Ping An Securities Co., Ltd
About Shenzhen Riland Industry Group Co.Ltd(300154)
Verification opinions on continuing to use some idle raised funds for cash management
Ping An Securities Co., Ltd. (hereinafter referred to as “Ping An Securities” or “the sponsor”) acts as a sponsor for continuous supervision of initial public offering of Shenzhen Riland Industry Group Co.Ltd(300154) (hereinafter referred to as ” Shenzhen Riland Industry Group Co.Ltd(300154) ” or “the company”), According to 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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock exchange No. 2 – standardized operation of GEM listed companies According to the requirements of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, Ping An Securities and the designated recommendation representatives Gan Lu and Ouyang Gang have verified the continued use of some idle raised funds (over raised funds) for cash management. The verification results are as follows:
1、 Basic information of raised funds
Shenzhen Riland Industry Group Co.Ltd(300154) the total amount of funds raised from the initial public offering of shares is 1078000000.00 yuan. After deducting 67889643.85 yuan of various issuance expenses, the net amount of funds raised is 1010110356.15 yuan, including the investment project “inverter welding and cutting equipment expansion and technical transformation project” promised in the prospectus of the initial public offering The “R & D center expansion project” and “marketing service center and brand construction project” used a total of 335410000.00 yuan of raised funds, and the amount of over raised funds was 674700356.15 yuan.
The above raised funds have been verified by Lixin certified public accountants Co., Ltd. and a capital verification report (xksbz [2010] No. 12099) has been issued. Shenzhen Riland Industry Group Co.Ltd(300154) has deposited the raised funds in the special account for raised funds for management.
2、 Utilization of over raised funds up to now
(I) use of over raised funds
On March 27, 2011, after deliberation and approval of the 12th meeting of the first board of directors and the 8th meeting of the first board of supervisors of the company, the company increased capital of RMB 25 million to Zhuhai Goode welding automation equipment Co., Ltd. (hereinafter referred to as “Zhuhai Goode”, now renamed “Zhuhai Ruiling Welding Automation Co., Ltd.) with over raised funds, After the capital increase, the company holds 51.46% equity of Zhuhai Goode. On April 21, 2011, Zhuhai Goode obtained the business license of enterprise legal person renewed by Zhuhai Administration for Industry and Commerce of Guangdong Province, and completed the formalities of industrial and commercial change registration. On August 15, 2011, approved by the 17th meeting of the first board of directors and the 12th meeting of the first board of supervisors, the company used the over raised capital of 48 million yuan to permanently supplement the working capital.
On March 24, 2012, after the deliberation and approval of the 20th meeting of the first board of directors and the 15th meeting of the first board of supervisors, the company invested 49 million yuan (about HK $60 million) to establish a wholly-owned subsidiary Ruiling (Hong Kong) Co., Ltd. (hereinafter referred to as “Hong Kong Ruiling”) in Hong Kong. The matter was completed on September 18, 2012. On December 5, 2014, the 17th meeting of the company’s second board of directors and the 16th meeting of the company’s second board of supervisors deliberated and adopted the proposal on capital increase of the wholly-owned subsidiary Ruiling (Hong Kong) Co., Ltd. with over raised funds, It is agreed that the company will use the over raised funds of RMB 79.3 million (about HK $100 million, subject to the exchange rate conversion at the time of actual investment) to increase the capital of Hong Kong Ruiling. In 2015, the capital increase has been completed, and the registered capital of Hong Kong Ruiling has increased to HK $160 million.
On August 24, 2015, the second meeting of the third board of directors and the second meeting of the third board of supervisors considered and approved the proposal on using part of the over raised funds to invest and establish subsidiaries in the United States, and agreed that the company would use part of the over raised funds of RMB 200 million to invest and establish subsidiaries in the United States. On April 28, 2016, the company completed the capital injection of American subsidiary riland international, Inc.
On January 28, 2016, the fifth meeting of the third board of directors, the fourth meeting of the third board of supervisors, and on February 18, 2016, the first extraordinary general meeting of the company in 2016 deliberated and adopted the proposal on closing some raised investment projects and converting the surplus funds into over raised funds and the proposal on terminating some raised investment projects and transferring the remaining funds back to the over raised funds account, Approve the company to complete and close the two raised investment projects of “R & D center expansion project” and “marketing service center and brand construction project”, and transfer the surplus raised funds into over raised funds for management; It is agreed that the company shall terminate the raised investment project “inverter welding and cutting equipment production expansion and technical transformation project”, and transfer the remaining raised funds back to the over raised funds account for management. In 2016, the matter was completed.
On April 23, 2016, the sixth meeting of the third board of directors, the fifth meeting of the third board of supervisors and the 2015 annual general meeting of shareholders of the company on May 17, 2016 considered and approved the proposal on using part of the over raised funds to invest and establish subsidiaries in Germany, and agreed that the company should use part of the over raised funds to invest and establish subsidiaries in Germany, As a platform for the company to make foreign investment and business development in Europe. The company completed the registered capital injection of RMB 3742800 into the German subsidiary riland Europe GmbH on September 29, 2016; On April 17, 2017, it completed the investment of RMB 130631225.95 to the German subsidiary riland Europe GmbH.
On August 25, 2016, the seventh meeting of the third board of directors, the sixth meeting of the third board of supervisors and the second extraordinary general meeting of shareholders in 2016 on September 12, 2016 considered and adopted the proposal on continuing to use some idle raised funds for cash management, It is agreed that the company will continue to use the idle raised funds (over raised funds) with a maximum amount of no more than RMB 300 million for cash management. Within the above amount, the funds can be used on a rolling basis. The term is valid within one year from the date of deliberation and approval by the general meeting of shareholders of the company (calculated based on the starting time of the transaction), and the investment term of a single investment product shall not exceed 12 months.
On August 26, 2017, the 12th meeting of the third board of directors, the 11th meeting of the third board of supervisors and the second extraordinary general meeting of the company in 2017 on September 15, 2017 considered and adopted the proposal on continuing to use some idle raised funds for cash management, It is agreed that the company will continue to use idle raised funds (over raised funds) with a maximum amount of no more than RMB 500 million for cash management. Within the above amount, the funds can be used on a rolling basis.
The term is valid within one year from the date of deliberation and approval of the company’s second extraordinary general meeting in 2017 (calculated based on the starting time of the transaction), and the investment term of a single investment product shall not exceed 12 months.
On March 31, 2018, the 16th meeting of the third board of directors, the 15th meeting of the third board of supervisors and the 2017 annual general meeting of shareholders of the company on April 27, 2018 considered and adopted the proposal on continuing to use some idle raised funds for cash management, It is agreed that the company will continue to use idle raised funds (over raised funds) with a maximum amount of no more than RMB 500 million for cash management. Within the above amount, the funds can be used on a rolling basis. The term is valid within one year from the date of deliberation and approval by the company’s 2017 annual general meeting of shareholders (calculated based on the starting time of the transaction), and the investment term of a single investment product shall not exceed 12 months.
Upon deliberation and approval at the 18th meeting of the third board of directors, the 17th meeting of the third board of supervisors and the first extraordinary general meeting of the company in 2018 on May 25, 2018, the company used the over raised capital of RMB 200 million to permanently supplement the working capital.
On April 20, 2019, the sixth meeting of the Fourth Board of directors The sixth meeting of the Fourth Board of supervisors and the 2018 annual general meeting of shareholders of the company on May 14, 2019 considered and approved the proposal on continuing to use some idle raised funds for cash management, and agreed that the company would continue to use the idle raised funds (over raised funds) with a maximum amount of no more than RMB 300 million for cash management. Within the above amount, the funds could be used on a rolling basis. The term is valid within one year from the date of deliberation and approval by the general meeting of shareholders of the company (calculated based on the starting time of the transaction), and the investment term of a single investment product shall not exceed 12 months.
On April 12, 2020, the 12th meeting of the 4th board of directors The 12th meeting of the 4th board of supervisors and the 2019 annual general meeting of shareholders of the company on May 8, 2020 considered and approved the proposal on continuing to use part of the idle raised funds for cash management, and agreed that the company would continue to use the idle raised funds (over raised funds) with a maximum amount of no more than RMB 300 million for cash management. Within the above amount, the funds could be used on a rolling basis. The term is valid within one year from the date of deliberation and approval by the general meeting of shareholders of the company (calculated based on the starting time of the transaction), and the investment term of a single investment product shall not exceed 12 months.
The 21st Meeting of the 4th board of directors on April 1, 2021 The 21st Meeting of the 4th board of supervisors and the 2020 annual general meeting of shareholders of the company on April 28, 2021 considered and approved the proposal on continuing to use some idle raised funds for cash management, and agreed that the company would continue to use the idle raised funds (over raised funds) with a maximum amount of no more than RMB 350 million for cash management. Within the above amount, the funds could be used on a rolling basis. The term is valid within one year from the date of deliberation and approval by the general meeting of shareholders of the company (calculated based on the starting time of the transaction), and the investment term of a single investment product shall not exceed 12 months. As of September 30, 2021, the company has used the raised funds for cash management of RMB 30.165 million.
As of September 30, 2021, the balance of unused raised funds (over raised funds) of the company was 639366906.12 yuan (including interest income).
(II) reasons for idle raised funds
1. Part of the company’s over raised funds has not been arranged for use;
2. Part of the over raised funds that the company has planned to use have not been used.
3、 Basic information of cash management using some idle raised funds (over raised funds) this time
(I) investment purpose and amount
In order to improve the use efficiency of funds and make rational use of idle raised funds (over raised funds), without affecting the normal operation of the company, the construction of raised investment projects and the normal use plan of raised funds, In accordance with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and in combination with the actual operation and market conditions, The company plans to use some idle raised funds (over raised funds) of no more than RMB 639 million for cash management, and plans to purchase investment products with high safety, good liquidity, principal guaranteed commitment provided by the issuer and a term of no more than 12 months. Within the above limit, the funds can be used on a rolling basis. The use of idle raised funds (including over raised funds) does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the investment project with raised funds, and does not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders.
(II) investment varieties
The company will strictly control risks in accordance with relevant regulations, strictly evaluate investment products, select investment products with high safety, good liquidity, principal guaranteed commitment provided by the issuer and a period of no more than 12 months, not for other securities investment, and not buy products with stocks, their derivatives and unsecured bonds as investment objects.
(III) investment period
Effective within one year from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022 (calculated based on the starting time of the transaction), the investment period of a single investment product shall not exceed 12 months.
(IV) source of funds
The investment funds are idle raised funds (over raised funds) of the company.
(V) decision making procedure
At the 6th meeting of the 5th board of directors of the company, the proposal on continuing to use some idle raised funds for cash management was reviewed and approved, and the board of supervisors and independent directors of the company expressed their consent. This matter needs to be submitted to the general meeting of shareholders for deliberation.
(VI) relationship
The company has no relationship with the financial institution providing investment products.
(VII) implementation mode
The board of directors requests the general meeting of shareholders to authorize the president of the company to exercise the investment decision-making power within the above investment limit and sign relevant contract documents, which shall be organized and implemented by the financial director of the company.
4、 Investment risk analysis and risk control measures
(I) investment risk
1. Although the short-term principal guaranteed financial products have high security and good liquidity, and can ensure the safety of principal, the financial market is greatly affected by macro-economy, and it is not ruled out 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, so the actual income of investment is unpredictable.
3. Operation and monitoring risks of relevant staff.
(II) for investment risk, the company plans to take the following measures:
1. During cash management, the company will select principal guaranteed financial products with high security, good liquidity, principal guaranteed commitment provided by the issuer and a term of no more than 12 months in strict accordance with the regulations, clarify the amount, term, investment varieties, rights, obligations and legal responsibilities of both parties, and strictly control the security of funds;
2. The board of directors requests the general meeting of shareholders to authorize the president of the company to exercise the investment decision-making power within the above investment limit and sign relevant contract documents, which shall be organized and implemented by the financial director of the company. Relevant personnel of the company’s finance department will timely analyze and track the progress and safety of financial funds. If risk factors that may affect the safety of the company’s funds are found in the assessment, effective measures will be taken to control investment risks in time;
3. The audit and supervision department of the company is responsible for internal supervision and regular comprehensive inspection of investment products;
4. 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;
5. The company will be based on Shenzhen Securities Exchange
