Sino German Securities Co., Ltd
Verification opinions on the closing of Beijing Zznode Technologies Co.Ltd(003007) raised capital project and permanently replenishing the surplus raised capital into working capital
Sino German Securities Co., Ltd. (hereinafter referred to as "Sino German securities" and "sponsor") is the sponsor of initial public offering and listing of Beijing Zznode Technologies Co.Ltd(003007) (hereinafter referred to as " Beijing Zznode Technologies Co.Ltd(003007) " and "company"), In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, and the stock listing rules of Shenzhen Stock Exchange, The closing of Beijing Zznode Technologies Co.Ltd(003007) raised capital investment project and the permanent supplement of the surplus raised capital to the working capital are verified. The details are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Beijing Zznode Technologies Co.Ltd(003007) initial public offering of shares (zjxk [2020] No. 2103) of China Securities Regulatory Commission and with the consent of Shenzhen Stock Exchange, the company publicly issued 20 million ordinary shares in RMB, with an issue price of 23.40 yuan per share and a total raised capital of 46800000000 yuan, After deducting the issuance expenses of RMB 5983464892 (excluding value-added tax), the net amount of funds actually raised is RMB 40816535108. The above funds have been verified by Lixin Certified Public Accountants (special general partnership) and issued the capital verification report (xksbz [2020] No. zb11660).
The company has adopted a special account to store the raised funds, and signed the tripartite supervision agreement on raised funds with the sponsor and the deposit bank of raised funds respectively.
2、 Use of raised funds
(I) investment plan of raised funds
According to the company's prospectus for initial public offering of shares, the raised funds are used for the following items after deducting the issuance expenses:
Total investment and raised funds
No. project name (10000 yuan) investment amount filing during construction period
(10000 yuan)
Total investment and raised funds
No. project name (10000 yuan) investment amount filing during construction period
(10000 yuan)
1. Next generation basic network integrated support system 855900855900 2. Beijing Chaoyang FA Gai (BEI) [2019] No. 34
2. The end-to-end support of the new generation of household customer business 845000845000 Beijing Chaoyang FA Gai (BEI) support guarantee system [2019] No. 32
3. End to end support of new generation group customer business 877100877100 Beijing Chaoyang FA Gai (BEI) support guarantee system [2019] No. 33
4. Enterprise platform operation and management support system 533 Shenzhen Bingchuan Network Co.Ltd(300533) 300 Beijing Chaoyang FA Gai (BEI) [2019] No. 35
5 R & D center 498700498700 2-year Beijing Chaoyang FA Gai (BEI) [2019] No. 36
6 supplementary working capital 471654 --
Total 4081654-
(II) cash management of idle raised funds
The company held the 10th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors on October 13, 2020, and the first extraordinary general meeting of shareholders in 2020 on October 30, 2020, which deliberated and adopted the proposal on cash management with idle raised funds, It is agreed that the company will use idle raised funds of no more than RMB 300 million for cash management and timely purchase Principal Guaranteed bank financial products with high safety and good liquidity without affecting the normal progress of the investment plan of raised funds and the safety of raised funds. As of October 30, 2021, the financial products purchased by the company have expired, and the principal and income have been recovered. On September 9, 2021, the company held the 18th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors, deliberated and adopted the proposal on cash management with idle raised funds, and agreed that the company would not affect the normal progress of the investment plan of raised funds and the safety of raised funds, Use idle raised funds of no more than 150 million yuan for cash management, and timely purchase Principal Guaranteed bank financial products with high safety and good liquidity. The matter is within the approval authority of the board of directors. As of February 28, 2022, the financial products purchased by the company have expired, and the principal and income have been recovered.
(III) advance investment and replacement of investment projects with raised funds
On December 22, 2020, the company held the 13th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors, deliberated and approved the proposal on replacing self raised funds invested in raised projects in advance with raised funds, and agreed that the company would replace 748874 million yuan of self raised funds invested in raised projects in advance.
(IV) adjust the investment amount and implementation content of the project invested by the raised funds
The company held the 14th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors on April 13, 2021, and the 2020 annual general meeting of shareholders on May 7, 2021. The proposal on adjusting the investment amount and implementation content of investment projects with raised funds was deliberated and adopted respectively, It is agreed to make the following adjustments to the five raised investment projects except for the supplementary working capital projects: reduce the amount of site decoration, equipment purchase and reserve funds; Change the software purchase content and adjust the software investment cost accordingly; Increase the initial construction cost. The adjustment of the investment amount and implementation content of some raised funds investment projects has improved the use efficiency of raised funds, has not substantially affected the implementation of the company's raised funds investment projects, has not changed the investment direction of raised funds in a disguised manner and damaged the interests of shareholders, and the overall risk is controllable.
(V) investment of raised funds in projects
As of March 4, 2022, the construction of all the investment projects invested by the raised funds of the company has been completed and reached the expected construction objectives. The actual use and savings of the raised funds are as follows:
Investment of raised funds, actual financing of raised funds and interest, remaining serial number of raised funds, project name, capital investment income, deduction of hand amount (10000 yuan) (10000 yuan) ① (10000 yuan) ② renewal (10000 yuan) ④ = ① - ② + ③
1 next generation basic network integrated support system 855900855887 77.39 77.52
2 new generation home customer service end 845000805611 136.96 530.85 end-to-end support and guarantee system
3 new generation group customer business end 877100737816 172.79156563 end-to-end support system
4 enterprise platform operation and management support system 533 Kunlun Tech Co.Ltd(300418) 278 98.35124857
5 R & D center 498700498690 96.18 96.28
6 supplementary working capital 471654471654 172.83 172.83
Total 40816543787936 754.50369169
Note: the difference in the mantissa above is the result of rounding.
3、 Fund savings of the project invested by the raised funds
As of March 4, 2022, the balance of each special account for raised funds is:
No. purpose of special account of deposit bank account amount (10000 yuan)
1 China Merchants Bank Co.Ltd(600036) Beijing for next generation infrastructure network 11090632311060877.52 Rongke sub branch integrated support system project
China Merchants Bank Co.Ltd(600036) Beijing is used for the new generation of family customers
2 Tsinghua Park sub branch business end-to-end support and guarantee 110906323110304530.85 system project
Bank Of China Limited(601988) Beijing for the new generation of group customers
3. Business end-to-end support and guarantee 333770704496156563 system project of Yingu building sub branch
4 Bank Of China Limited(601988) Beijing for enterprise platform operation 331170705474124857 Yingu building sub branch management support system project
5 China Merchants Bank Co.Ltd(600036) Beijing R & D center project 11090632311010596.28 Tsinghua Park sub branch
6 China Merchants Bank Co.Ltd(600036) Beijing Rongke sub branch for replenishing working capital 110906323110807172.83
Total 369169
4、 Main reasons for savings in raised funds
1. During the implementation of the project invested by the raised funds, the company abides by the relevant provisions on the use of the raised funds. Starting from the actual situation of the project and without affecting the smooth implementation and completion of the project invested by the raised funds, the company uses the raised funds prudently and reasonably reduces the project implementation cost based on the principles of rationality, economy and effectiveness. 2. On the premise of not affecting the development of investment projects with raised funds, the company has made reasonable arrangements for the funds deposited in the special account for raising funds. Through the purchase of bank financial products and other compliant fund management methods, the company has obtained 7.545 million yuan of financial management and interest income (deducting bank handling fees) during the deposit period of raised funds.
3. The construction achievements of the R & D center project have been fully and effectively applied in the two projects of the new generation group customer business end-to-end support system and enterprise platform operation and management support system, reducing human investment and saving the capital use of the above two raised capital investment projects.
5、 Use arrangement of surplus raised funds and its impact on the company
All the investment projects raised by the company's initial public offering of shares have reached the expected construction objectives. The company plans to close all the investment projects of the raised funds and use the surplus raised funds to permanently supplement the working capital, which will help to improve the use efficiency of the raised funds, reduce financial expenses, improve the operating efficiency of the company, maximize the interests of the company and shareholders, and there is no change or disguised change in the investment direction of the raised funds.
The specific amount of supplementary working capital shall be subject to the actual amount on the day when the special account for raised funds is finally transferred to the self owned fund account. After the implementation of the above permanent replenishment of working capital, the company will cancel the relevant special funds raised
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the company is going public for the first time
