China Securities Co.Ltd(601066) about
Kyland Technology Co.Ltd(300353)
Verification opinions on temporarily replenishing working capital with some idle raised funds
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “recommendation institution”) as a recommendation institution for Kyland Technology Co.Ltd(300353) (hereinafter referred to as ” Kyland Technology Co.Ltd(300353) ” or “company”) to issue shares to specific objects and list on GEM through simple procedures, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, It is verified that Kyland Technology Co.Ltd(300353) plans to use some idle raised funds to supplement working capital temporarily. The verification results are as follows:
1、 Basic information of raised funds
According to the reply of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on Approving the registration of Kyland Technology Co.Ltd(300353) issuance of shares to specific objects (zjxk [2021] No. 4069), the company issued 20253164 RMB common shares (A shares) to specific objects at an issue price of 7.90 yuan / share, and the total amount of raised funds was 1599995.60 yuan, After deducting the issuance expenses of RMB 5288918.08, the net amount of raised funds is RMB 154711077.52. On January 5, 2022, ShineWing Certified Public Accountants (special general partnership) issued the inspection report on the paid in situation of Kyland Technology Co.Ltd(300353) newly increased registered capital as of December 31, 2021 (xyzh / 2021tjaa10171) on the arrival of the funds raised by the company’s stock issuance to confirm the arrival of the raised funds. The company has deposited the above raised funds in the special account for the management of raised funds, and signed the supervision agreement on raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Use of raised funds and idle reasons
According to the Kyland Technology Co.Ltd(300353) gem prospectus for issuing shares to specific objects through simple procedures, the net amount of funds raised by the company after deducting the issuance expenses from the funds raised by issuing shares to specific objects this time is intended to be used for R & D and upgrading construction projects of industrial Internet communication equipment, information upgrading projects and supplementary working capital. The net amount of funds actually raised from the issuance of shares to specific objects is 154711077.52 yuan. The investment projects and investment amount of the raised funds are shown in the following table:
Unit: 10000 yuan
No. project name raised capital investment fund used as of January 21, 2022
1 Industrial Internet communication equipment R & D and upgrading construction project 8850.00 24.32
2 informatization upgrading project 2350.00 8.00
3 supplementary working capital 4271.11 4164.54
Total 15471.11 4196.86
As the construction of the raised investment project needs a certain period and the funds need to be invested gradually, some of the raised funds are idle. As of January 21, 2022, the company has used a total of 41.9686 million yuan of the raised funds, and the balance of the raised funds account is 113.6892 million yuan (the above balance includes some unpaid issuance expenses, interest income, etc.). In order to improve the use efficiency of raised funds, the company plans to use idle raised funds to temporarily supplement working capital and reduce the capital cost of the company on the premise of ensuring that the construction of raised investment projects and the use of raised funds are not affected. 3、 Temporary replenishment of working capital with some idle raised funds this time
(I) the plan of temporarily replenishing working capital by using some idle raised funds this time
In order to improve the use efficiency of idle raised funds, reduce the company’s capital cost, save the company’s financial expenses and safeguard the interests of the company and shareholders, on the premise of ensuring the capital demand of industrial Internet communication equipment R & D and upgrading construction projects and information upgrading projects, the company will temporarily supplement working capital with idle raised funds of no more than 50 million yuan, The term of use shall be no more than 12 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for raised funds of the company at the expiration of the term.
(II) rationality and necessity of using some idle raised funds to temporarily supplement working capital
The demand for working capital in the daily operation of the company is increasing. The use of idle raised funds to temporarily supplement working capital is based on the principle of maximizing the interests of shareholders, combined with the actual needs of production and operation and the specific capital situation. The company uses 50 million yuan of idle raised funds to temporarily supplement working capital. Assuming that the one-year loan interest rate of the loan market quotation rate (LPR) published by the people’s Bank of China is 3.70%, it is expected to reduce the company’s interest expenditure by 1.85 million yuan, effectively reduce the company’s financial expenses, improve the use efficiency of raised funds, and alleviate the company’s capital pressure at the same time, Improve the operating efficiency of the company.
(III) description of temporarily replenishing working capital with some idle raised funds
1、 The company’s use of some temporarily idle raised funds to temporarily supplement working capital complies with the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies And the provisions of relevant laws, regulations and normative documents on the use of idle raised funds by listed companies to temporarily supplement working capital do not conflict with the implementation plan of the investment project invested by raised funds, do not affect the normal development of the investment plan of the investment project invested by raised funds, and do not change the investment direction of raised funds in a disguised manner;
2. The use of idle raised funds to temporarily supplement working capital is limited to the production and operation related to the main business, and will not be used for the placement and purchase of new shares, or for the trading of stocks, their derivatives and convertible bonds through direct or indirect arrangements;
4、 Review and approval procedures and relevant opinions
1. Deliberations of the board of directors
On January 25, 2022, the company held the 45th meeting of the 5th board of directors, deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed to the proposal of the company before ensuring the capital demand and normal progress of the construction of investment projects with raised funds, The idle raised funds of no more than 50 million yuan shall be used to supplement the working capital temporarily. The service life shall be no more than 12 months from the date of deliberation and approval by the board of directors, and shall be returned to the special account for raised funds of the company at the expiration.
According to the provisions of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and the guidelines on supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the use of some idle raised funds to supplement working capital temporarily does not need to be submitted to the general meeting of shareholders for deliberation.
2. Opinions of independent directors
On January 25, 2022, the independent directors of the company gave their independent opinions on the proposal on temporarily replenishing working capital with some idle raised funds. The independent directors believed that the company would temporarily replenish working capital with idle raised funds of no more than 50 million yuan on the premise of ensuring the capital demand and normal progress of the construction of investment projects with raised funds, It is conducive to improving the use efficiency of the company’s idle raised funds, reducing the company’s financial expenses and capital costs, meeting the company’s business growth demand for working capital, and improving the company’s overall profitability and comprehensive competitiveness. The company’s plan to temporarily supplement working capital with some idle raised funds this time 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, It complies with 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 relevant laws, regulations, rules and regulations, and there is no damage to the interests of the company and shareholders. Therefore, it is agreed that the company will use the idle raised funds of no more than 50 million yuan to temporarily supplement the working capital. The service life is no more than 12 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for raised funds of the company at the expiration.
3. Opinions of the board of supervisors
On January 25, 2022, the company held the 24th Meeting of the 5th board of supervisors, which deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital. The board of supervisors considered that the company used some idle raised funds to temporarily supplement working capital, and there was no situation of changing the purpose of raised funds in a disguised manner, It does not affect the capital demand and normal progress of the construction of the investment projects with raised funds, and complies with the provisions of the self discipline supervision guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the supervision guidelines for listed companies No. 2 – supervision requirements for the management and use of raised funds by listed companies, and relevant laws, regulations and rules. Therefore, the board of supervisors agreed that the company would temporarily supplement the working capital with idle raised funds of no more than 50 million yuan, and the service life would not exceed 12 months from the date of deliberation and approval by the board of directors.
5、 Verification opinions of the recommendation institution
After verification, China Securities Co.Ltd(601066) Securities believes that the company’s use of some idle raised funds to temporarily supplement working capital has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors and the board of supervisors of the company have issued clear consent opinions and fulfilled the necessary procedures; The company uses some idle raised funds to supplement working capital temporarily, which is conducive to improving the use efficiency of raised funds and reducing the financial cost of the company. There is no situation of changing the purpose of raised funds in a disguised form, and will not affect the normal progress of the company’s investment projects and the use of raised funds. In conclusion, the recommendation institution has no objection to the company’s use of idle raised funds of no more than 50 million yuan to temporarily supplement working capital.
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(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) verification opinions on Kyland Technology Co.Ltd(300353) using some idle raised funds to temporarily supplement working capital) signature of the sponsor representative:
Bi Yanjun, Liu Zizheng
China Securities Co.Ltd(601066) mm / DD / yy
