Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd
About Hangzhou Anysoft Information Technology Co.Ltd(300571)
Verification opinions on temporarily replenishing working capital with some idle raised funds
Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd. (hereinafter referred to as “founder underwriting sponsor”) is the sponsor of Hangzhou Pingzhi Information Technology Co., Ltd. (hereinafter referred to as “the company” or ” Hangzhou Anysoft Information Technology Co.Ltd(300571) “). According to the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the guidelines for the information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, and According to the requirements of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the matters of Hangzhou Anysoft Information Technology Co.Ltd(300571) using some idle raised funds to temporarily supplement working capital have been verified. The specific verification is as follows:
1、 Basic information of raised funds
On November 23, 2021, China Securities Regulatory Commission issued the reply on approving Hangzhou Pingzhi Information Technology Co., Ltd. to issue shares to specific objects for registration (zjxk [2021] No. 3706). According to the capital verification report (xksbz [2021] No. zf11099) issued by Lixin Certified Public Accountants (special general partnership) on December 22, 2021, as of December 21, 2021, the issuer has actually issued 15112919 A-Shares to specific objects, and the total amount of raised funds is RMB 584869965.30, After deducting the issuance expenses (excluding tax) of RMB 15920298.98, the net amount of raised funds is RMB 568949666.32.
2、 Investment projects with raised funds
The investment projects of the company in 2020 after deducting the issuance expenses from the funds raised by issuing shares to specific objects are as follows:
No. project name: total committed investment of raised funds as of December 30, 2021 cumulative amount (10000 yuan) invested amount (10000 yuan)
15g wireless access network core product construction project 13700.000
2. New generation bearer network product construction project 11822.000
3. R & D center construction project 15965.000
4. Supplementary working capital 17000.003000.00
Total 58487.003000.00
As of December 29, 2021, the company has used 30 million yuan of raised funds, and the balance of raised funds is 544916788.40 yuan (including the accumulated bank deposit interest received and the net amount deducting bank handling charges). As the use of the raised funds requires a certain period, according to the operation progress of the raised funds project, some of the raised funds are temporarily idle at this stage.
3、 The plan of temporarily replenishing working capital with some idle raised funds and its rationality and necessity
(i) A plan to temporarily supplement working capital with some idle raised funds
In order to meet the company’s daily operating capital needs and improve the use efficiency of idle raised funds, it is proposed to use idle raised funds of no more than RMB 300 million to temporarily supplement working capital on the premise of ensuring that the construction of investment projects and normal production and operation of raised funds will not be affected, combined with the company’s current production and operation and financial situation, The service life shall be no more than 12 months from the date of deliberation and approval by the board of directors, and shall be returned to the special account for raised funds before expiration.
The working capital temporarily supplemented by some idle raised funds is limited to the business operation related to the company’s main business, and will not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements. The use of some idle raised funds this time does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the investment project with raised funds, and does not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders. The company has not made high-risk investment in the last 12 months and promises not to make high-risk investment during the period of temporarily replenishing working capital with raised funds.
（2） Rationality and necessity of using some idle raised funds to temporarily supplement working capital
Based on the construction progress of the company’s investment project with the raised funds, the raised funds that have not been put into use will be temporarily idle. In combination with production and operation needs and financial conditions, the company plans to use idle funds of no more than RMB 300 million to temporarily supplement working capital, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors. According to the calculation of the 1-year loan market quotation interest rate of 3.80% issued by the national interbank lending center, through the temporary supplement of working capital with some idle raised funds, it is expected to save about 11.4 million yuan of financial expenses. Therefore, the company’s use of some idle raised funds to temporarily supplement working capital is conducive to strengthening the fund guarantee required for daily operation, improving the efficiency and efficiency of fund use, which is in line with the interests of the company and all shareholders.
4、 Review procedures and relevant opinions for implementation
(i) Deliberations of the board of directors
The company held the 28th meeting of the third board of directors on December 31, 2021, which deliberated and passed the proposal on using some idle raised funds to temporarily supplement working capital. The board of directors agreed that the company, on the premise of ensuring the capital demand of the investment projects with raised funds and the normal use plan of raised funds, The idle raised funds of no more than RMB 300 million shall be used to temporarily supplement the working capital. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and shall be returned to the special account for raised funds at the expiration of the term.
（2） Deliberations of the board of supervisors
The company held the 26th meeting of the third session of the board of supervisors on December 31, 2021, deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital, and the board of supervisors agreed to use some idle raised funds to temporarily supplement working capital. The board of supervisors of the company believes that the company’s use of some idle raised funds to temporarily supplement working capital will help to improve the use efficiency of raised funds, reduce the company’s financial cost, do not affect the normal implementation of raised funds, do not change the purpose of raised funds in a disguised manner, the decision-making and deliberation procedures comply with the provisions of relevant laws and regulations, and do not damage the company and shareholders, Especially the interests of minority shareholders.
（3） Opinions of independent directors
The independent directors of the company believe that the use of some idle raised funds to temporarily supplement working capital is conducive to improving the use efficiency of raised funds, reducing the financial cost of the company, will not affect the normal progress of the company’s investment projects of raised funds and the use of raised funds, there is no situation of changing the purpose of raised funds in a disguised manner, and will not damage the company and shareholders, Especially the interests of minority shareholders. Therefore, the independent directors agree that the company uses some idle raised funds to supplement working capital temporarily.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of some idle raised funds to temporarily supplement working capital has been deliberated and approved by the board of directors of the company, the independent directors and the board of supervisors have issued clear consent opinions, performed the necessary approval procedures, and the above matters comply with the provisions of relevant laws and regulations. The company’s use of some idle raised funds to temporarily supplement working capital is conducive to improving the use efficiency of raised funds and reducing the company’s financial cost. There is no situation of changing the purpose of raised funds in a disguised manner, which will not affect the normal progress of the company’s investment projects of raised funds and the use of raised funds.
In conclusion, the recommendation institution has no objection to the company’s use of some idle raised funds to temporarily supplement working capital.
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