China Merchants Securities Co.Ltd(600999)
About Thunder Software Technology Co.Ltd(300496)
Verification opinions on cash management with temporarily idle raised funds
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 “the company”) for the non-public issuance of A-share shares (hereinafter referred to as “this issuance”) on the gem in 2020, in accordance with the measures for the administration of securities issuance and listing recommendation business Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, and listed company regulatory guidelines No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), and other relevant laws According to the regulations and normative documents, the matters of Thunder Software Technology Co.Ltd(300496) using temporarily idle raised funds for cash management were carefully verified, and the following verification opinions were issued: I. Basic information of raised 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.
In order to standardize the management of the company’s raised funds and protect the rights and interests of investors, the company (including the implementation subject of raised investment projects) has signed the tripartite supervision agreement on raised funds and the quadripartite supervision agreement on raised funds with the bank and the sponsor, opened a special account for raised funds and stored the raised funds in a special account. 2、 Investment projects with raised funds
In this issuance, the net amount of the actually raised funds after deducting the issuance expenses is 168405015904 yuan. The investment projects and use plans of the raised funds are as follows:
No. project name total investment raised capital investment
1. Research and development project of intelligent networked vehicle operating system 92131536532392
2 research and development project of intelligent driving assistance system 55715793649834
3 5g intelligent terminal authentication platform R & D project 41649312167388
4 research and development project of multimodal fusion technology 1266024797914
5 Thunder Software Technology Co.Ltd(300496) Nanjing Yuhua research institute construction project 51362903692974
Total 2535197716840502
In 2021, the company directly invested 314813400 yuan in projects invested with raised funds. As of December 31, 2021, the company has directly invested 6605282 million yuan in projects invested with raised funds, 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.
As the construction of the project invested by raised funds needs a certain period, according to the construction progress of the project invested by raised funds, some of the raised funds are idle in the short term at this stage. On the premise of not affecting the investment of raised funds and the normal operation of the company, the company will make rational use of idle raised funds for cash management and improve the use efficiency of raised funds. 3、 Details of cash management using temporarily idle raised funds this time
1. Reasons for temporary idleness of raised funds
The investment project of the company’s non-public offering of shares to raise funds is now steadily advancing, and the project needs to be invested by stages. According to the actual progress of the project, some of the raised funds will be temporarily idle.
2. Cash management purpose
In order to improve the use efficiency of the company’s raised funds and make rational use of the temporarily idle raised funds, without affecting the normal operation of the company and the normal implementation of the use plan of the raised funds, the company (including the implementation subject of the raised investment project) plans to use the temporarily idle raised funds for cash management in combination with the actual operation, so as to invest in products with high safety, good liquidity and low risk, To increase the company’s income, there is no behavior of changing the purpose of the raised funds in disguise. 3. Investment quota
It is proposed to use temporarily idle raised funds with a total amount of no more than 800 million yuan for cash management. Within the above limit, the funds can be used on a rolling basis.
4. Investment varieties
(1) High safety;
(2) Good liquidity;
(3) Low risk products;
(4) It shall not affect the normal progress of the investment plan of the raised funds, the investment products shall not be pledged, and the special settlement account for the products shall not deposit the non raised funds or be used for other purposes.
The above funds are not used for stocks and their derivatives, securities investment funds, entrusted financial products for the purpose of securities investment, etc.
5. Investment period
The investment period of a single product shall not exceed 12 months. The term of cash management of the raised funds shall be from the date of deliberation and approval of the 2021 shareholders’ meeting to the date of holding the 2022 annual shareholders’ meeting. Within the above-mentioned period and limit, the funds can be used on a rolling basis.
6. Implementation mode
Investment products are purchased in the name of the company (including the implementation subject of raised investment projects). The board of directors authorizes chairman Zhao Hongfei or his designated authorized agent to sign relevant agreements within the limit, and authorizes the company’s management to handle matters related to opening a special settlement account for cash management products and purchasing products within the specified limit, Including but not limited to: selecting qualified issuers of investment products, specifying investment amount and period, selecting investment product varieties, signing contracts and agreements, etc.
4、 Investment risk and control measures
1. Investment risk
Although the company will invest in products with high safety and good liquidity, the financial market is greatly affected by macroeconomic, fiscal and monetary policies. It is not ruled out that the investment may be affected by market fluctuations. According to the specific economic situation, the company will choose the right time and buy in a timely and appropriate amount.
2. Control measures
(1) The company will continue to improve the internal control system of investment and financial management, maintain a stable investment concept, and appropriately adjust the investment portfolio according to the economic situation and other external environment. The company’s operating management and relevant financial personnel will continue to track the investment direction of the invested products and the progress of the project, and will take corresponding preservation measures in time to control the investment risk. In case of major adverse factors such as the deterioration of the financial situation of the product issuer and the loss of the invested products, the company will disclose the announcement in time and ensure the safety of funds to the greatest extent.
(2) The internal audit department of the company is responsible for auditing and supervising the use and custody of the funds of the products invested by the idle raised funds, conducting regular comprehensive inspection on all investment product projects, and reasonably predicting the possible gains and losses of various investments according to the principle of prudence.
(3) The company’s independent directors and board of supervisors have the right to supervise and verify the use of funds, and will hire professional institutions to audit when necessary; The recommendation institution shall supervise and inspect the cash management of idle raised funds.
(4) The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange. 5、 Impact on the company’s operation
Based on the principles of standardized operation, risk prevention, prudent investment, value preservation and appreciation, the company uses the temporarily idle raised funds to carry out cash management through the purchase of low-risk and highly liquid products and other prudent methods, which is implemented on the premise of ensuring the normal implementation of the company’s raised funds use plan and the working capital required for daily operation, It will not affect the normal development and normal production and operation of the company’s raised investment projects.
Through appropriate cash management, the company can improve the efficiency of capital use, increase investment benefits, further improve the overall performance level of the company, and seek a better return on investment for the shareholders of the company. 6、 Relevant review procedures and special opinions
1. Deliberations of the board of directors
The 7th Meeting of the 4th board of directors of the company deliberated and approved the proposal on cash management with temporarily idle raised funds, and the board of directors agreed to the company’s cash management with temporarily idle raised funds this time. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. Deliberation of the board of supervisors
The 7th Meeting of the 4th board of supervisors of the company deliberated and approved the proposal on cash management with temporarily idle raised funds. The board of supervisors held that the company’s use of temporarily idle raised funds to invest in products with high safety and good liquidity can improve the use efficiency of the company’s funds and increase capital income, It will not affect the investment of raised investment projects and the normal use of raised funds, the normal production and operation of the company, and there is no situation damaging the interests of the company and minority shareholders. The decision-making and deliberation procedures of this matter are legal and compliant. It is agreed that the company will use the temporarily idle raised funds for cash management, and the funds can be recycled and used in a rolling manner, with the amount not exceeding RMB 800 million. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. Opinions of independent directors
The independent directors of the company expressed independent opinions on the use of temporarily idle raised funds for cash management as follows: the company plans to use idle raised funds for cash management, The decision-making procedures comply with the Shenzhen Stock Exchange GEM Listing Rules and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022). The company’s use of idle raised funds for cash management this time does not conflict with the construction content of the raised funds investment project, does not affect the normal implementation of the raised funds investment project, does not change the purpose of the raised funds in a disguised manner, does not affect the normal development of the company’s main business, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. It is agreed that the company can use idle raised funds for cash management, and the funds can be used in a circular and rolling manner, with the amount not exceeding RMB 800 million. 7、 Verification opinions of the recommendation institution
As the sponsor of Thunder Software Technology Co.Ltd(300496) after verification, China Merchants Securities Co.Ltd(600999) believes that:
The company’s use of temporarily 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 consent and fulfilled the necessary internal decision-making procedures, which is in line with the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020) Relevant provisions such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on the gem, and guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022). The company has formulated corresponding risk control measures. The use of temporarily idle raised funds for cash management will not affect the normal development of the company’s business activities and will not damage the interests of the company and all shareholders.
The recommendation institution has no objection to the company’s use of temporarily idle raised funds for cash management.
(there is no text on this page, which is the signature and seal page of China Merchants Securities Co.Ltd(600999) opinions on Thunder Software Technology Co.Ltd(300496) using temporarily idle raised funds for cash management)
Sponsor representative:
Shen Tao, Sun Yue
China Merchants Securities Co.Ltd(600999) March 3, 2022
