Sinolink Securities Co.Ltd(600109)
Verification opinions on Ucap Cloud Information Technology Co.Ltd(688228) using temporarily idle raised funds for cash management
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as the “sponsor”) is a sponsor for the initial public offering and listing of Ucap Cloud Information Technology Co.Ltd(688228) (hereinafter referred to as the ” Ucap Cloud Information Technology Co.Ltd(688228) ” or the “company”). In accordance with the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, and the measures for the continuous supervision of companies listed on the science and Innovation Board (for Trial Implementation) The guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation 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 been carefully verified, The 17th interim meeting of Ucap Cloud Information Technology Co.Ltd(688228) the second board of directors verified the use of temporarily idle raised funds for cash management. The verification results and verification opinions are as follows:
1、 Basic information of raised funds
With the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on Approving the registration of Ucap Cloud Information Technology Co.Ltd(688228) initial public offering (zjxk [2020] No. 94) and the consent of Shanghai Stock Exchange, the company issued 16783360 ordinary shares (A shares) for the first time, with a par value of 1.00 yuan per share and an issue price of 59.26 yuan per share. The total amount of funds raised in this public offering is RMB 994581900, after deducting the issuance expenses of RMB 97278200 (excluding value-added tax), the net amount of funds raised is RMB 897303700. All the raised funds were in place on March 23, 2020. Tianjian Certified Public Accountants (special general partnership) verified the availability of funds on March 23, 2020 and issued the capital verification report (tjy [2020] No. 7-21). The company has adopted special account storage management for the raised funds in accordance with the regulations, and signed a tripartite supervision agreement for the raised funds with the recommendation institution and the special account supervision bank. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com.. CN.) on March 26, 2020 Announcement on the listing of the initial public offering of shares on the science and innovation board. 2、 Use of raised funds
According to the company’s prospectus for initial public offering and listing on the science and innovation board, the raised funds are mainly used for “Internet content service platform upgrading and construction project”, “big data service platform upgrading and construction project” and “R & D center upgrading and construction project”. The specific uses are as follows:
Total investment amount of the project proposed to use raised funds investment serial number project name construction period
(10000 yuan) capital (10000 yuan)
1 Internet content service platform upgrading and construction project for 24 months 18387.6218387.62
2. 24 months of big data service platform upgrading project 20368.1020368.10
3 R & D center upgrading project 24 months 7376.947376.94
Total 46132.6646132.66
Subsequently, the company will continue to invest the raised funds in strict accordance with the plan of the raised investment projects disclosed in the prospectus, so as to ensure the smooth implementation of the raised investment projects and enhance the overall competitiveness of the company.
3、 Matters concerning the company’s use of temporarily idle raised funds for cash management
(i) Basic information of cash management using idle raised funds this time
1. Investment purpose
In order to further standardize the use and management of the company’s raised funds, on the premise of not affecting the normal progress of the investment plan of the raised funds, the rational use of the temporarily idle raised funds for cash management can improve the use efficiency of the raised funds, increase the income of the company’s cash assets and maximize the interests of shareholders.
2. Types of investment products
The company will strictly control risks in accordance with relevant regulations. It plans to use temporarily idle raised funds to purchase financial products or deposit products with high security and good liquidity (including but not limited to structural deposits, large certificates of deposit, time deposits, call deposits, etc.) with a period of no more than 12 months, and such cash management products shall not be used for pledge, Not for the purpose of securities investment.
3. Investment quota and term
The company plans to use the temporarily idle raised funds of no more than RMB 400 million for cash management, with a service life of no more than 12 months, which is effective within 12 months from the expiration date of the last authorization period (April 13, 2022). Within the above limit and term, the funds can be recycled and used on a rolling basis.
4. Validity of resolution
Valid for 12 months from the expiration date of the last authorization period (April 13, 2022).
5. Implementation mode
Authorize the chairman to decide relevant matters within the above cash management limit and time, sign or authorize the financial director to sign various legal documents related to cash management, and go through relevant procedures.
6. Information disclosure
The company will comply with the requirements of relevant laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, listing rules of Shanghai Stock Exchange on the science and innovation board, guidelines for the application of self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, Timely disclose the specific situation of the company’s cash management and will not change the purpose of the raised funds in a disguised form.
7. Cash management income distribution
The income obtained from the company’s cash management with the temporarily idle raised funds will be used to make up the insufficient investment amount of the raised funds investment projects and the working capital required by the company’s daily operation, and the funds will be managed and used in strict accordance with the requirements of the CSRC and Shanghai Stock Exchange on the regulatory measures for raised funds, After the cash management expires, it will be returned to the special account for raised funds.
（2） Investment risk analysis and risk control measures
1. Investment risk
This cash management method is financial products or deposit products with high security and good liquidity (including but not limited to structural deposits, large certificates of deposit, time deposits, call deposits, etc.), which are mainly affected by macroeconomic policies such as monetary policies. The company will timely and appropriately intervene according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations.
2. Safety and risk control measures
(1) The company will handle relevant cash management business in strict accordance with relevant laws and regulations such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the articles of association and the company’s management system for raised funds.
(2) The company will timely analyze and track the investment direction of bank cash management products and project progress. Once adverse factors are found or judged, corresponding preservation measures must be taken in time to control investment risks.
(3) Strictly select partners and select products with good liquidity and high security issued by banks and other financial institutions with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability.
(4) The financial department of the company shall establish account management, and establish a sound and complete accounting account for the use of funds
(5) The internal audit department of the company is responsible for reviewing the approval, actual operation, fund use and profit and loss of cash management, urging the financial department to carry out accounting treatment in time and verify the accounting treatment. (6) Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.
（3） Review procedures for cash management of temporarily idle raised funds
On December 30, 2021, the company held the 17th interim meeting of the second board of directors and the 15th interim meeting of the second board of supervisors, deliberated and adopted the proposal on cash management with temporarily idle raised funds. In order to further standardize the use and management of the company’s raised funds, it is agreed that the company, without affecting the normal progress of the investment plan of raised funds, Use the temporarily idle raised funds with a limit of no more than RMB 400 million for cash management (including but not limited to the purchase of financial products, structured deposits, large certificates of deposit, time deposits, call deposits, etc.). The investment products meet the requirements of high security and good liquidity, and the use period shall not exceed 12 months, Valid for 12 months from the expiration date of the last authorization period (April 13, 2022). Within the above limit and service life, the funds can be used in a circular and rolling manner. Ucap Cloud Information Technology Co.Ltd(688228) the independent directors and the board of supervisors expressed clear consent.
According to relevant laws and regulations, the use of temporarily idle raised funds for cash management does not need to be considered by the general meeting of shareholders.
（4） Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
Ucap Cloud Information Technology Co.Ltd(688228) the issue of cash management using temporarily idle raised funds has been deliberated and approved by the board of directors of the company, and the board of supervisors and independent directors have issued clear consent opinions. This matter has fulfilled the necessary deliberation procedures and is in line with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the use of raised funds of listed companies. The recommendation institution agrees that the company will use the temporarily idle raised funds for cash management this time.
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