the Fourth Board of directors of the company. The independent directors, the board of supervisors and the recommendation institution of the company have respectively expressed their opinions on the above matters.
The above companies use temporarily idle raised funds and the company and its holding subsidiaries use temporarily idle self owned funds
The cash management of the fund will expire on January 20, 2022. As of the date of issuance of this verification opinion, the company
There are 382 million yuan of raised funds and cash management products will expire successively during 2022; There are still 645 million
Yuan's own fund cash management products will gradually expire during 2022.
As of the date of issuance of this verification opinion, the company has used the raised funds and its own funds in the first 12 months
See the following table for details of cash management:
Unit: 10000 yuan
Product name product type amount capital value date due date days expected annualized source yield due
Unit structured deposit Principal Guaranteed floating 1500 raises 210232 product funds due from 1.0% - 3.35% of 91 1.0% - 3.35% of 2021-2-4 2021-5-6
Unit structured deposit Principal Guaranteed floating collection linked Euro confirmation
Phase 13 of 2021 06 Yixing 8700 fund 2021-3-26 2021-6-30 96 USD spot remittance maturity No. 96 day rate
Unit structured deposit Principal Guaranteed floating collection linked Euro confirmation
Phase 22 of 2021 02 interest type 14500 fund 2021-5-26 2021-8-30 96 USD spot remittance maturity No. 96 day rate
Unit structured deposit Principal Guaranteed floating collection linked Euro confirmation
The 27th issue of 2021: 10 interest type 8700 funds 2021-7-2 2021-10-15 USD 105 spot remittance maturity No. 105 day rate
Unit structured deposit Principal Guaranteed floating collection linked Euro confirmation
The 36th issue of 2021: 14500 fund of 10 benefit type
