Everbright Securities Company Limited(601788)
About Venustech Group Inc(002439)
Verification opinions on using some idle raised funds for investment and financial management
Everbright Securities Company Limited(601788) (hereinafter referred to as ” Everbright Securities Company Limited(601788) ” and “sponsor”) as a sponsor for the issuance of convertible corporate bonds of Venustech Group Inc(002439) Information Technology Group Co., Ltd. (hereinafter referred to as ” Venustech Group Inc(002439) “, “company” and “listed company”), in accordance with the measures for the administration of securities issuance and listing sponsorship business and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange In accordance with the provisions of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange, it has carefully verified that Venustech Group Inc(002439) intends to use some idle raised funds for investment and financial management. The specific verification conditions and verification opinions are as follows:
1、 Basic information of raised funds
According to the reply on approving Venustech Group Inc(002439) public issuance of convertible corporate bonds issued by China Securities Regulatory Commission (CSRC license [2018] No. 2159), the company publicly issued convertible corporate bonds on March 27, 2019, with a face value of RMB 100.00 each. The raised funds were fully paid in RMB, totaling RMB 1045 million. After deducting the issuance expenses of RMB 11692924.53, the net amount of raised funds was RMB 1033307075.47. The above funds were in place on April 2, 2019 and have been verified by Ruihua Certified Public Accountants (special general partnership) and issued the verification report of Ruihua Yan Zi [2019] No. 44050002.
The company has carried out special account storage management of the above raised funds in accordance with relevant regulations, and signed a tripartite / quadripartite supervision agreement on the raised funds with the bank storing the raised funds.
2、 Use and balance of raised funds
As of September 30, 2021, the use and balance of raised funds are as follows:
Unit: RMB
Amount of the project in previous years and amount incurred in the current period
1. Total raised funds 1045000000.00
2. Less: issuance expenses paid by raised funds 11452830.20
3. Plus: interest income of previous period 23736809.82
4. Less: replacement of raised funds invested in advance 56202535.36
Supplementary working capital in the early stage: 150000000.00
Preliminary handling fee and account management fee 3594.73
Project expenditure of early raised funds 127245619.45
Pre purchase financial management and call deposit 666000000.00
As of December 31, 2020, the balance of the raised funds account was 57832230.08
5. Plus: interest income and financial management income 6013275.97
6. The expenditure of projects invested with raised funds in the current period is 285950228.11
7. 347000000.00 recovered in the current period
8. Disposal of intangible assets in the current period 12200000.00
9. Current handling fee and account management fee 2857.43
As of September 30, 2021, the balance of the raised funds account was 137092420.51
Note 1: the issuance fee paid by the raised funds is 11452830.20 yuan, including underwriting recommendation fee of 9858490.57 yuan, audit and capital verification fee of 726415.09 yuan, lawyer fee of 283018.88 yuan, credit rating fee of 273584.91 yuan and information disclosure fee of 311320.75 yuan.
Note 2: the company held the second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors on June 5, 2019, deliberated and adopted the proposal on using raised funds to replace self raised funds invested in projects invested with raised funds in advance and paid issuance expenses, and agreed to use raised funds to replace self raised funds invested in projects invested with raised funds in advance of 56202535.36 yuan, The self raised fund for replacing the paid issuance expenses is 943396.23 yuan. Among the self raised funds of 943396.23 yuan for replacing the paid issuance expenses, including 424528.30 yuan for audit and capital verification, 283018.88 yuan for lawyers and 235849.06 yuan for credit rating. These expenses are listed in the paid issuance expenses of 11452830.20 yuan for the raised funds in the above table.
Note 3: the issuance registration fee of 98584.91 yuan and lawyer’s fee of 141509.42 yuan incurred in the issuance of convertible corporate bonds are paid with their own funds, which have not been paid from the raised funds.
Note 4: as of September 30, 2021, the amount of raised funds and financial products that have not expired is RMB 232000000.00, and the amount of call deposit is RMB 87000000.00.
3、 Reasons for temporary idleness of raised funds
During the implementation of the company’s investment projects with raised funds, due to the actual needs of the project, the raised funds need to be invested gradually by stages, so there are temporarily idle raised funds.
4、 Basic information of using some idle raised funds for investment and financial management this time
(i) Investment purpose
In order to improve the use efficiency of funds, make rational use of temporarily idle raised funds and increase the company’s income.
（2） Investment quota and term
The company and its subsidiaries use part of the temporarily idle raised funds to purchase principal guaranteed financial products within one year of commercial banks. The amount of funds used shall not exceed RMB 200 million. Within the above amount, the funds can be used on a rolling basis. At the same time, the company’s management is authorized to implement the above financial management matters, and the authorization period is valid within 12 months from the date of deliberation and approval by the company’s board of directors. The amount of financial products actually purchased will increase or decrease according to the actual situation of the company’s funds. If the estimated investment amount exceeds the authorization authority, the board of directors of the company will re perform the approval procedures and timely perform the obligation of information disclosure.
（3） Investment varieties
In order to control risk, the funds within the above limit can only be used to purchase investment products whose issuer is a commercial bank. The term of investment products shall not exceed 12 months, and must meet the following conditions:
(1) High security, meeting the capital preservation requirements, and the product issuer can provide capital preservation commitments;
(2) Good liquidity shall not affect the normal operation of the investment plan of the raised funds.
Investment products shall not be pledged, and the special settlement account for products shall not deposit non raised funds or be used for other purposes. If the special settlement account for products is opened or cancelled, the company shall timely report to the exchange for filing and announcement.
（4） Implementation mode
Within the limit, the general manager is authorized to exercise the investment decision-making power and sign relevant contract documents, including but not limited to: selecting a qualified professional financial institution as the trustee, specifying the amount and period of entrusted financial management, selecting the variety of entrusted financial management products, signing contracts and agreements, etc. The financial director of the company is responsible for organizing the implementation, and the fund management department of the company is responsible for the specific operation.
（5） Information disclosure
The company will perform the obligation of information disclosure in accordance 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 guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant requirements. 5、 Impact on the company
Adhering to the principles of standardized operation, risk prevention and prudent investment, the company and its subsidiaries use part of the temporarily idle raised funds to purchase principal guaranteed financial products within one year of commercial banks, which is conducive to improving the efficiency of fund use, Obtain a certain return on investment, further improve the overall performance level of the company, and obtain more return on investment for shareholders. The use of some idle raised funds for investment and financial management does not constitute a related party transaction, there is no behavior of changing the purpose of the raised funds in a disguised form, and does not affect the normal progress of the company’s fund-raising projects
6、 Investment risk and control measures
(i) Investment risk
Although the financial products to be purchased by the company belong to low-risk investment varieties, the financial market is greatly affected by macro-economy, and it is not excluded that the investment is affected by market fluctuations; 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.
（2） Proposed measures for investment risks
The company will carry out relevant financial management business in strict accordance with the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, normative documents, the articles of association and the investment and financial management system, strengthen the analysis and research of relevant financial products, seriously implement various internal control systems of the company and strictly control investment risks.
(1) The company will timely analyze and track the investment direction of bank financial products and project progress. Once adverse factors are found or judged, the company will timely take corresponding preservation measures to control investment risks;
(2) The internal audit department of the company is responsible for auditing and supervising the use and custody of low-risk investment and wealth management funds, comprehensively inspecting all investment projects of bank wealth management products at the end of each quarter, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the audit Committee of the board of directors;
(3) The board of supervisors of the company has the right to conduct regular or irregular inspection on the company’s investment in financial products. If any illegal operation is found, it can propose to convene the board of directors to terminate the investment.
Based on the principle of safeguarding the interests of shareholders and the company, the company puts risk prevention first, strictly controls and makes prudent decisions on the investment of financial products, maintains close contact with relevant business banks, tracks the operation of financial funds, strengthens risk control and supervision, and strictly controls the safety of funds.
7、 Review procedures for using some idle raised funds for investment and financial management
(i) Deliberation by the board of directors
On December 22, 2021, the 26th meeting of the 4th board of directors of the company deliberated and approved the proposal on using part of the temporarily idle raised funds for investment and financial management, and agreed that the company and its subsidiaries use part of the temporarily idle raised funds to purchase principal guaranteed financial products within one year with commercial banks as the issuer, The amount of funds used shall not exceed RMB 200 million. Within the above amount, funds can be used on a rolling basis. At the same time, the company’s management is authorized to implement the above financial management matters, and the authorization period is valid within 12 months from the date of deliberation and approval by the company’s board of directors. （2） Opinions of the board of supervisors
The board of supervisors of the company believes that in combination with the actual operation of the company, under the condition of ensuring that the construction of raised funds and the use plan of raised funds are not affected, the company and its subsidiaries use some temporarily idle raised funds to purchase principal guaranteed financial products within one year with the issuing subject being commercial banks, which is conducive to improving the use efficiency of funds on the premise of risk control, Rational use of temporarily idle raised funds to increase the company’s income will not have an adverse impact on the company’s operation and will not damage the interests of the company and all shareholders, especially minority shareholders.
This time, some temporarily idle raised funds are used for investment and financial management, and there is no behavior of changing the purpose of the raised funds in a disguised manner, which will not affect the normal implementation of the investment projects of the raised funds.
Therefore, the board of supervisors agreed that the company and its subsidiaries use temporarily idle raised funds with a maximum amount of RMB 200 million to purchase principal guaranteed financial products within one year with the issuing subject as commercial banks.
（3） Independent opinions of independent directors
The independent directors of the company expressed the following opinions: in combination with the actual operation of the company, under the condition of ensuring that the construction of raised funds and the use plan of raised funds are not affected, the use part of the company and its subsidiaries is temporarily idle
