Hualong Securities Co., Ltd
About Beijing Supermap Software Co.Ltd(300036)
Verification opinions on cash management using temporarily idle raised funds and self owned funds
Hualong Securities Co., Ltd. (hereinafter referred to as “Hualong securities” or “recommendation institution”) as the recommendation institution (lead underwriter) of Beijing Supermap Software Co.Ltd(300036) (hereinafter referred to as “company” or ” Beijing Supermap Software Co.Ltd(300036) “) to issue shares to specific objects, in accordance with the measures for the administration of securities issuance and listing recommendation business and the rules for the listing of shares on the gem of Shenzhen Stock Exchange According to the requirements of relevant regulations and normative documents such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the cash management of Beijing Supermap Software Co.Ltd(300036) using temporarily idle raised funds and its own funds has been verified, and the opinions are as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Beijing Supermap Software Co.Ltd(300036) to issue shares to specific objects (zjxk [2020] No. 2330) issued by China Securities Regulatory Commission, the company is approved to issue 34442619 ordinary shares (A shares) to specific objects, with a par value of RMB 1.00 per share, an issue price of RMB 21.00 per share and a total raised capital of RMB 72329499900, After deducting the issuance expenses excluding tax of RMB 836466978, the net amount of funds actually raised was RMB 71493032922. The above-mentioned raised funds were in place on July 20, 2021. Zhonghui Certified Public Accountants (special general partnership) verified the arrival of the raised funds in the company’s account and issued the capital verification report (Zhonghui Keyan [2021] No. 6238).
According to the relevant contents of the prospectus for the issuance of A-Shares to specific objects on the gem in Beijing Supermap Software Co.Ltd(300036) 2020 (Registration draft), the investment projects and investment plans of the raised funds are as follows:
Unit: RMB 10000
The investment amount of the project is the net amount of the raised funds to be used
1 SuperMap GIS 11 foundation software 242018723799582379958 upgrading R & D and industrialization project
2 natural resources informatization product R & D 215078517640341764034 and industrialization project
3. Smart city operating system research and development and 1182127988958905311 industrialization project
4. Supplementary working capital 21 China Vanke Co.Ltd(000002) 1 China Vanke Co.Ltd(000002) 100000
Total 785309972329507149303
2、 Basic information of cash management using temporarily idle raised funds and self owned funds this time
(I) investment purpose
On the premise of ensuring the safety of the fund-raising projects and funds, improve the utilization rate of the company’s idle fund-raising, save financial expenses, increase the company’s income and obtain more returns for the company and shareholders.
(II) investment quota
According to the company’s current use of funds, the construction progress of raised investment projects and considering maintaining sufficient liquidity, the company plans to use temporarily idle raised funds with a limit of no more than RMB 100 million for cash management, and the company and its holding subsidiaries plan to use temporarily idle self owned funds with a limit of no more than RMB 1.4 billion for cash management. (III) investment varieties
The company uses the temporarily idle raised funds for cash management. It will strictly control risks in accordance with relevant regulations, strictly evaluate and screen investment products, and invest in 12-month bank principal guaranteed products (including but not limited to agreed deposits, structured deposits, investment products with Principal Guaranteed agreements, etc.). The invested products must meet the following conditions: 1) high security, meet the capital preservation requirements, and the product issuer can provide capital preservation commitments; 2) Good liquidity, which shall not affect the normal operation of the investment plan of the raised funds; 3) Investment products shall not be pledged.
The company and its holding subsidiaries use temporarily idle self owned funds to invest in investment products within 12 months, including but not limited to structural deposits, financial products with high security, good liquidity, principal guaranteed or low-risk floating income, and securities dealers’ income certificates, quotation repurchase, fixed income products, treasury bond reverse repurchase products and other low-risk products, However, it does not include the investment varieties involved in high-risk investment in the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange.
(IV) investment period
Within 12 months from the date of deliberation and approval by the board of directors of the company, within the above-mentioned period and limit, the funds can be recycled and used in a rolling manner. The investment period of a single financial product shall not exceed 12 months.
(V) source of funds
Temporarily idle raised funds and self owned funds.
(VI) implementation mode
After the deliberation and approval of the board of directors of the company, the chairman of the board of directors is authorized to sign relevant contract documents within the above investment limit, and the financial person in charge of the company will organize the implementation.
(VII) information disclosure
The company will complete the disclosure of cash management in accordance with the relevant requirements of 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 companies listed on the gem of Shenzhen Stock Exchange and other relevant requirements.
(VIII) description of association relationship
The company’s cash management shall not be associated with the issuer of investment products.
3、 Investment risk and control measures
(I) investment risk
1. Although the investment products have been strictly evaluated, the financial market is greatly affected by the macro-economy, so it is not ruled out that the investment is affected by market fluctuations;
2. 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;
3. Operation and monitoring risks of relevant staff.
(II) measures to be taken by the company for the above investment risks
1. Strictly select investment objects and select products issued by units with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability.
2. The company will analyze and track the net value change of products in real time. If the assessment finds that there are risk factors that may affect the company’s capital safety, the company will take corresponding measures in time to control the investment risk.
3. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
4. The internal audit department of the company is responsible for conducting a comprehensive inspection of the products, reasonably predicting the possible risks and benefits of various investments according to the principle of prudence, and regularly reporting to the audit committee of the board of directors.
4、 Impact on the company
The company adheres to the principles of standardized operation, risk prevention and prudent investment. On the premise of not affecting the normal operation of the company and ensuring the normal implementation of the investment projects with raised funds, by investing in appropriate low-risk financial products, the company can improve the use efficiency of raised funds and its own funds, obtain certain investment benefits and seek more investment returns for the shareholders of the company.
5、 Relevant review and approval procedures
(I) deliberation by the board of directors
The 10th meeting of the 5th board of directors of the company deliberated and adopted the proposal on cash management using temporarily idle raised funds and self owned funds. It is agreed that the company will use the amount of no more than RMB 1.5 billion to temporarily idle the raised funds and its own funds for cash management (including no more than RMB 100 million for the company and no more than RMB 1.4 billion for the company and its holding subsidiaries) for the purchase of financial products with high safety and good liquidity. The service life is 12 months from the date of deliberation and approval by the board of directors of the company. Within the above-mentioned period and amount, Funds can be recycled and used on a rolling basis.
(II) deliberation by the board of supervisors
The 7th Meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on cash management using temporarily idle raised funds and self owned funds.
The board of supervisors of the company believes that the company’s use of part of the temporarily idle raised funds and its own funds for cash management will not affect the normal progress of the company’s investment project plan with raised funds, the daily capital turnover needs of the company and the normal development of the company’s main business. Appropriate investment in low-risk bank financial products is conducive to improving the efficiency of the company’s capital use and increasing the company’s capital income, which is in line with the relevant provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the standardized operation of companies listed on the venture board of Shenzhen Stock Exchange and the articles of association, and in line with the principle of maximizing the interests of shareholders.
Therefore, it is agreed that the company will use the temporarily idle raised funds with the amount not exceeding RMB 100 million for cash management, and the company and its holding subsidiaries will use the temporarily idle own funds with the amount not exceeding RMB 1.4 billion for cash management.
(III) independent opinions of independent directors
Under the condition of ensuring the daily capital turnover needs of the company and the normal development of the company’s main business, and ensuring the normal development of the company’s investment projects with raised funds, the use of temporarily idle part of the raised funds and self owned funds, through appropriate cash management, is conducive to improving the use efficiency of the company’s funds and increasing the company’s capital income on the premise of risk control, without affecting the investment plan and construction progress of the raised funds, Nor does it change the purpose of the raised funds in a disguised form or damage the interests of the company and all shareholders, especially minority shareholders; Further improve the overall performance level of the company and seek more return on investment for the shareholders of the company. Comply with the relevant provisions of 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 companies listed on the gem of Shenzhen Stock Exchange and the articles of association. Therefore, we agree that the company will use the temporarily idle raised funds with the amount not exceeding RMB 100 million for cash management, and the company and its holding subsidiaries will use the temporarily idle own funds with the amount not exceeding RMB 1.4 billion for cash management.
6、 Verification opinions of the recommendation institution
According to the verification, the recommendation institution believes that:
The company’s use of some temporarily idle raised funds and its own funds for cash management has been deliberated and approved by the board of directors and the board of supervisors. All independent directors have expressed their independent opinions with explicit consent and fulfilled the corresponding legal procedures; The company’s use of some idle raised funds for cash management this time complies with the relevant provisions of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, does not affect the normal operation of the investment plan of raised funds, and there is no situation of changing the use purpose of raised funds in a disguised manner and damaging the interests of shareholders.
The sponsor has no objection to the company’s use of no more than 100 million yuan of temporarily idle raised funds and the company and its holding subsidiaries’ use of no more than 1.4 billion yuan of self owned funds for cash management.
(there is no text on this page, which is the signature page of the verification opinions of Hualong Securities Co., Ltd. on Beijing Supermap Software Co.Ltd(300036) using temporarily idle raised funds and self owned funds for cash management)
Sponsor representative:
Quan Hongtao, Lu Yanlin
Hualong Securities Co., Ltd
