Northeast Securities Co.Ltd(000686)
About Beijing Yjk Building Software Co.Ltd(300935)
Verification opinions on cash management with idle 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 regulations and normative documents, the cash management of Beijing Yjk Building Software Co.Ltd(300935) using idle raised funds and self owned funds 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 raised funds
According to the prospectus of Beijing Yjk Building Software Co.Ltd(300935) initial public offering and listing on GEM, the total amount of funds raised by the company’s initial public offering will be invested in the following items after deducting the issuance expenses: unit: 10000 yuan
No. project name investment quota raised funds
1 building information model (BIM) independent platform software system research and development project 10866.92 10866.92
2 bridge design software continued R & D project 6989.34 6989.34
3. Construction project of Technology Research Center 3193.38 3193.38
4 marketing and service network expansion project 3431.88 3431.88
5. Supplementary working capital 3500.00
Total 27981.52
As the construction of projects invested with raised funds needs a certain period, some raised funds (including over raised funds) will be temporarily idle according to the construction progress of projects invested with raised funds.
3、 The use of idle raised funds for cash management this time
(I) investment purpose
In order to improve the use efficiency of the company’s funds, under the condition of ensuring that the construction of investment projects with raised funds is not affected, the normal operation of the company is not affected and the safety of funds is ensured, the company plans to make rational use of some idle raised funds for cash management, increase capital income and obtain more investment returns for the company and shareholders. The use of idle raised funds for cash management this time shall not change the purpose of raised funds in a disguised form.
(II) investment varieties
The company will strictly control risks in accordance with relevant regulations and purchase principal guaranteed products with good liquidity and high security issued by banks, securities companies and other financial institutions, and such products shall not be used for pledge.
(III) investment amount and term
The company plans to use the idle raised funds of no more than RMB 400 million (including this amount) for cash management, which can be used within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and period, the funds can be used on a rolling basis, and the investment period of a single cash management product shall not exceed 12 months. After the cash management of idle raised funds expires, it will be returned to the special account for raised funds in time.
(IV) implementation mode
After the use of idle raised funds for cash management is reviewed and approved by the general meeting of shareholders, the management of the company is authorized to organize the implementation and sign relevant contracts and documents. The specific matters shall be handled by the financial department of the company.
4、 Investment risk and risk control measures
(I) investment risk
1. Although the investment products of cash management have been strictly evaluated, the financial market is greatly affected by the macro-economy. It is not ruled out that the investment is affected by market fluctuations.
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable.
3. Operational risks of relevant staff.
(II) for investment risks, the company plans to take the following measures:
1. The company will strictly abide by the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the management of raised funds, and carefully select investment products within the authority approved by the board of directors and the general meeting of shareholders.
2. The Finance Department of the company will timely analyze and track the investment direction of financial products, maintain close contact with relevant financial institutions, timely track the operation of investment products, strengthen risk control and supervision, and strictly control the safety of funds.
3. The internal audit department of the company shall conduct daily supervision on the use and custody of the raised funds, and regularly audit and verify the use of the raised funds.
4. The board of supervisors and independent directors of the company have the right to supervise and inspect the use of the raised funds, and can hire professional institutions to audit when necessary.
5. The company will timely perform the obligation of information disclosure in strict accordance with relevant laws, regulations and normative documents.
5、 Review procedures and relevant review opinions
On February 22, 2022, the company held the 9th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on cash management with idle raised funds. The independent directors of the company expressed their independent opinions on the matter, and the recommendation institution issued no objection verification opinions on the matter. The matter still 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 believes that, on the premise of complying with national laws and regulations and ensuring the safety of investment funds, the company’s use of idle raised funds for cash management can improve the efficiency of the company’s use of funds, obtain certain investment income, seek more investment returns for the company and shareholders, and will not affect the daily operation of the company and the normal development of investment projects with raised funds, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders, and the relevant approval procedures comply with the relevant provisions of laws and regulations and the articles of association. The board of supervisors agreed to use the idle raised funds for cash management. (II) opinions of independent directors
The independent directors believe that the company’s use of temporarily idle raised funds for cash management is conducive to improving the efficiency of the use of funds, better maintaining and increasing the value of the company’s cash and protecting the interests of the company’s shareholders under the condition of ensuring that it does not affect the construction of investment projects with raised funds, the normal operation of the company and the safety of funds.
The above matters of the company comply 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, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of Companies listed on GEM and the company’s raised funds management system The requirements of relevant laws, regulations and rules are in line with the interests of the company and all shareholders, and there is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of the company and all shareholders, especially small and medium-sized shareholders.
All independent directors unanimously agree that the company will use idle raised funds for cash management this time.
(III) verification opinions of the recommendation institution
After verification, the sponsor believes that 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, and the independent directors have expressed their independent opinions. The matter still needs to be submitted to the general meeting of shareholders for deliberation, and the necessary decision-making procedures have been performed. By investing in investment products with high safety, good liquidity, low risk and a maximum investment period of no more than 12 months, the company can improve the efficiency of fund use, does not involve changing or changing the purpose of raised funds in a disguised form, does not affect the normal progress of the investment plan of raised funds, and is in line with the interests of the company and all shareholders, Comply with relevant provisions 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, etc. The recommendation institution has no objection to the company’s cash management with idle raised funds this time. (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 idle raised funds for cash management)
Sponsor representative:
Mou Yuejia, Shao Qijun
Northeast Securities Co.Ltd(000686) mm / DD / yy
