Guotai Junan Securities Co., Ltd
About Qingdao Haier biomedical Co., Ltd
Verification opinions on using temporary idle raised funds for cash management
Guotai Junan Securities Co., Ltd. (hereinafter referred to as "Guotai Junan" and "sponsor") is the sponsor of Qingdao Haier biomedical Co., Ltd. (hereinafter referred to as "Haier bio" and "the company") for the initial public offering of shares and listing on the science and technology innovation board There are laws, administrative regulations and departments, such as the Listing Rules of bills (revised in April 2019), regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (CSRC announcement [2012] No. 44), administrative measures of Shanghai Stock Exchange on raised funds of listed companies (revised in 2013), measures for continuous supervision of listed companies on science and technology innovation board (Trial Implementation), etc According to the rules and business rules of Haier biological, the cash management of temporarily idle raised funds with a quota of no more than 780 million yuan was checked as follows:
According to the reply on Approving the registration of initial public offering shares of Qingdao Haier Co., Ltd. (zjxk [2019] No. 1742) issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC") on September 20, 2019, the registration application for IPO of the company was approved.
The initial public offering of 79267940 RMB ordinary shares was conducted at a price of 15.53 yuan per share. The total amount of funds raised was 123.10311 million yuan. After deducting the total issuance expenses of 91.4257 million yuan (excluding value-added tax), the actual net amount of funds raised was 1139.654 million yuan. Ernst & Young Huaming Certified Public Accountants (special general partnership) has verified the receipt of the funds raised in this issuance, and issued (anyong Huaming (2019) YZ No. 61433766_ J04) capital verification report.
In accordance with the requirements of relevant laws, regulations and the measures for the management of raised funds of Listed Companies in Shanghai Stock Exchange, the company and its wholly-owned subsidiary Qingdao Haite biomedical Co., Ltd. have signed the tripartite supervision agreement on the special account storage of raised funds and the quadrilateral supervision agreement on the special account storage of raised funds with the sponsor institutions and commercial banks with special accounts.
The company's raised funds are mainly used for "Haier biomedical industrialization project", "product and technology R & D project" and "sales network construction project". The feasibility and necessity of the raised investment project have been fully demonstrated. The relevant project information and the purpose of the raised fund have been detailed in the company's "IPO and listing on the science and Technology Innovation Board" No significant changes have taken place, and there are no changes in the projects raised or major difficulties in the implementation of the projects.
The company's fund-raising investment projects are being actively promoted. Based on the fact that the raised funds need to be gradually invested in the raised projects by stages and projects, some of the raised funds that have not been put into use as planned will be idle in a short period of time. In order to improve the efficiency of capital utilization and increase the return of shareholders, the company plans to use some idle raised funds for cash management on the premise that the project construction and use plan of raised funds are not affected and risks are effectively controlled, so as to increase capital income and maintain fund liquidity.
The company will strictly control the risk in accordance with the relevant provisions, and use the temporarily idle raised funds to purchase investment products with high integrity, good liquidity and the product issuers can provide Principal Guaranteed commitment. The longest term of the product shall not exceed 12 months, and the investment product shall not be used for pledge or for the purpose of securities investment.
Within 12 months from the date of deliberation and approval by the board of directors, the company shall use temporarily idle raised funds up to RMB 780 million (including the amount) for cash management, and the above amount of funds can be recycled and used in a rolling manner within the validity period.
The board of directors authorizes the CFO to exercise the decision-making power and sign relevant contract documents within the validity period and the amount of funds. The authorization is valid within 12 months from the date of deliberation and approval by the board of directors. The financial department of the company shall be responsible for the implementation of specific matters.
The company will, in accordance with the relevant provisions of Shanghai Stock Exchange, timely perform the obligation of information disclosure, and will not change the use of raised funds in disguise.
The income from cash management of the company shall be owned by the company. It shall be used to make up for the insufficient investment amount of the raised investment projects and the working capital required for the daily operation of the company. The fund shall be managed and used in strict accordance with the requirements of the CSRC and the Shanghai Stock Exchange on the supervision measures for raised funds. The cash management will be returned to the special account for raised funds after the expiration of the cash management.
The company plans to use temporary idle raised funds for cash management under the premise of ensuring the funds required for the company's raised investment projects and ensuring the safety of the raised funds. It will not affect the company's daily capital turnover needs and the normal operation of the raised funds investment projects, nor will it affect the normal development of the company's main business. At the same time, through the appropriate and timely cash management of temporarily idle raised funds, it can improve the use efficiency of funds and increase the company's income, which is in line with the interests of the company and shareholders.
The investment products to be purchased by the company belong to low-risk investment varieties. However, the financial market is affected by macro-economy and other factors. It is not ruled out that the investment income will be affected by market fluctuations. The company will intervene appropriately according to the economic situation and financial market changes, so the actual income of short-term investment is unpredictable.
The board of directors of the company authorizes the CFO to exercise the investment decision-making power and sign relevant contract documents, including (but not limited to) selecting high-quality cooperative financial institutions, specifying the amount and period of cash management, selecting cash management product varieties, signing contracts and agreements, etc. The financial department of the company is responsible for organizing the implementation, timely analyzing and tracking the investment direction and project progress of cash management products of financial institutions. Once any adverse factor is found or judged, it must be timely
Take corresponding measures to control the investment risk.
The independent directors, the audit committee of the board of directors and the board of supervisors have the right to supervise and inspect the use of funds, and may employ professional institutions to audit when necessary.
The company shall handle relevant cash management business in strict accordance with the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, administrative measures for raised funds of listed companies of Shanghai Stock Exchange, and management system of raised funds of the company.
As of the issuing date of this verification opinion, the company's cash management balance with idle raised funds is 780 million yuan.
On December 1, 2020, the 22nd Meeting of the first board of directors and the 18th meeting of the first board of supervisors respectively deliberated and passed the proposal on cash management with temporarily idle raised funds. It was agreed that the maximum use of the raised funds should not exceed RMB 78 without affecting the investment project progress and utilization plan of the raised funds, The temporary idle raised funds of RMB 10 million (including the amount) to purchase investment products with high safety, good liquidity and the product issuers can provide capital guarantee commitment shall be effective within 12 months from the date of deliberation and approval by the board of directors, and the amount of funds mentioned above can be recycled and used in a rolling manner within the validity period. The independent directors of the company expressed their agreed independent opinions on the matter. According to the relevant provisions of the articles of association of Qingdao Haier biomedical Co., Ltd., the use of temporarily idle raised funds for cash management does not need to be deliberated by the general meeting of shareholders.
After verification of the company's latest financial situation, resolutions of the board of directors, resolutions of the board of supervisors and independent opinions expressed by independent directors, the sponsor believes that:
The company's use of temporarily idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their clear consent, which conforms to the relevant laws and regulations and performs the necessary legal procedures. The company's use of some temporarily idle raised funds for cash management is in line with the rules for listing shares on the science and Technology Innovation Board of Shanghai Stock Exchange (revised in April 2019), the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and the administrative measures for raised funds of listed companies of Shanghai Stock Exchange (revised in 2013), etc Relevant laws, regulations, normative documents and the company's "management system for raised funds" and other relevant provisions, there is no change in the use of the raised funds in disguised form, which will not affect the project construction of the raised funds and the use of the raised funds, and will not adversely affect the company's business activities, which is in the interests of the company and all shareholders.
To sum up, the sponsor agrees that the company will use temporarily idle raised funds of no more than RMB 780 million for cash management.
(there is no text on this page, which is the signature page of Guotai Junan Securities Co., Ltd. on the verification of Qingdao Haier biomedical Co., Ltd. using temporarily idle raised funds for cash management.)
Sponsor representative:
Wei Peng Xu Huachen
Guotai Junan Securities Co., Ltd
December 1, 2020
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