Northeast Securities Co.Ltd(000686)
About Vanjee Technology Co.Ltd(300552) using temporary idle raising
Verification opinions on cash management of funds
In accordance with the relevant provisions of the China Securities Regulatory Commission, such as the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, Northeast Securities Co.Ltd(000686) (hereinafter referred to as the "sponsor") as the sponsor of the project of Vanjee Technology Co.Ltd(300552) (hereinafter referred to as " Vanjee Technology Co.Ltd(300552) " or "company") issuing shares to specific objects in 2020, checked the relevant conditions of Vanjee Technology Co.Ltd(300552) proposed to use no more than 100 million yuan (including 100 million yuan) for cash management on a rolling basis. The specific verification conditions are as follows:
1、 Basic information of the raised funds
(I) basic information of raised funds
According to the reply of China Securities Regulatory Commission on approving Vanjee Technology Co.Ltd(300552) to issue shares to specific objects for registration (CSRC license [2021] No. 178 approved and approved the company's application for registration of issuing shares to specific objects. The company issued 15232292 ordinary shares in RMB to 11 specific objects at an issue price of 26.26 yuan / share, and the total amount of funds raised was 39999987.92 yuan. After deducting the issuance fee of 8528301.72 yuan (excluding tax), the net amount of funds raised was 391471686.20 yuan.
On December 16, 2021, ShineWing Certified Public Accountants (special general partnership) issued the capital verification report (xyzh / 2021bjaa110957) to confirm that the above raised funds have arrived in the account. The company has deposited all the raised funds into the special account for raised funds management.
(II) use of raised funds
On January 11, 2022, the company held the 17th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting the investment amount of investment projects raised by issuing shares to specific objects and changing some investment projects of raised funds. The use plan of raised funds after adjustment and change is as follows:
No. before the adjustment of the investment project with raised funds, the project is to be adjusted before the adjustment. After the adjustment of the project, the total investment is to be used as raised funds, and the total investment is to be used as raised funds
Low cost of self driving vehicle
1. Miniaturized lidar and Zhi 52416 49101 25984.76 22669.21
Research, development and industry of energy networking equipment
Chemical construction project
2 intelligent traffic intelligent perception research and development 20884 20884 16477.96 16477.96
Center construction project
3. Construction of intelligent networking R & D center 20015 20015 0.00
project
Total 93315 90000 42462.72 39147.17
Note: after adjustment, it is proposed not to use the raised funds to invest in the "construction project of intelligent network research and development center". The total investment amount and specific implementation progress of the project will be invested and implemented according to the company's R & D situation and arrangement.
The company will hold a general meeting of shareholders on January 28, 2022 to review the proposal on adjusting the investment amount of investment projects raised by issuing shares to specific objects and changing some investment projects raised by funds. At present, the investment projects raised by funds are advancing steadily, because the construction of the investment projects raised by funds has a certain periodicity, Some of the raised funds will be temporarily idle. The company will conduct cash management on some of the idle raised funds according to the actual investment plan and use of the raised funds.
2、 Basic information on the use of temporarily idle raised funds and cash management this time
As the funds raised at this stage are partially idle in the short term. The company held the 18th meeting of the 4th board of directors on January 27, 2022, deliberated and approved the proposal on using some idle raised funds for cash management, and agreed that in order to improve the use efficiency of funds and increase the return of shareholders, on the premise of ensuring that it does not affect the normal production and operation of the company, the normal progress of the investment plan of raised funds and the risk can be effectively controlled, The company uses the temporarily idle raised funds for cash management on a rolling basis. The service life is from the date of deliberation and approval by the board of directors to January 31, 2023. Within the above limit, the funds can be used on a rolling basis. The plan for cash management this time is as follows:
(I) investment purpose: in order to improve the use efficiency of funds and make rational use of idle raised funds, some idle raised funds are used to purchase financial products and increase the company's income without affecting the normal progress of investment projects of raised funds and the safety of raised funds.
(II) investment quota and fund source: the cash management quota of the company this time is no more than RMB 100 million (including RMB 100 million), and the fund source is some idle raised funds of the company. Within the above limit, the funds can be used in a rolling manner within the validity period of the resolution of the board of directors.
(III) investment varieties: in order to control financial risks, the company will strictly control risks in accordance with relevant regulations, strictly evaluate investment products, and select financial products with high security, good liquidity, low risk and relatively good investment return within 12 months, including but not limited to structural deposits, bank financial products, income certificates of financial institutions, large deposit certificates, etc. The company's use of some idle raised funds for cash management shall not be used for stocks and their derivatives, securities investment funds, entrusted financial products for the purpose of securities investment, etc.
(IV) investment term: the service life is from the date of deliberation and approval by the board of directors to January 31, 2023. During this validity period, the investment term of a single financial product purchased by the company with idle raised funds shall not exceed 12 months (inclusive), and shall be used in rolling within the authorized amount.
(V) implementation method: within the validity period and limit of the resolution, the board of directors shall authorize the chairman to exercise relevant decision-making power and sign contract documents, including but not limited to selecting qualified issuers of financial products, determining financial amount, selecting financial products, signing relevant contracts or agreements, etc. The financial department of the company is responsible for organizing and implementing cash management activities.
(VI) information disclosure: the company will timely fulfill the obligation of information disclosure in accordance with the requirements of relevant rules such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on GEM.
(VII) description of related relationship: the trustee of the financial products to be purchased by the company will be banks, securities, insurance and other formal financial institutions, and there is no related relationship with the company.
3、 Investment risk, risk control measures and their impact on the company's daily operation
(I) investment risk
The investment type of the company's cash management with idle raised funds is low-risk short-term financial products, but it will still be affected by various risk factors (including but not limited to market risk, liquidity risk, inflation risk, policy risk and force majeure).
(II) for investment risks, the proposed measures are as follows:
1. The financial department of the company will timely analyze and track the investment direction of cash management products and project progress. If adverse factors are found or judged, corresponding measures will be taken in time to control investment risks;
2. The Audit Department of the company is the supervision department for the cash management of idle raised funds, which audits and supervises the cash management business of the company;
3. The independent directors and the board of supervisors of the company have the right to control the use of idle raised funds and cash management of the company
Conduct supervision and inspection;
4. The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
(III) impact on the daily operation of the company
On the premise of ensuring that it will not affect the normal progress of the investment projects with raised funds and the safety of the raised funds, the purchase of low-risk financial products will not affect the normal development of the investment projects with raised funds and the company's main business. At the same time, it can improve the efficiency of fund use, increase the company's income and create more investment income for the company and all shareholders.
4、 Approval procedures to be performed
(I) deliberation procedures of the board of directors
The company held the 18th meeting of the 4th board of directors on January 27, 2022. The meeting deliberated and approved the proposal on cash management with some idle raised funds, and agreed that the company would not affect the normal progress of investment projects with raised funds and the safety of raised funds, Rolling use of idle raised funds of no more than RMB 100 million (including RMB 100 million) for cash management, and investment in financial products with high safety, good liquidity, low risk and relatively good investment return, so as to improve the company's fund use efficiency and make rational use of idle raised funds. The service life is from the date of deliberation and approval by the board of directors to January 31, 2023, which is within the above limit, Funds can be used on a rolling basis.
(II) independent opinions issued by independent directors
In order to improve the use efficiency of funds, the company uses some idle raised funds to purchase low-risk financial products without affecting the normal progress of investment projects with raised funds and the safety of raised funds, which is conducive to improving the use efficiency of funds and increasing investment income, will not adversely affect the company's business activities, and will not damage the company and all shareholders, In particular, the interests of minority shareholders are in line with the interests of the company and all shareholders. Therefore, it is agreed that the company will use some idle raised funds for cash management this time, and the rolling use limit will not exceed RMB 100 million (including RMB 100 million) to purchase financial products. Within the above limit, the funds can be used on a rolling basis.
(III) opinions of the board of supervisors
The company held the 15th meeting of the 4th board of supervisors on January 27, 2022. The meeting deliberated and approved the proposal on using some idle raised funds for cash management. The board of supervisors considered that the rolling amount of using some idle raised funds for cash management should not exceed RMB 100 million (including RMB 100 million), with high investment safety, good liquidity, low risk Financial products with relatively good investment returns are conducive to improving the company's fund use efficiency and increasing economic benefits, will not affect the normal development of the company's fund-raising investment projects and main business, will not damage the interests of the company and minority shareholders, and comply with relevant regulations of Shenzhen Stock Exchange.
5、 Verification opinions of the recommendation institution
The sponsor believes that: Vanjee Technology Co.Ltd(300552) the proposal of rolling use of idle raised funds for cash management has been deliberated and approved by the board of directors, and the board of supervisors and independent directors have expressed their consent. Under the condition of ensuring the construction of investment projects with raised funds and the normal use of raised funds, the company purchases cash management products with high safety and good liquidity, which is conducive to improving the use efficiency of idle raised funds, making rational use of idle raised funds, increasing income and obtaining better returns for the company and shareholders.
In conclusion, the sponsor has no objection to the company's cash management of some idle raised funds this time. (no text below)
(there is no text on this page, which is the signature page of Northeast Securities Co.Ltd(000686) verification opinions on Vanjee Technology Co.Ltd(300552) using temporarily idle raised funds for cash management) sponsor representative:
Hang Lijun, Jia Qi
Northeast Securities Co.Ltd(000686) January 27, 2022
