China Merchants Securities Co.Ltd(600999)
About Thunder Software Technology Co.Ltd(300496)
Verification opinions on the deposit and actual use of raised funds in 2021
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” and “sponsor”) as the sponsor of Thunder Software Technology Co.Ltd(300496) (hereinafter referred to as ” Thunder Software Technology Co.Ltd(300496) ” and “company”) non-public issuance of A-Shares on the gem in 2020, in accordance with the administrative measures for securities Issuance and listing sponsor business and the gem stock listing rules of Shenzhen Stock Exchange (revised in 2020) The provisions of relevant laws, regulations and normative documents, such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), Carefully checked the deposit and use of the raised funds in Thunder Software Technology Co.Ltd(300496) 2021. The details are as follows: I. Basic information of the raised funds
1. Actual amount of raised funds and arrival time of funds
With the approval of the reply on approving Thunder Software Technology Co.Ltd(300496) non-public Development Bank shares (zjxk [2020] No. 1265) issued by the China Securities Regulatory Commission, the company issued 20652110 RMB ordinary shares (A shares) to 14 specific investors, with an issue price of 82.36 yuan per share and a total raised capital of 170090777960 yuan, After deducting the issuance expenses, the net amount of raised funds is 168405015904 yuan. The above raised funds have been received on July 17, 2020 and have been verified and confirmed in the capital verification report “ztyz (2020) No. 110zc00230” issued by Grant Thornton Certified Public Accountants (special general partnership) on July 28, 2020.
2. Use and balance of raised funds in 2021
In 2021, the company directly invested 314813400 yuan in projects invested with raised funds. As of December 31, 2021, the accumulated funds raised by the company have been directly invested in the projects invested with raised funds of 6605282 million yuan, and the total amount of unused raised funds is 10575236 million yuan. Among them, the total balance of the special account for raised funds is 9083236 million yuan (including 874322 million yuan of raised funds, and the accumulated interest stored in the special account minus 34.016 million yuan of handling fees), and the amount of cash management of temporarily idle raised funds is 149.2 million yuan.
2、 Deposit and management of raised funds
1. Management of raised funds
In order to regulate the management and use of the raised funds and protect the rights and interests of investors, the company, in accordance with the company law, the securities law and the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and the guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), and in combination with the actual situation of the company, The management system of raised funds has been formulated.
In order to standardize the management of the company’s raised funds and protect the rights and interests of investors, the company opened a special account for the raised funds in the bank, and signed the tripartite supervision agreement on the raised funds with relevant banks and sponsors to store the raised funds in a special account.
2. Storage of raised funds in special account
As of December 31, 2021, the deposit of the company’s special account for raised funds is as follows:
Unit: Yuan
Deposit bank account number currency account type storage balance
Special account for raised funds of RMB 1776141212 of Citibank (China) Co., Ltd. – Beijing Branch
Bank Of Beijing Co.Ltd(601169) hong2 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 4228200 RMB special account for raised funds 134647033 Xingxing sub branch 035393819
Bank Of Hangzhou Co.Ltd(600926) bei110104016 Csg Holding Co.Ltd(000012) RMB special account for raised funds 29154469666 jingtongzhou sub branch 29789
China Merchants Bank Co.Ltd(600036) North 12190982871030 RMB special account for raising funds 517943270 Beijing Dayun village sub branch 2
Shanghai Pudong Development Bank Co., Ltd. has a special account for raised funds of RMB 912 Pku Healthcare Corp.Ltd(000788) 01400 at 771963680. Beijing Beijing Electronic Zone High-Tech Group Co.Ltd(600658) sub branch 001245
Bank Of Ningbo Co.Ltd(002142) North 77030122000319 RMB special account for raised funds 43070949374 Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) sub branch 992
Bank Of Communications Co.Ltd(601328) North 11006157501300 RMB special account for raised funds 358333169 Jingdong Third Ring sub branch 2621616
Bank Of Hangzhou Co.Ltd(600926) North 110104016000013 RMB special account for raised funds 56 Beijing Telesound Electronics Co.Ltd(003004) 49 jingtongzhou sub branch 73744
China Merchants Bank Co.Ltd(600036) North 41190527931090 RMB special account for raised funds 2053574868 Beijing Dayun village sub branch 2
Deposit bank account number currency account type storage balance
Bank Of Hangzhou Co.Ltd(600926) North 110104016000013 RMB special account for raised funds 4640540961 jingtongzhou sub branch 73736
Guangfa Bank Co., Ltd. North 95508800431377 RMB special account for raised funds 4529642158 jingxinwai sub branch 00425
Total 90832364628
3、 Actual use of raised funds this year
1. Comparison table of use of raised funds
See attached table 1 for the comparison table of the use of raised funds in 2021.
2. Description of abnormal conditions in the project invested by raised funds
There is no abnormality in the investment project of the company’s raised funds.
3. Advance investment and replacement of investment projects with raised funds
In order to smoothly promote the investment projects with raised funds, the company has used self raised funds to invest some raised investment projects in advance within the scope of project planning. On November 6, 2020, the company held the 24th Meeting of the third board of directors, deliberated and passed the proposal on replacing the self raised funds invested in the raised investment projects in advance with the raised funds. The board of directors agreed that the company would use the raised funds to replace the self raised funds invested in the raised investment projects in advance, with a total of 14.22 million yuan.
According to the special verification report on the replacement of Thunder Software Technology Co.Ltd(300496) raised funds (yhahz (2020) No. 0214) issued by Asia Pacific (Group) Certified Public Accountants (special general partnership), as of July 17, 2020, the actual investment amount of Thunder Software Technology Co.Ltd(300496) self raised funds invested in the investment project of raised funds in advance was RMB 14.22 million, The company replaces the self raised funds previously invested in the raised investment projects with the raised funds of RMB 14.22 million, as follows:
Unit: 10000 yuan
Total investment funds raised funds to be self raised funds, and the amount invested in advance shall be replaced by the amount invested in the name of the project with the serial number of the raised funds
1. Research and development project of intelligent Internet connected vehicle operating system 92131536532392.52 92.52
2 research and development of intelligent driving assistance system 55715793649834 48.40 48.40 project
3 5g intelligent terminal authentication platform research 41649312167388100426100426 development project
4 research and development item of multimodal fusion technology 1266024797914 276.82 276.82
Total investment funds raised funds to be self raised funds, and the amount invested in advance shall be replaced by the amount invested in the name of the project with the serial number of the raised funds
order
5 Thunder Software Technology Co.Ltd(300496) Nanjing Yuhua Research Institute 51362903692974 — Institute Construction Project
Total 2535197716840502142200142200
4. Cash management using temporarily idle raised funds
The company held the 20th meeting of the third board of directors on August 13, 2020, and deliberated and passed the proposal on cash management with temporarily idle raised funds. The board of directors agreed that in order to improve the use efficiency of raised funds, on the premise of ensuring the normal implementation of the use plan of raised funds, The company (including the implementation subject of raised investment projects) plans to use the temporarily idle raised funds with a total amount of no more than RMB 120 million for cash management to invest in products with high safety, good liquidity and low risk. The investment period of a single product shall not exceed 12 months. The term of cash management of the raised funds is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit, the funds can be used on a rolling basis.
The company held the 25th meeting of the third board of directors on March 15, 2021, and deliberated and passed the proposal on cash management with temporarily idle raised funds. The board of directors agreed that in order to improve the use efficiency of raised funds, on the premise of ensuring the normal implementation of the use plan of raised funds, The company (including the implementation subject of raised investment projects) plans to use the temporarily idle raised funds with a total amount of no more than RMB 120 million for cash management to invest in products with high safety, good liquidity and low risk. The investment period of a single product shall not exceed 12 months. The term of cash management of the raised funds is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit, the funds can be used on a rolling basis.
The company subscribed two structured deposit products of RMB 250 million in October 2021, and the maturity date is December 27, 2021. As of December 31, 2021, structured deposits have been redeemed with a return of RMB 1.2145 million. As of December 31, 2021, the amount of cash management by the company using the temporarily idle raised funds was 149.2 million yuan.
5. Change of implementation location and increase of implementation subjects of some projects invested by raised funds
On October 13, 2020, the company held the 22nd Meeting of the third board of directors, deliberated and passed the proposal on the wholly-owned subsidiary’s intention to participate in public auction of real estate and change the implementation location of some raised funds investment projects. The company originally planned to be implemented by changsuo software technology (Shanghai) Co., Ltd. (hereinafter referred to as “the company”)
Haichangsuo (“haichangsuo”) plans to purchase the 7th floor of the real estate located in building 4, No. 525 Yuanjiang Road, Shanghai as the project implementation site for the R & D project of intelligent networked vehicle operating system and intelligent driving assistance system, At present, the company participates in the bidding for the whole real estate of building 26, No. 487 Tianlin Road, Xuhui District, Shanghai, which is publicly transferred by Shanghai Industrial Zone Development Corporation (Co., Ltd.) in Shanghai United Property Exchange through Shanghai changsuo, and changes the real estate to the implementation location of the R & D project of intelligent networked vehicle operating system and intelligent driving assistance system. In November 2020, Shanghai changsuo completed delisting, signed the Shanghai property rights trading contract with the transferor Shanghai Industrial Zone Development Corporation (Co., Ltd.), and obtained the asset trading voucher issued by Shanghai United Property Rights Exchange Co., Ltd. By 2020
