Huaying Securities Co., Ltd
About Hubei Century Network Technology Inc(300494)
Verification opinions on cash management with temporarily idle raised funds
Huaying Securities Co., Ltd. (hereinafter referred to as “Huaying securities” or “sponsor”) as a sponsor of Hubei Century Network Technology Inc(300494) (hereinafter referred to as ” Hubei Century Network Technology Inc(300494) ” or “company”) issuing shares to specific objects and listing on the gem, 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 December 2020) The guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange (revised in 2020), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other relevant provisions have carefully verified the matters that Hubei Century Network Technology Inc(300494) plans to use temporarily idle raised funds for cash management. The details of the verification are as follows:
1、 Basic information of raised funds
The company has issued RMB common shares to specific objects this time with the approval of registration in the reply of China Securities Regulatory Commission on approving Hubei Century Network Technology Inc(300494) to issue shares to specific objects (zjxk [2021] No. 883) (A shares) 31665598 shares, with a par value of RMB 1.00 per share and an issue price of RMB 15.36 per share. The total amount of raised funds is RMB 486383585.28, and the net amount of raised funds is RMB 474894865.27 after deducting the issuance expenses excluding tax of RMB 11488720.01. The above raised funds have been approved by Zhongshen Zhonghuan certified public accountants The capital verification report (zhyz (2021) No. 0100090) issued by (special general partnership) on November 22, 2021 was verified.
The company has deposited the above raised funds in the special account for raised funds, and signed the tripartite supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds.
According to the prospectus for the issuance of A-Shares to specific objects on the Hubei Century Network Technology Inc(300494) gem (Registration draft), the investment projects and use plans of the funds raised by the company’s issuance of shares to specific objects are as follows:
No. project name total investment amount proposed to use raised funds (10000 yuan) investment amount (10000 yuan)
1 Hubei Century Network Technology Inc(300494) cloud game service platform project 43518.3437675.91
2 Hubei Century Network Technology Inc(300494) game authorization and operation project 5788.182384.15
3 Hubei Century Network Technology Inc(300494) game service item 5107.374450.54
4. Big data and cloud storage platform upgrade project 3581.312222.97
5. Supplementary working capital 1904.79 1904.79
Total 59900.0048638.36
2、 Reasons for idle raised funds
The construction of projects invested with raised funds needs a certain period. The company will orderly promote the investment projects with raised funds in accordance with the use plan of raised funds. According to the actual construction progress of the project invested by the raised funds, the raised funds will be temporarily idle in the short term. On the premise of not affecting the construction of investment projects with raised funds and the normal operation of the company, the company will reasonably use idle raised funds for cash management to improve the use efficiency of raised funds.
3、 Basic information of cash management using temporarily idle raised funds this time
(i) Cash management purpose
In order to improve the use efficiency of the company’s temporarily idle raised funds, the company plans to use the temporarily idle raised funds for cash management without affecting the investment project construction and normal operation of the company, so as to obtain more returns for the company and shareholders.
（2） Service life
It shall be valid for one year from the date of deliberation and approval by the general meeting of shareholders.
（3） Investment quota
The maximum amount shall not exceed RMB 400 million, within which the funds can be used on a rolling basis. （4） Product variety
The company will strictly control risks, strictly evaluate products and temporarily idle the raised funds for cash management
1. High security, meeting the capital preservation requirements, and the product issuer can provide capital preservation commitments;
2. It has good liquidity and does not affect the normal progress of the investment project with raised funds. Product varieties include but are not limited to principal guaranteed financial products, structured deposits, time deposits or large certificates of deposit, with a holding period of no more than 12 months. The above products shall not be used for pledge, and the special product settlement account shall not be used for non raised funds or other purposes. If the special product settlement account is opened or cancelled, the company will timely submit it to Shenzhen stock exchange for filing and announcement.
（5） Implementation mode
The chairman is authorized to exercise the investment decision-making power, and the financial person in charge is responsible for the specific purchase.
（6） Information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with relevant requirements such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for standardized operation of GEM listed companies of Shenzhen Stock Exchange.
4、 Risk analysis and risk control measures
(i) Risk analysis
1. Although the products of idle raised funds for cash management belong to principal guaranteed products with high safety and good liquidity, the financial market is greatly affected by the macro-economy, and it is not excluded that the cash management 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 cash management is unpredictable.
3. Operation and monitoring risks of relevant staff.
（2） Risk control measures
1. The company’s financial center will timely analyze and track the product investment direction and project progress. If risk factors that may affect the company’s capital security are found in the assessment, corresponding preservation measures will be taken in time to control the risk. 2. The company’s audit department is responsible for auditing and supervising the use and storage of cash management funds.
3. The independent directors and the board of supervisors have the right to supervise and inspect the use of cash management. On the basis of verification by the Audit Department of the company, if the board of supervisors and independent directors of the company consider it necessary, they can hire professional institutions to conduct audit.
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 daily operation of the company
The company adheres to standardized operation, maintains and increases value and prevents risks. Under the condition of ensuring the construction of investment projects with raised funds and the normal operation of the company, using temporarily idle raised funds for cash management can obtain certain income and better return for the company and shareholders.
6、 Relevant review procedures
1. After deliberation at the 9th meeting of the 4th board of directors, the proposal on using temporarily idle raised funds for cash management was adopted. The board of directors agreed that the company would use temporarily idle raised funds of no more than RMB 400 million for cash management to purchase principal guaranteed financial products with high safety and good liquidity, which are within the above limit, Funds can be used on a rolling basis.
2. The independent directors of the company carefully reviewed the proposal on cash management with temporarily idle raised funds, clearly expressed independent opinions and agreed to the proposal on cash management with temporarily idle raised funds.
3. After deliberation at the 8th meeting of the 4th board of supervisors of the company, the proposal on using temporarily idle raised funds for cash management was adopted. The board of supervisors agreed that the company should use temporarily idle raised funds of no more than RMB 400 million for cash management to purchase principal guaranteed financial products with high safety and good liquidity, which are within the above limit, Funds can be used on a rolling basis.
The above proposals need to be submitted to the general meeting of shareholders of the company for deliberation, and the relevant resolutions shall be valid within 12 months from the date of deliberation and adoption by the general meeting of shareholders.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Hubei Century Network Technology Inc(300494) the use of temporarily idle raised funds for cash management has been deliberated and adopted at the ninth meeting of the Fourth Board of directors and the eighth meeting of the Fourth Board of supervisors. The independent directors have expressed their independent opinions with explicit consent and fulfilled the necessary legal procedures. The matter needs to be submitted to the general meeting of shareholders for deliberation. Without affecting the use of the raised funds, according to the investment plan and construction progress of the investment projects invested by the raised funds, the company will use the temporarily idle raised funds up to RMB 400 million for cash management to purchase capital guaranteed financial products with high safety and good liquidity, which is conducive to improving the use efficiency of the company’s funds, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
To sum up, 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 the verification opinions of Huaying Securities Co., Ltd. on Hubei Century Network Technology Inc(300494) using temporarily idle raised funds for cash management)
Sponsor representative:
Zhou Yili, Deng Yi
Huaying Securities Co., Ltd. December 14, 2021
