Guosen Securities Co.Ltd(002736)
About Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678)
It is proposed to close some of the investment projects with raised funds
And permanently replenish the surplus raised funds with the verification opinions of working capital
Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) ” or “recommendation institution”) as a continuous supervision organization for Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) (hereinafter referred to as ” Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) ” or “company”) to make initial public offering of shares and list on the gem, in accordance with the administrative measures for securities Issuance and listing recommendation business and the GEM Listing Rules of Shenzhen Stock Exchange The guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies have verified the matters that Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) plans to close some investment projects with raised funds and permanently supplement the surplus raised funds with working capital. The verification results and verification opinions are as follows:
1、 Availability of raised funds
On June 16, 2017, Approved by the reply of China Securities Regulatory Commission on approving Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) initial public offering of shares (zjxk [2017] No. 949), Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) is approved to issue RMB common shares to the public for the first time (A shares) 25 million shares, with an issue price of RMB 7.85 per share, and a total of RMB 196250000.00 was raised. After deducting the issue fee of RMB 38700000.00, the net amount of raised funds was RMB 15755000.00 (hereinafter referred to as “raised funds”). The above raised funds were in place on July 19, 2017 and have been paid by ShineWing certified public accountants (special general partnership) verified and confirmed the capital verification report (xyzh / 2017cda10397) issued on July 20, 2017. The company has adopted a special account for the raised funds and signed a supervision agreement on the raised funds with the deposit bank and the sponsor.
The funds raised from the company’s initial public offering of shares, after deducting the issuance expenses, are invested in the following projects:
Unit: RMB 10000
No. name of the project invested by the raised funds
1 digital conference series product upgrading and industrialization project 5536.00 Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678)
2 high speed machine vision technology R & D center upgrading project 3662.00
3. Marketing service network construction project 2467.00
4 upgrading, development and industrialization of tobacco intelligent logistics application system 4090.00
Total 15755.00
2、 Changes or adjustments of investment projects with raised funds
After the 19th meeting of the second board of directors, the 12th meeting of the second board of supervisors and the first temporary meeting in 2019
Upon deliberation and approval by the general meeting of shareholders, the company made some changes to the original raised investment projects “digital conference series product upgrading and industrialization project”, “high-speed machine vision technology R & D center upgrading project” and “marketing service network construction project”; At the same time, terminate the “tobacco intelligent logistics application system upgrading, development and industrialization project”. After the change, The implementation subject of “digital conference series product upgrading and industrialization project” was adjusted from the company to “Chengdu Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) Technology Co., Ltd.” (hereinafter referred to as “Chengdu Zhongke”), the investment amount was adjusted from 55.36 million yuan to 28.88 million yuan, and the implementation cycle was adjusted from two years to five years; “high speed machine vision technology R & D center upgrading project” The investment quota is adjusted from 36.62 million yuan to 20 million yuan, and the implementation cycle is adjusted from two years to five years, that is, extended to June 30, 2022; The investment quota of “marketing service network construction project” was adjusted from 24.67 million yuan
The total is 16.8 million yuan, and the implementation cycle is adjusted from two years to four years, that is, extended to June 30, 2021.
On November 9, 2020, the company held the 12th meeting of the 3rd board of directors and the 10th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on changing the implementation subject of some raised capital investment projects, and agreed to change the implementation subject of the raised capital investment project “upgrading and transformation of high-speed machine vision technology research and development center” from the company to Chengdu Zhongke, The investment amount, purpose, implementation location and other matters of the project remain unchanged.
3、 Deposit and management of raised funds
(i) Management of raised funds
In order to standardize the management and use of raised funds and protect the interests of investors, in accordance with the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines, listed companies’ regulatory guidelines No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other laws and regulations Normative documents and relevant provisions of the company’s management system for raised funds, the company signed the tripartite supervision agreement for raised funds with the sponsor Guosen Securities Co.Ltd(002736) and China Zheshang Bank Co.Ltd(601916) Chengdu Renmin South Road sub branch (hereinafter referred to as ” China Zheshang Bank Co.Ltd(601916) “) in July 2017.
After deliberation and approval of the 19th meeting of the second board of directors and the 12th meeting of the second board of supervisors held on June 27, 2019 and the first extraordinary general meeting of shareholders held in 2019 on August 29, 2019, the
Proposal on the purpose of the raised funds and the implementation subject of the raised investment project, adjustment of the investment amount of the raised investment project and appropriate extension, in which the implementation subject of the original raised investment project “digital conference series product upgrading and industrialization project” is changed to the wholly-owned subsidiary “Chengdu Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) Technology Co., Ltd, The redundant raised funds formed by adjusting the investment quota of the four raised funds investment projects, totaling 91.87 million yuan, will be managed as idle raised funds.
After deliberation at the fourth meeting of the third board of directors and the third meeting of the third board of supervisors held by the company on November 5, 2019, the proposal on changing the special account for raised funds was adopted, and it was agreed that the company would transfer the balance of principal and interest of raised funds deposited in the China Zheshang Bank Co.Ltd(601916) special account to the new special account for raised funds opened by the company in Bank Of Shanghai Co.Ltd(601229) Chengdu Branch, And cancel the China Zheshang Bank Co.Ltd(601916) special account. Meanwhile, the company and its wholly-owned subsidiary Chengdu Zhongke re signed the new tripartite supervision agreement on raised funds with the sponsor Guosen Securities Co.Ltd(002736) and Bank Of Shanghai Co.Ltd(601229) Chengdu Branch.
After deliberation at the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors held on March 5, 2020 and the first extraordinary general meeting of shareholders held in 2020 on March 23, 2020, the company adopted the
It is agreed to use all the idle raised funds of 91.87 million yuan in the funds raised from the initial public offering of shares to permanently supplement the working capital.
According to the resolutions of the 12th meeting of the third board of directors and the 10th meeting of the third board of supervisors held on November 9, 2020, it is agreed that the implementation subject of the raised capital investment project “upgrading and transformation of high-speed machine vision technology R & D center” will be changed from the company to a wholly-owned subsidiary Chengdu Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) Technology Co., Ltd. On February 18, 2021, Chengdu Zhongke signed the tripartite supervision agreement on raised funds with the sponsor Guosen Securities Co.Ltd(002736) and Bank Of Shanghai Co.Ltd(601229) Chengdu Branch (hereinafter referred to as ” Bank Of Shanghai Co.Ltd(601229) “), and set up a special account for raised funds in Bank Of Shanghai Co.Ltd(601229) .
（2） Storage of raised funds in special account
As of December 23, 2021, the specific deposit of the company’s raised funds is as follows:
Unit: RMB 10000
Deposit method of raised fund balance in bank account no. of deposit bank
Bank Of Shanghai Co.Ltd(601229) Chengdu Branch 030040033050.00 current account
Bank Of Shanghai Co.Ltd(601229) Chengdu Branch 03004003291878.02 current account
Bank Of Shanghai Co.Ltd(601229) Chengdu Branch 030040033131264.28 current account
Bank Of Shanghai Co.Ltd(601229) Chengdu Branch 030040032671368.32 current account
Bank Of Shanghai Co.Ltd(601229) Chengdu Branch 030043632871433.55 current account
Total 4944.17
Note: the balance of raised funds includes the surplus funds of raised investment projects, financial management income and interest income of raised funds. The actual transfer out amount shall be subject to the bank interest settlement balance on the day of transfer out.
3、 Investment projects and savings of raised funds to be settled this time
(i) Investment projects of raised funds to be settled this time
The marketing service network construction project will be completed on June 30, 2021 as scheduled. After about four years of hard work, the construction has been completed. The total investment of the project is 5.7691 million yuan, and the balance is 12.6428 million yuan. The basic objectives of the project design have been preliminarily achieved, and the following three aspects have been promoted:
In terms of marketing service network construction, the company has expanded its original offices and successively set up new offices in many parts of the country, completed the layout of marketing networking and localization service system in key regions, enhanced the company’s ability to provide localization services for major strategic customers, and was highly recognized by customers.
In terms of the construction of marketing service network support platform, we have continuously increased the construction of operation support platform, built a project management imp information platform covering the whole business chain of the company, well integrated the company’s sales resources, pre-sales resources, customer resources and after-sales service resources, and opened a 400 service hotline, It provides a strong guarantee for the business development of regional offices.
In terms of marketing service network brand promotion, the company first built the company’s exhibition hall in the hall on the first floor of the headquarters, trying to create a new “window” for the company’s brand promotion. The exhibition hall systematically combs the development history of the company, shows the products and overall solutions of the company with artificial intelligence as the core technology and facing the business scenarios of various industries, and highlights the development concept of Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) adhering to “integrated innovation and serving the country”. Second, organize and participate in new product launches and key product exhibitions at influential national summits and exhibitions to fully display the company’s brand image. Third, actively participated in industrial alliances related to artificial intelligence, smart city, information and innovation industry and big data application organized by local governments and industry associations at all levels, held important positions in many associations or alliances, and actively promoted the establishment of industrial ecosystem, which not only expanded the company’s reputation, but also met many partners. The above work has built a marketing network system covering key regions of the country, effectively promoted the layout of the company’s business in key regions of the country, and improved the company’s overall marketing ability.
（2） Savings of raised funds of the project
As of the date of this announcement, the above proposed “marketing service network construction” project has been completed, and the use and savings of the raised funds are as follows:
Unit: RMB 10000
Sequence project name: Net renewal fee after adjustment of investment commitment of raised funds accumulated interest income of invested surplus raised funds deducting the proportion of hand surplus raised funds in total number of funds
1 marketing service network 2467.001680.00576 911,264.28161. 1975.25% construction projects
As of December 23, 2021, the surplus raised funds were 12.6428 million yuan, including 11.0309 million yuan in principal and 1.6119 million yuan in interest / wealth management income. The surplus raised funds accounted for 75.25% of the net raised funds to be invested in the project. According to the management rules for raised funds of companies listed on the gem of Shenzhen Stock Exchange, it still needs to be submitted to the general meeting of shareholders for deliberation.
4、 Reasons for savings of raised funds of the project
(i) According to the overall business development, the appropriate matching of product development and delivery capacity and the development trend of Internet technology, the company has moderately reduced and adjusted the construction and layout of marketing network system, specifically adjusted the national coverage originally planned to the coverage of key areas, reduced the scale of marketing service network construction and moderately extended the construction cycle, This also greatly reduces the marketing cost
