Guotai Junan Securities Co.Ltd(601211)
About Dbappsecurity Co.Ltd(688023)
Verification opinions on cash management with temporarily idle raised funds
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” or “sponsor”) as a sponsor of Dbappsecurity Co.Ltd(688023) (hereinafter referred to as ” Dbappsecurity Co.Ltd(688023) ” or “company”) initial public offering of shares and listing on the science and innovation board, 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 funds raised by listed companies, the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange According to relevant regulations such as the guidelines for self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the cash management of Dbappsecurity Co.Ltd(688023) using some temporarily idle raised funds has been verified. The specific verification is as follows:
1、 Basic information of raised funds
According to the approval on Approving the registration of Dbappsecurity Co.Ltd(688023) initial public offering (zjxk [2019] No. 1919) made by China Securities Regulatory Commission on October 16, 2019, it is agreed that the company will publicly issue 18519 RMB ordinary shares to the public, with an issue price of 56.5 yuan per share (RMB, the same below), and the total amount of raised funds is 1046296300 yuan, After deducting underwriting and recommendation fees, issuance registration fees and other related issuance expenses (totaling 94.7244 million yuan, excluding tax), the net amount of raised funds is 95.1572 million yuan, and all the above funds have been in place. Lixin Certified Public Accountants (special general partnership) verified the availability of funds for the company’s public offering of new shares, and issued the capital verification report (xksbz [2019] No. zf10769) on October 31, 2019.
According to the reply of China Securities Regulatory Commission on Approving the registration of Dbappsecurity Co.Ltd(688023) issuing shares to specific objects (zjxk [2021] No. 2716), the company issued 4112271 A-share shares to specific objects in 2020 at an issue price of 324.23 yuan / share. The total amount of funds raised in this issuance was 1333321600 yuan, after deducting the relevant issuance expenses of 22.3059 million yuan, The net amount of raised funds is RMB 131.10157 million. Lixin Certified Public Accountants (special general partnership) verified the arrival of the raised funds in the company’s account, and issued the capital verification report (xksbz [2021] No. zf10932) on September 28, 2021.
The company adopts a special account storage system for the raised funds. After the raised funds are received, they have been deposited in the special account for the raised funds approved by the board of directors. The company has signed the relevant supervision agreement for the raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Use of raised funds
According to the disclosure in the prospectus of Dbappsecurity Co.Ltd(688023) initial public offering and listing on the science and innovation board, the investment projects and use plans of the funds raised by the company’s initial public offering are as follows:
Unit: 10000 yuan
No. project name estimated total investment estimated use of raised funds
1 cloud security service platform upgrade project 15383.11 15383.11
2. Big data situation awareness platform upgrade project 11268.70 11268.70
3. Smart IOT security technology R & D project 9652.65 9652.65
4 industrial control security and industrial Internet security product upgrading project 3983.37 3983.37
5 Smart City Safety brain and safety operation center upgrade project 11947.14 11947.14
6 marketing network and service system expansion project 8778.24 8778.24
7. Supplementary working capital 15000.00
Total 76013.21
According to the prospectus for offering A-Shares to specific objects in Dbappsecurity Co.Ltd(688023) 2020, the investment projects and use plans of the funds raised by issuing A-Shares to specific objects in 2020 are as follows:
Unit: 10000 yuan
No. project name estimated total investment estimated use of raised funds
1 data safety island platform R & D and industrialization project 47633.85 40046.62
2. R & D and industrialization project of network related crime investigation and strike service platform 13006.66 10216.18
3. Xinchuang product R & D and industrialization project 62122.22 45870.82
4 Network Security Cloud shooting range and education industrialization project 15753.23 12541.34
No. project name estimated total investment estimated use of raised funds
5 new generation intelligent gateway product R & D and industrialization project 22622.09 17924.13
6. Construction project of Internet of vehicles security R & D center 10235.45 6733.08
Total 171373.50 133332.17
As the implementation of investment projects with raised funds requires a certain period, according to the use plan of the company’s raised funds, some of the company’s raised funds are temporarily idle.
3、 The use of some temporarily idle raised funds for cash management
(I) investment purpose
On the premise of ensuring that the construction and use arrangements of the investment projects with raised funds are not affected and the risks of raised funds are effectively controlled, in order to improve the use efficiency of raised funds, make rational use of some temporarily idle raised funds for cash management, which is conducive to reducing the company’s financial expenses, increasing the company’s cash asset income and obtaining more returns for the company and shareholders.
(II) investment quota and term
The company plans to use the temporarily idle raised funds (including the idle raised funds of the company’s initial public offering and the issuance of shares to specific objects) with a total amount of no more than 800 million yuan (including this amount) for cash management. The validity of the authorized amount is from the date of deliberation and approval by the board of directors to the date of deliberation and approval of the cash management of raised funds by the company in the next year. The authorization limit of the first meeting of the second board of directors and the ninth meeting of the second board of directors on the cash management of idle raised funds is invalid.
(III) types of investment products
The company will strictly comply with the requirements of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and only invest in products with high safety and good liquidity. Including but not limited to contractual deposits, structured deposits, time deposits, certificates of deposit and other products, and the cash management products shall not be used for pledge or investment for the purpose of securities investment.
(IV) validity of the resolution
From the date of deliberation and approval by the board of directors to the next year, the company will review the cash management of raised funds
(V) implementation mode
Within the limit and investment period, the company’s management is authorized to exercise the decision-making power of cash management investment and sign relevant contract documents. The specific matters are organized and implemented by the company’s financial department.
(VI) information disclosure
The company will timely disclose the specific situation of the company’s cash management in accordance with the requirements of relevant laws and regulations 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 Shanghai Stock Exchange on the science and Innovation Board (revised in December 2020).
(VII) distribution of cash management income
The income obtained by the company from using the temporarily idle raised funds for cash management shall be owned by the company, and shall be managed and used in strict accordance with the requirements of China Securities Regulatory Commission and Shanghai Stock Exchange on the regulatory measures for raised funds. After the cash management expires, it will be returned to the special account for raised funds.
4、 Impact on the daily operation of the company
The company’s use of temporarily idle raised funds for cash management is carried out on the premise of ensuring that it will not affect the implementation of the company’s investment plan of raised funds and effectively control investment risks. It will not affect the development and construction process of investment projects with raised funds, nor affect the normal development of the company’s main business, which is in line with the interests of the company and all shareholders. At the same time, reasonable cash management of temporarily idle raised funds can improve the use efficiency of raised funds, increase the company’s income and seek more return on investment for the company and shareholders.
5、 Investment risk and risk control measures
(I) investment risk
Although the company plans to invest in products with high safety and good liquidity, it does not rule out that the investment income is affected by market fluctuations and there are certain systemic risks.
(II) safety and risk control measures
This cash management method includes contractual deposits, structured deposits, time deposits, certificates of deposit and other products of financial institutions with high investment security and good liquidity. Such products are mainly affected by changes in macroeconomic policies such as monetary policy, fiscal policy and relevant laws, regulations and policies. The company will conduct cash management according to the economic situation and changes in the financial market, strictly screen the partners, and select the products with good liquidity and high security issued by banks and other financial institutions with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability.
The board of directors of the company authorizes the management to exercise this decision-making power and sign relevant legal documents. The finance department establishes accounts to manage the purchased products, establish and improve accounting accounts, and do a good job in accounting the use of funds; The internal audit department of the company is responsible for auditing and supervising the use and custody of cash management; 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.
6、 Decision making procedures for performance
(I) deliberations of the board of directors
The company held the 15th meeting of the second board of directors on February 23, 2022, deliberated and approved the proposal on the company’s use of idle raised funds for cash management, and agreed that the company would use the temporarily idle raised funds (including the idle raised funds of the company’s initial public offering and stock issuance to specific objects) of no more than RMB 800 million for cash management, Without affecting the construction and use of the raised funds and the safety of the raised funds, use the temporarily idle raised funds to buy financial products or deposit products with high safety and good liquidity (including but not limited to agreement deposits, structured deposits, time deposits, large certificates of deposit, etc.), The validity period of the authorization limit is from the date of deliberation and approval of the current board of directors to the date of deliberation on the cash management of raised funds in the next year (the authorization limit on the cash management of idle raised funds at the first meeting of the second board of directors and the ninth meeting of the second board of directors is invalid). Within the above quota and period, the funds can be recycled and used on a rolling basis. The board of directors of the company authorizes the management to exercise the investment decision-making power and sign relevant contract documents. The specific matters shall be organized and implemented by the Finance Department of the company.
(II) opinions of independent directors
The company’s cash management of some idle raised funds this time is carried out on the premise of ensuring the normal operation of the investment projects of raised funds and the safety of raised funds, which will not affect the normal construction of the projects of raised funds and the normal use of the raised funds of the company. The company’s cash management of idle raised funds this time is conducive to improving the use efficiency of raised funds, increasing capital income and obtaining better return on investment for the company and shareholders. The approval procedures of the proposal comply with the requirements of relevant laws and regulations 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 guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of minority shareholders. We agree that the company will use the idle raised funds with a total amount of no more than 800 million yuan (including this amount) for cash management. Within the above limit and term, the funds can be recycled and used. (III) opinions of the board of supervisors
The company held the second session of the board of supervisors on February 23, 2022
