China Securities Co.Ltd(601066)
About Runjian Co.Ltd(002929)
Verification opinions on cash management with idle raised funds
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “recommendation institution”) as the continuous supervision organization of Runjian Co.Ltd(002929) (hereinafter referred to as ” Runjian Co.Ltd(002929) ” or “company”), according to the measures for the administration of securities issuance and listing recommendation business and the stock listing rules of Shenzhen Stock Exchange The provisions of relevant laws, regulations and normative documents, such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, The matters of Runjian Co.Ltd(002929) using idle raised funds for cash management have been carefully verified. The details of the verification are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Runjian Co.Ltd(002929) public issuance of convertible corporate bonds (zjxk [2020] No. 2953) of the China Securities Regulatory Commission, the company has the lead underwriter China Securities Co.Ltd(601066) to give priority to placing 9076846 convertible corporate bonds to the original shareholders of the company and issuing 1807127 convertible corporate bonds to public investors online, 16027 sheets were underwritten by the lead underwriter China Securities Co.Ltd(601066) at a face value of 100 yuan each, raising a total of 109 million yuan. After deducting the underwriting fee and recommendation fee of 8 million yuan (including tax), the actually received raised fund of 1082 million yuan has been remitted to the company’s raised fund supervision account by the lead underwriter China Securities Co.Ltd(601066) on December 11, 2020. After deducting the issuance expenses such as lawyer’s fees, audit fees and verification fees, credit rating fees, information disclosure fees, issuance registration and notarization fees, the net amount of funds raised is RMB 1080223000. The above raised funds have been verified by Rongcheng Certified Public Accountants (special general partnership) Rongcheng Yanzi [2020] No. 100z0098 capital verification report. The company has adopted a special account storage system for the raised funds.
The investment projects of the raised funds are as follows:
Project name total investment (10000 yuan) proposed amount of raised funds (10000 yuan)
Project name total investment (10000 yuan) proposed amount of raised funds (10000 yuan)
Wuxiang cloud Valley Cloud Computing Center project 109810.00 109000.00
Total 109810.00 109000.00
2、 Use and deposit of raised funds
1. Disclosed use of raised funds
According to the application plan of the raised funds disclosed in the prospectus for the public issuance of convertible corporate bonds, all the raised funds after deducting the issuance expenses are used for the investment of the “Wuxiang Yungu cloud computing center” project. (for details, please refer to the relevant announcement published on www.cn.info.com.cn on December 3, 2020)
As of June 30, 2021, the use and balance of funds raised by convertible corporate bonds are listed as follows: unit: 10000 yuan currency: RMB
Project amount
Net proceeds 108022.30
9454.95 yuan of raised funds have been invested in total
Including: 9454.95 yuan invested and raised in 2021
The balance of raised funds is 98567.35
Plus: interest income 833.51
Less: handling charge 0.18
The total balance of the raised funds account is 99400.86
2. Disclosed storage of raised funds in special account
The company and its holding subsidiaries Wuxiang cloud Valley Co., Ltd. (hereinafter referred to as “Wuxiang cloud Valley”), China Securities Co.Ltd(601066) and Agricultural Bank Of China Limited(601288) Nanning Youai sub branch, China Construction Bank Corporation(601939) Guangxi Zhuang Autonomous Region Branch, China Merchants Bank Co.Ltd(600036) Nanning Branch, China Everbright Bank Company Limited Co.Ltd(601818) Nanning Branch, China Minsheng Banking Corp.Ltd(600016) Nanning Branch, Industrial Bank Co.Ltd(601166) Nanning Branch, Shanghai Pudong Development Bank Co.Ltd(600000) Nanning Branch, Guilin Bank Co., Ltd. Nanning Branch Nanning Branch of Liuzhou Bank Co., Ltd. signed the tripartite supervision agreement for raised funds. The tripartite supervision agreement for raised funds signed was in accordance with the model agreement provided by the sponsor, and there was no significant difference. As of June 30, 2021, the deposit balance of the funds raised by the company by issuing convertible corporate bonds in the special account for raising funds in each bank was 994.086 million yuan, all of which were stored in the above special account for raising funds. 3、 Use the temporarily idle raised funds for cash management 12 months before the announcement date
1. Use of temporarily idle raised funds for cash management within 12 months before the announcement date
As of the 12 months before the announcement date, the company used idle raised funds for cash management, with a cumulative amount of 10000 yuan, an actual income of 10000 yuan, and a total of 10000 yuan of financial products that have not yet expired. The principal and income of financial products that have expired in the early stage are recovered as scheduled.
2. Use of self owned idle funds for cash management within 12 months before the announcement date
As of the 12 months before the announcement date, the company used its own funds for cash management, with a cumulative amount of 297.3 million yuan, an actual income of 68900 yuan, a total of 295.3 million yuan of financial products that have not yet expired, and the principal and income of financial products that have expired in the early stage have been recovered as scheduled.
4、 Basic information about the continued use of some temporarily idle raised funds for cash management this time
As the construction of the project invested with raised funds needs a certain period, according to the construction progress of the project invested with raised funds, some of the raised funds are idle in the short term at this stage. In order to improve the use efficiency of the raised funds and increase the return to shareholders, the company plans to use the temporarily idle raised funds for cash management to increase the company’s income on the premise of ensuring that it will not affect the construction of the investment projects of the raised funds, the use of the raised funds and effectively control the risks. The details are as follows:
1. Types of cash management investment products
The company plans to invest in investment and financial products with high security, good liquidity, short-term (no more than 12 months) and capital preservation commitment, or deposit in the form of fixed deposit, structured deposit, call deposit and other deposits. The investment products must meet the following conditions: (1) high security, meet the capital preservation requirements, and the product issuer can provide capital preservation commitment; (2) Good liquidity shall not affect the normal operation of the investment plan of the raised funds.
The trustee of the company’s investment products is banks, securities, insurance and other formal financial institutions, which are not related to the company.
2. Cash management limit
The maximum amount shall not exceed RMB 500 million. Within the validity period of the resolution, it can be recycled and used within the above limit.
3. Investment validity
Effective from February 26, 2022 to February 25, 2023; After the expiration of the validity period, the company will promptly return the raised funds and relevant income to the special account for raised funds.
4. Implementation mode
The board of directors authorizes the general manager to exercise specific investment decision-making power and sign relevant legal documents within the scope of quota and authorization period, including but not limited to: selecting the issuer of investment products, purchase amount, product variety, signing contracts, etc. the person in charge of finance of the company is responsible for organizing the implementation and the specific operation of the finance department.
The company’s use of idle raised funds for cash management will strictly comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the management of raised funds of listed companies. The invested products shall not violate the relevant provisions, the investment products shall not be pledged, the special settlement account for products shall not deposit non raised funds or be used for other purposes, and the special settlement account for products shall not be opened or cancelled, We will perform the obligations of filing and information disclosure in accordance with the relevant requirements of Shenzhen Stock Exchange.
5、 Investment risk, risk control measures and their impact on the daily operation of the company
1. Investment risk analysis
Principal guaranteed financial products belong to low-risk investment varieties, but the financial market is greatly affected by the macro-economy. There is a risk that the investment income does not meet the expectations due to market fluctuations and the principal is damaged due to the issuer. The company will intervene in a timely and appropriate manner by using relevant risk control measures according to the economic situation and changes in the financial market, And fulfill the obligation of information disclosure in time.
2. Risk control measures
(1) The company will strictly abide by the principle of prudent investment and choose investment products with good reputation, strict risk control measures and the ability to ensure the safety of funds;
(2) Decision makers and specific implementation departments will timely analyze and track the investment direction of investment products and project progress. If risk factors that may affect capital security are found in the assessment, corresponding measures will be taken in time to control investment risks;
(3) The internal audit department of the company is responsible for auditing and supervising the use and custody of funds of investment products and evaluating the possible risks.
(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 timely perform the disclosure obligations in accordance with the relevant provisions of Shenzhen Stock Exchange.
3. Impact on the daily operation of the company
This time, the company uses idle raised funds for cash management and will invest in principal guaranteed products with high safety, good liquidity and low risk. It is carried out on the premise of ensuring the normal use of funds required by the company’s raised projects and the safety of the principal of the raised funds, which will not affect the construction of the company’s raised funds projects and the normal development of the company’s main business, There is no disguised change in the purpose of the raised funds, and it can effectively improve the use efficiency of funds and obtain certain investment benefits, which can further improve the performance level of the company and seek more investment returns for the company and shareholders. 6、 Review procedure of this event
The 24th Meeting of the 4th board of directors and the 19th meeting of the 4th board of supervisors deliberated and approved the proposal on using idle raised funds for cash management, and agreed that the company should use idle raised funds with a total maximum amount of no more than RMB 500 million for cash management, which is valid from February 26, 2022 to February 25, 2023, It can be recycled and used within the above limit. All independent directors of the company have expressed their independent opinions on the above matters.
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
1. The company’s use of idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have expressed their independent opinions with explicit consent and fulfilled the necessary approval procedures. The above matters of the company comply with the Listing Rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws and regulations.
2. The company plans to use idle raised funds of no more than RMB 500 million for cash management. The use of idle raised funds for cash management will not affect the construction of the company’s raised funds and the normal development of its main business. There is no change in the purpose of the raised funds in a disguised form or damage to the interests of shareholders.
In conclusion, the recommendation institution has no objection to the company’s use of idle raised funds for cash management.
(there is no text below, followed by the signature page)
(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) verification opinions on Runjian Co.Ltd(002929) cash management using idle raised funds) signature of the sponsor representative:
Chen Jingjing, Li Yirui
China Securities Co.Ltd(601066) February 14, 2022
