Guoyuan Securities Company Limited(000728)
About Baoxiniao Holding Co.Ltd(002154)
The verification opinions Guoyuan Securities Company Limited(000728) (hereinafter referred to as ” Guoyuan Securities Company Limited(000728) ” and “sponsor”) on the use of some idle raised funds for cash management as the sponsor of Baoxiniao Holding Co.Ltd(002154) (hereinafter referred to as ” Baoxiniao Holding Co.Ltd(002154) ” and “company”) for non-public offering of shares, in accordance with the measures for the administration of securities issuance and listing sponsorship business and the stock listing rules of Shenzhen Stock Exchange The regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business and other relevant laws and regulations, The cash management matters of Baoxiniao Holding Co.Ltd(002154) using some idle raised funds for cash management have been carefully verified. The specific verification conditions are as follows:
1、 Basic information of raised funds
According to the reply on approving Baoxiniao Holding Co.Ltd(002154) non-public offering of shares (zjxk [2021] No. 3477) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company is approved to issue no more than 273170198 new shares in a non-public manner. The company actually issued 241721855 ordinary shares in RMB, with the issue price of 3.02 yuan per share. The total amount of funds raised was RMB 7300000002.10 yuan. After deducting the issuance expenses of RMB 6221860.27 yuan (excluding value-added tax), the net amount of funds raised was RMB 723778141.83 yuan. Lixin Certified Public Accountants (special general partnership) has verified the availability of funds raised from this non-public offering and issued the capital verification report (xksbz [2021] No. zf1111). The company has carried out special account storage management of the above raised funds in accordance with relevant regulations, and signed a tripartite supervision agreement on the raised funds with the sponsor and the bank storing the raised funds.
2、 Use of raised funds
According to the resolution of the company’s third extraordinary general meeting in 2021 and the announcement on adjusting the actual amount of raised funds invested in non-public development bank stock raised funds investment projects, the investment projects and use plans of raised funds are as follows:
Unit: 10000 yuan
Sequence project name raised funds before total investment adjustment raised funds No. proposed investment amount proposed investment amount after adjustment
1 enterprise digital transformation project 25500.00 23500.00 18380.41
2 R & D center expansion project 10415.00 9297.40 4297.40
3. Supplementary working capital 53000.00 49700.00 49700.00
Total 88915.00 82497.40 72377.81
As of January 19, 2022, the balance of the special account for raised funds was 723.7781 million yuan. As the construction of projects invested by raised funds needs a certain period, the raised funds that have not been put into use temporarily are idle according to the raised investment projects and fund investment plans. In order to improve the use efficiency of raised funds, the company will make rational use of some idle raised funds for cash management and increase fund income without affecting the progress of investment projects with raised funds, normal production and operation of the company and ensuring fund safety.
3、 Basic information of cash management using some idle raised funds this time
In order to improve the use efficiency of the company’s idle raised funds and make rational use of the idle raised funds, the company plans to use the idle raised funds of no more than 200 million yuan to purchase structural deposits and deposits in combination with the actual operation and use of the raised funds without affecting the normal operation of the company and the normal use plan of the raised funds For principal guaranteed products with high security such as certificates of deposit, within the above limit, the funds can be used on a rolling basis. At the same time, the company’s management is authorized to implement the above cash management matters, and the authorization period is valid within 12 months from the date of deliberation and approval by the company’s board of directors. The details are as follows:
(I) investment purpose: under the condition of ensuring that the construction of investment projects with raised funds and the use of raised funds will not be affected, and the risks will be effectively controlled, in order to improve the use efficiency and income level of funds, make rational use of idle raised funds, better maintain and increase the value of the company’s funds, and safeguard the interests of all shareholders, it is proposed to use some idle raised funds for cash management.
(II) investment quota: the company plans to use idle raised funds of no more than 200 million yuan to purchase principal guaranteed products with high security such as structural deposits and large certificates of deposit. Within the above quota, the funds can be used on a rolling basis. (III) investment varieties: the company strictly controls risks in accordance with relevant regulations, strictly evaluates and screens financial products, and selects principal guaranteed financial products or structured deposits with high security, good liquidity and less than one year (including one year). It does not involve the types of venture capital specified in the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
(IV) investment term: valid within one year from the date of deliberation and approval by the board of directors of the company.
The raised funds are used normally.
(VI) implementation method: within the above quota and period, the approval of specific financial management scheme shall be implemented in accordance with the company’s measures for the administration of raised funds and other relevant provisions.
4、 Investment risk analysis and risk control measures
(I) investment risk
1. During the management and application of financial funds, it may face policy risk, market risk, liquidity risk, information transmission risk, non establishment risk of financial products and force majeure risk.
2. The investment opportunity is affected by the economic situation and changes in the financial market, so the actual return of investment is uncertain.
3. Operational risks of relevant staff.
(II) risk control
1. The company will select financial products of financial institutions with good reputation for idle raised funds, and strictly screen and review the type, amount, term, investment direction, rights, obligations and legal liabilities of both parties. 2. Clarify the implementation procedures, implement them after approval according to the procedures, earnestly implement relevant internal management systems and strictly control risks.
3. Strengthen market analysis and research, and timely track the investment direction of financial products and project progress. If the evaluation 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 investment risks.
4. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.
5. The company’s internal audit department is responsible for daily inspection and supervision of cash management and reporting to the audit committee of the board of directors.
5、 Impact on the company’s operation
The company’s use of some idle raised funds for cash management is to use some temporarily idle raised funds for cash management without affecting the investment project construction of raised funds and ensuring the safety of funds, which will not affect the normal development of the company’s main business and the construction of raised funds projects, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders, At the same time, it can improve the efficiency of capital use, obtain certain income and obtain more returns for the company and shareholders.
6、 Relevant review procedures and opinions
1. Deliberations of the board of directors
The company held the 18th meeting of the 7th board of directors on January 19, 2022, and deliberated and adopted the proposal on the company’s use of some idle raised funds for cash management. The board of directors of the company agrees to use idle raised funds of no more than RMB 200 million to purchase principal guaranteed products with high security, such as structural deposits and large certificates of deposit, without affecting the normal operation of the company and the normal use plan of raised funds, combined with the actual operation and use of raised funds of the company.
2. Deliberations of the board of supervisors
The company held the 14th meeting of the 7th board of supervisors on January 19, 2022, deliberated and adopted the proposal on the company’s use of some idle raised funds for cash management.
After deliberation, the board of supervisors believes that the company can improve the use efficiency of raised funds by using idle raised funds of no more than 200 million yuan to purchase high security and liquidity structured deposits, large certificates of deposit and other high security principal guaranteed products without affecting the progress of investment projects with raised funds, the normal production and operation of the company and ensuring the safety of funds, Increase the capital operation income, and there is no situation that damages the interests of the company’s shareholders. 3. Opinions of independent directors
The independent directors of the company expressed their consent to the company’s use of some idle raised funds for cash management, It is considered that the company’s use of some idle raised funds for cash management does not involve the financial products of relevant venture capital varieties specified in the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, does not affect the effective implementation of raised investment projects, and is conducive to improving the use efficiency of funds To improve the company’s operating efficiency, there is no case of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders. The company has performed the necessary procedures for cash management by using some idle raised funds this time, which is in line with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board The management system of raised funds of the company and other relevant laws, regulations and normative documents. We agree that the company will use some idle raised funds for cash management this time.
5、 Verification opinions of the recommendation institution
After verification, Guoyuan Securities Company Limited(000728) believes that: Baoxiniao Holding Co.Ltd(002154) the use of some 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 clear consent and fulfilled the necessary internal decision-making procedures; The company’s use of idle raised funds for cash management this time does not change the purpose of raised funds in a disguised manner, does not affect the normal progress of the investment plan of raised funds, and does not damage the interests of the company and its shareholders, which is in line with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange Regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of main board listed companies, articles of association, raised funds management system and other relevant provisions. Therefore, the recommendation institution has no objection to the cash management of Baoxiniao Holding Co.Ltd(002154) idle raised funds with a maximum amount of no more than 200 million yuan.
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