China Securities Co., Ltd
About Hengxuan Technology (Shanghai) Co., Ltd
Verification opinions on the use of part of the idle raised funds for cash management
China Securities Co., Ltd. (hereinafter referred to as the "Sponsor"), as the sponsor of the initial public offering of shares of Hengxuan Technology (Shanghai) Co., Ltd. (hereinafter referred to as "Hengxuan Technology" or the "Company") and its listing on the Science and Technology Innovation Board, in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and other relevant regulations, Hengxuan Technology has prudently verified the use of part of the idle raised funds for cash management, and issued the following verification opinions:
First, the basic situation of the funds raised
According to the China Securities Regulatory Commission's "About Agreeing to Hengxuan" issued on October 23, 2020
In the reply to the registration of the initial public offering of shares of Science and Technology (Shanghai) Co., Ltd. (Zheng Jian Xu Xu [2020] No. 2752), the company was approved to issue 30 million ordinary shares of RMB to the public at an issue price of RMB 162.07 per share, and the total amount of funds raised in this offering was RMB 486,210,000, and the actual net amount of funds raised was RMB 4,758,781.12 million after deducting the issuance expenses of RMB 103,318,800 excluding tax. All of these funds have been disbursed. Lixin Certified Public Accountants (Special General Partnership) issued the company publicly
The availability of funds for the new shares was verified, and the "Capital Verification Report" (letter) was issued on December 9, 2020
Huishi Bao Zi [2020] No. ZA16018). In accordance with the regulations, the company has adopted a special account storage management for the raised funds, and the company has signed a tripartite supervision agreement with the sponsor institution and the bank supervising the special account for the raised funds.
For details, please refer to the Company's disclosure on the website of the Shanghai Stock Exchange on December 15, 2020
(http://www.sse.com.cn) Announcement on the Listing of Initial Public Offerings on the Science and Technology Innovation Board.
2. Use of raised funds
As of September 30, 2024, the actual use of the company's raised funds is as follows:
Unit: RMB 10,000 yuan
Preface Commitment to raise funds as of September 2024
No. Project Name Total Investment (Adjusted 30th Filing Number.)
post) Cumulative investment amount
1 Smart Bluetooth audio core 2020-310115-65-03-001260
Tablet upgrade project 45,031.79 46,469.93
Smart WiFi audio
2 Chip R&D and Industry 30,814.94 31,765.82 2020-310115-65-03-001253
project
Type-C audio core
3-piece upgrade project (27.04 27.04 2020-310115-65-03-001252
Termination)
4 R&D center construction project 2020-310115-65-03-001261
Item 16,705.13 17,086.47
5. Development and scientific and technological reserves
Item 107,421.10 70,853.03
Total 200,000.00 166,202.29
Note: On April 25, 2022, the company held the 19th meeting of the first board of directors and the first board of supervisors
At the 13th meeting, the "Proposal on Changing Some Fundraising Projects and Postponing Fundraising Projects" was deliberated and passed, and it was terminated
The "Type-C Audio Chip Upgrade Project" and the remaining funds raised from the project will be used for "smart Bluetooth audio chips."
Upgrade the project.
Since it takes a certain period to raise funds to invest in the construction and investment of the project, and according to the company's fundraising
The use plan of the gold, part of the company's raised funds is temporarily idle.
3. The basic situation of using temporarily idle raised funds for cash management
(1) Investment purpose
The company's fund-raising project is being actively promoted, based on the need to raise funds in stages and projects to gradually invest in the fund-raising project, so the follow-up according to the plan for the time being raised funds will be partially idle in the short term. In order to improve the efficiency of the use of raised funds, rationally use part of the temporarily idle raised funds, and increase the company's income and obtain more returns for the company and shareholders under the condition of ensuring that the construction and use of the raised funds project and the safety of the raised funds are not affected.
(2) Quota and duration
On the premise of ensuring the construction and use of the raised funds project, the company will purchase the proposed wealth management products according to the plan
Funds can be used on a rolling basis. The term of use shall not exceed 12 months from the date of approval by the Board of Directors.
(3) Varieties of investment products
In order to control risks, the issuers of wealth management products are financial institutions such as banks, securities companies or trust companies that can provide capital guarantee commitments, and the investment varieties are high-security and liquid principal-guaranteed financial products or structured deposits and other wealth management products.
(4) The validity period of the resolution
It is valid for 12 months from the date of deliberation and approval by the board of directors and the board of supervisors of the company.
(5) Methods of implementation
Within the scope of the quota, the chairman of the board of directors is authorized to exercise the investment decision-making power and sign relevant contract documents, including but not limited to: selecting a qualified professional wealth management institution as the trustee, clarifying the amount and period of entrusted wealth management, selecting the type of entrusted wealth management product, signing contracts and agreements and other legal documents. The company's specific investment activities are organized and implemented by the company's financial department.
The above-mentioned wealth management products shall not be used for pledge, and the special settlement account for the product shall not be used for non-raised funds or other purposes. If a special settlement account for products is opened or cancelled, the company will fulfill its information disclosure obligations in a timely manner.
(6) Information disclosure
The company will fulfill its information disclosure obligations in a timely manner in accordance with the relevant regulations of the Shanghai Stock Exchange, and will not change the use of raised funds in disguise.
(7) Distribution of cash management income
The company's cash management proceeds belong to the company, and are preferentially used to make up for the insufficient investment amount of the fund-raising project, as well as the liquidity required for the company's daily operation, and strictly follow the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the regulatory measures for raising funds to manage and use the funds, and the cash management will be returned to the special account for raising funds after expiration.
Fourth, the impact on the company's operation
The company's plan to use part of the temporarily idle raised funds for cash management is to ensure the company's fundraising
The funds required for the project and the premise of ensuring the safety of the raised funds will not affect the development and construction process of the company's raised funds investment projects 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, timely cash management of temporarily idle raised funds can obtain certain investment returns, which is conducive to further improving the overall performance level of the company and seeking more investment returns for the company and shareholders.
5. Investment risks and risk control measures
(1) Investment risk
Although the company chooses low-risk investment cash management products, the financial market is greatly affected by the macroeconomy, and the company will intervene in a timely and appropriate amount according to the economic situation and changes in the financial market, but it is not excluded that the investment will be affected by market fluctuations.
(2) Risk control measures
1. The company will handle relevant cash management business in strict accordance with the relevant laws and regulations such as the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Articles of Association and the Company's Management System for Raised Funds.
2. The company's internal audit department is responsible for auditing and supervising the use and custody of cash management, and regularly reviewing the approval of cash management, actual operation, use of funds and profit and loss.
3. The company's finance department arranges special personnel to analyze and track the investment direction and project progress of cash management products in a timely manner, and once unfavorable factors are found or judged, corresponding preservation measures must be taken in time to control risks.
4. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and if necessary, they can hire professional institutions to conduct audits.
5. The company will strictly comply with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange to fulfill the obligation of information disclosure in a timely manner.
6. Relevant review procedures
(1) Deliberation procedures
On January 26, 2025, the Company held the 15th meeting of the second session of the Board of Directors and the second session of the Board of Supervisors
At the fifteenth meeting, the "Proposal on the Use of Part of the Temporarily Idle Raised Funds for Cash Management" was deliberated and passed, and it was agreed that the company would use no more than 800 million yuan (including 800 million yuan) of temporarily idle raised funds for cash management under the premise of ensuring that the safety of the raised funds and the schedule of the use of funds for investment projects would be used for the purchase of high-security, high-liquidity principal-guaranteed financial products or structured deposits and other financial products. The term of use shall not exceed 12 months from the date of approval by the Board. The board of directors authorizes the chairman of the board of directors to exercise the decision-making power and sign relevant legal documents, and the finance department is responsible for organizing and implementing specific matters. This matter does not need to be submitted to the general meeting of shareholders for deliberation.
(2) Opinions of the Board of Supervisors
The Board of Supervisors believes that the company's use of idle raised funds for cash management does not conflict with the implementation plan of the investment project of the raised funds, will not affect the construction of the investment project of the raised funds and the normal use of the raised funds, is in line with the interests of the company and all shareholders, and does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders.
In summary, the company's board of supervisors agreed to use no more than 800 million yuan of idle raised funds for cash management.
7. Verification opinions of the sponsor institution
After verification, the sponsor believes that:
The company's use of part of the idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors, and the necessary approval procedures have been fulfilled, in line with relevant laws and regulations and exchange rules. This matter complies with the requirements of relevant laws, regulations and normative documents such as the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation. It is in the interests of the company and all shareholders.
To sum up, the sponsor has no objection to the company's use of idle raised funds for cash management.
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(There is no text on this page, it is the signed and stamped page of the "Verification Opinions of China Securities Co., Ltd. on the Use of Part of the Idle Raised Funds by Hengxuan Technology (Shanghai) Co., Ltd. for Cash Management")
Signature of the Sponsor Representative:
Dong Junfeng, Jia Xinghua
China Securities Co., Ltd
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