Northeast Securities Co.Ltd(000686)
About Beijing Yjk Building Software Co.Ltd(300935)
Verification opinions on permanent replenishment of working capital with some over raised funds
Northeast Securities Co.Ltd(000686) (hereinafter referred to as ” Northeast Securities Co.Ltd(000686) ” or “sponsor”) as a sponsor of Beijing Yjk Building Software Co.Ltd(300935) (hereinafter referred to as ” Beijing Yjk Building Software Co.Ltd(300935) ” or “company”) initial public offering of shares and listing on GEM, According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant laws According to the provisions of laws and regulations and normative documents, the permanent replenishment of working capital by using some over raised funds in Beijing Yjk Building Software Co.Ltd(300935) has been verified. The specific verification is as follows:
1、 Basic information of raised funds
With the approval of registration of Beijing Yjk Building Software Co.Ltd(300935) initial public offering issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2020] No. 3664), the company issued 14.13 million RMB ordinary shares (A shares) for the first time, with a par value of 1.00 yuan per share and an issue price of 56.96 yuan per share, The total amount of funds raised is 804844800 yuan, after deducting the issuance expenses (excluding tax) of 67480400 yuan, the actual net amount of funds raised is 737364400 yuan. The raised funds have been transferred to the designated account of the company on January 14, 2021. On January 14, 2021, Rongcheng Certified Public Accountants (special general partnership) verified the availability of funds for the company’s initial public offering and issued the capital verification report (Rongcheng Yan Zi [2021] No. 361z0010) to confirm the arrival of the raised funds. The company has adopted a special account for the raised funds, and signed the tripartite supervision agreement on the raised funds with the special account bank and the sponsor.
2、 Use of over raised funds
The company raised 457549200 yuan in excess. The company held the fourth meeting of the third board of directors and the third meeting of the third board of supervisors on February 23, 2021, and the first extraordinary general meeting of shareholders in 2021 on March 12, 2021. The proposal on using part of the over raised funds to permanently supplement working capital was reviewed and approved, and the company was agreed to use the over raised funds of 130 million yuan to permanently supplement working capital.
As of the date of issuance of this verification opinion, the company has used 130 million yuan of over raised funds, and the balance is 327549200 yuan (excluding interest).
3、 The plan of permanently replenishing working capital with over raised funds this time
In accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of gem listed companies and the articles of association, and in combination with their own actual business conditions, The company plans to use the over raised capital of RMB 130 million to permanently supplement the working capital, accounting for 28.41% of the total over raised capital, which does not exceed 30% of the total over raised capital in every 12 months. This permanent replenishment of working capital will not conflict with the implementation plan of the investment project with raised funds, will not affect the normal implementation of the investment project with raised funds, and will not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders.
This matter needs to be submitted to the general meeting of shareholders of the company for deliberation and approval, and will be implemented after March 12, 2022.
4、 Company commitment
Within 12 months after replenishing working capital, the company shall not make high-risk investments such as securities investment and derivatives trading, or provide financial assistance to objects other than holding subsidiaries.
5、 Decision making procedures and special opinions for implementation
The company held the 9th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors on February 22, 2022, and deliberated and adopted the proposal on using part of the over raised funds to permanently supplement working capital. The independent directors of the company expressed their independent opinions on this proposal, and the recommendation institution issued no objection verification opinions. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. Relevant verification opinions are as follows:
(I) opinions of the board of supervisors
The board of supervisors of the company believes that the company’s use of over raised funds for permanent replenishment of working capital is conducive to meeting the demand for working capital, improving the use efficiency of raised funds, further improving the company’s operating capacity, and in line with the interests of the company and all shareholders. The company’s permanent replenishment of working capital with some over raised funds this time complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen stock exchange No. 2 – standardized operation of GEM listed companies and the company’s The requirements of relevant laws, regulations, rules and regulations such as the raised funds management system will not conflict with the implementation plan of the raised funds investment project, affect the normal implementation of the raised funds investment project, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders. The board of supervisors agreed to the company’s use of over raised funds to permanently supplement working capital.
(II) opinions of independent directors
After verification, the independent directors believe that the company’s use of over raised funds for permanent replenishment of working capital is conducive to meeting the demand for working capital, Comply with the requirements of relevant laws, regulations and rules, such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the company’s management system for raised funds, It will not conflict with the implementation plan of the investment project with raised funds, affect the normal implementation of the investment project with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. The relevant examination and approval procedures are legal and compliant. All independent directors unanimously agree that the company will use the over raised funds to permanently supplement the working capital.
(III) verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of some over raised funds to permanently supplement working capital has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued independent opinions with explicit consent. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the necessary approval procedures have been performed. The use of some over raised funds to permanently supplement working capital this time complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for the self-discipline supervision of listed companies of Shenzhen stock exchange No. 2 – standardized operation of GEM listed companies The requirements of relevant laws, regulations and rules will not conflict with the implementation plan of the investment project with raised funds, will not affect the normal implementation of the investment project with raised funds, and will not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders, which is in line with the interests of all shareholders. To sum up, the sponsor has no objection to the company’s use of over raised funds of 130 million yuan for permanent replenishment of working capital. (no text below)
(there is no text below, which is the signature page of Northeast Securities Co.Ltd(000686) verification opinions on Beijing Yjk Building Software Co.Ltd(300935) using some over raised funds to permanently supplement working capital)
Sponsor representative:
Mou Yuejia, Shao Qijun
Northeast Securities Co.Ltd(000686) mm / DD / yy
