Guotai Junan Securities Co.Ltd(601211)
About Jiangsu Shentong Valve Co.Ltd(002438)
Verification opinions on using some idle raised funds for cash management
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) securities” or “sponsor”) as a sponsor of Jiangsu Shentong Valve Co.Ltd(002438) (hereinafter referred to as ” Jiangsu Shentong Valve Co.Ltd(002438) ” or “company”) non-public offering of shares, According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and According to the requirements of relevant laws and regulations 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, we have carefully verified the cash management of Jiangsu Shentong Valve Co.Ltd(002438) to use some idle raised funds, and expressed the following opinions:
1、 Basic information of raised funds
According to the approval of the reply on approving Jiangsu Shentong Valve Co.Ltd(002438) non-public offering of shares (zjxk [2021] No. 3710) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), Jiangsu Shentong Valve Co.Ltd(002438) issued a total of 21781305 ordinary shares in RMB to 18 qualified investors in the form of non-public offering, with an issue price of 17.01 yuan per share, The company raised a total of 370499998.05 yuan of monetary funds. After deducting the issuance expenses of 8629321.96 yuan (excluding tax), the net amount of funds actually raised by the company was 361870676.09 yuan. The above raised funds arrived on January 4, 2022 and have been verified by Tianzhi International Certified Public Accountants (special general partnership), and the capital verification report “Tian Ye Ye Zi [2022] No. 136” was issued on January 5, 2022 for confirmation.
According to the company’s plan for non-public development of A-Shares in 2021 (Revised Version), the company’s investment projects and use plans of the funds raised by the non-public offering of shares are as follows:
Unit: 10000 yuan
S / N: proposed amount of raised funds to be invested after adjustment of raised funds in the name plan of the main project to be implemented
S / N: the proposed fund-raising in the name plan of the main project to be implemented will be put into the fund-raising after adjustment
Capital investment amount fund raising amount
1 Jiangsu Shentong Valve Co.Ltd(002438) spent fuel reprocessing key equipment R & D and industrialization (phase II) project 15000.00 15000.00
2. Development and industrialization project of large special flange with an annual output of 10000 tons in Wuxi 15550.00 15550.00
3 Jiangsu Shentong Valve Co.Ltd(002438) supplement working capital 6500.00 5637.07
Total 37050.00 36187.07
As the construction of the raised investment project needs a certain period, according to the construction progress of the raised investment project, some of the raised funds are idle in the short term.
2、 Use of raised funds and idle reasons
As of the date of issuance of this verification opinion, the company has used 65061934.05 yuan of raised funds, and the balance of the special account for raised funds is 305438064 yuan. As the construction of the project invested by the raised funds needs a certain period, the raised funds that have not been put into use are temporarily idle according to the construction progress of the project invested by the raised funds of the company. 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 by using some idle raised funds this time
(I) investment purpose
The funds raised by this non-public offering of the company shall be gradually invested according to the actual needs of project construction. In line with the principle of maximizing the interests of shareholders, in order to improve the use efficiency of the raised funds, the company reasonably uses some idle raised funds for cash management and increase the capital income without affecting the construction and use of the above raised funds, Obtain more returns for the company and shareholders.
(II) investment quota
The company and its wholly-owned subsidiaries intend to use idle raised funds with an amount of no more than RMB 300 million for cash management. Within the validity period of the resolution of the board of directors, these funds can be used in a circular and rolling manner and returned to the special account for raised funds after expiration.
(III) investment products
In order to control risks, the company and its wholly-owned subsidiaries intend to invest in cash management products with high security, good liquidity and a term of no more than 12 months, including but not limited to financial products, structured deposits, time deposits, certificates of deposit, etc. the main issuers of the products are commercial banks and other financial institutions that can provide principal guarantee commitments.
The products to be invested by idle raised funds must meet the following conditions: 1. High safety and meet the capital preservation requirements; 2. Good liquidity, which shall not affect the normal operation of the investment plan of the raised funds; 3. Short term, no more than 12 months. The above products shall not be used for pledge, and the special settlement account for products shall not be used for non raised funds or other purposes. If the special settlement account for products is opened or cancelled, the company will timely submit it to Shenzhen stock exchange for filing and announcement. Investment varieties are not used for the purpose of high-risk investment such as securities investment and derivatives trading. (IV) investment period
Effective within 12 months from the date of deliberation and approval by the board of directors, the company and its subsidiaries can use the cash management limit on a rolling basis within the period.
(V) decision making procedure
It is proposed to use the raised funds of no more than 300 million yuan for cash management, which does not exceed 20% of the net assets of the company in the latest audited consolidated statements and no more than 15% of the company’s total assets. Within the approval authority of the board of directors, it is not necessary to submit it to the general meeting of shareholders for deliberation.
(VI) implementation mode
Within the limit, the board of directors of the company authorizes the management to exercise the investment decision-making power and sign relevant contract documents. The financial director of the company organized the implementation, and the specific operation of the financial department of the company was approved by the board of directors. (VII) information disclosure
The company will timely disclose the specific situation of specific cash management business in accordance with relevant requirements 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 stock listing rules of Shenzhen Stock Exchange, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
(VIII) relationship
The company intends to invest in products from financial institutions that do not have a related relationship. The use of idle raised funds for cash management will not constitute a related party transaction.
4、 Investment risk and risk control measures
Although the products that the company intends to invest with idle raised funds are products with high safety and good liquidity, which are characterized by low investment risk and high principal security, the financial market is greatly affected by macroeconomic, fiscal and monetary policies. It is not ruled out that the investment product may be affected by market fluctuations, resulting in the risk that the investment income does not meet the expectation.
(I) investment risk
1. The company’s investment products have been strictly evaluated, but the financial market is affected by macro-economy, so it is not excluded that the investment is affected by market fluctuations.
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market. It does not rule out the impact of market fluctuations, and the income of short-term investment is unpredictable.
3. Operation and monitoring risks of relevant staff.
(II) risk control measures
1. During cash management, the company will select investment products with good liquidity, high security, breakeven commitment and investment period of no more than 12 months, and clarify the amount, period, investment varieties, rights, obligations and legal liabilities of both parties.
2. The Finance Department of the company will analyze and track the investment direction and progress of products in real time. Once it is found that there are risk factors that may affect the safety of the company’s funds, it will take preservation measures in time to control the investment risk.
3. The Audit Department of the company is responsible for the audit and supervision of the use and custody of funds for cash management. At the end of each quarter, it shall conduct a comprehensive inspection on all projects purchasing financial products, reasonably predict the possible gains and losses of various investments according to the principle of prudence, and report to the audit committee.
4. The company’s independent directors and the board of supervisors have the right to conduct regular or irregular inspection on the situation of their investment products, and can hire professional institutions to audit when necessary.
5. The company will disclose the investment products and relevant profits and losses during the reporting period in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Impact of using some idle raised funds for cash management on the company
1. The company’s use of idle raised funds for cash management is implemented on the premise of ensuring that the investment projects of raised funds will not be affected, which will not affect the normal development of the company’s investment projects of raised funds.
2. Through the cash management of idle raised funds, we can improve the use efficiency of raised funds, obtain certain investment benefits, further improve the overall performance level of the company, and return the shareholders of the company with stable investment income.
6、 Procedure for performance
The use of some idle raised funds for cash management has been deliberated and adopted at the 25th meeting of the Fifth Board of directors and the 21st Meeting of the Fifth Board of supervisors, and the deliberation procedures meet the regulatory requirements. The independent directors and recommendation institutions of the company have expressed clear consent to this matter.
(I) deliberations of the board of directors
On January 20, 2021, Jiangsu Shentong Valve Co.Ltd(002438) held the 25th meeting of the Fifth Board of directors, deliberated and adopted the proposal on using some idle raised funds for cash management, It is agreed that the company and its wholly-owned subsidiaries use idle raised funds of no more than RMB 300 million for cash management to purchase principal guaranteed financial products or structured deposits of no more than 12 months without affecting the construction of investment projects with raised funds and the normal operation of the company.
(II) deliberations of the board of supervisors
On January 20, 2021, Jiangsu Shentong Valve Co.Ltd(002438) held the 21st Meeting of the 5th board of supervisors, deliberated and adopted the proposal on using some idle raised funds for cash management. The members of the board of supervisors unanimously agreed that the company and its wholly-owned subsidiaries use the temporarily idle raised funds for cash management this time, which is conducive to improving the use efficiency of raised funds and increasing the company’s capital income. The relevant procedures comply with the relevant provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies of the CSRC, It does not conflict with the implementation plan of the company’s investment projects with raised funds, does not affect the normal progress of the investment projects with raised funds, nor does it change or change the purpose of the raised funds in a disguised form and damage the interests of shareholders. We agree that the company and its wholly-owned subsidiaries use idle raised funds of no more than RMB 300 million for cash management.
(III) opinions of independent directors
The independent directors carefully considered the company’s proposal on using some idle raised funds for cash management, conducted necessary reviews on the company’s operation, finance and cash flow, and expressed the following independent opinions:
After verification, according to the construction progress of the company’s investment projects with raised funds, the company and its wholly-owned subsidiaries use idle raised funds of no more than RMB 300 million for cash management on the premise of ensuring that the normal progress of the investment projects with raised funds is not affected, which is used for high security, good liquidity and high security with an investment period of no more than 12 months The principal guaranteed financial products or structured deposits with good liquidity are conducive to improving the use efficiency of the raised funds, which is in line with the principle of maximizing the interests of the company and shareholders. There is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of the company and shareholders, especially the interests of minority shareholders. The company and its wholly-owned subsidiaries use temporarily idle raised funds for cash management this time, which meets the regulatory guidelines for 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 and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board Therefore, we unanimously agree that the company and its wholly-owned subsidiaries use the temporarily idle raised funds of no more than RMB 300 million for cash management, and the amount can be used on a rolling basis within the validity period of 12 months after the approval of the board of directors.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company and its wholly-owned subsidiaries intend to use some idle raised funds for cash management, which meets the requirements of normative documents on the use of raised funds. The relevant proposals have been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their explicit consent; The company and its wholly-owned subsidiaries intend to use part of the idle raised funds for cash management, which is conducive to improving the use efficiency of funds and obtaining certain investment benefits. There is no situation of changing the use purpose of raised funds in a disguised manner and does not affect the normal progress of the investment plan of raised funds. In conclusion, the sponsor has no objection to the company and its wholly-owned subsidiaries’ cash management using some idle raised funds this time.
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