Sinolink Securities Co.Ltd(600109)
About Fujian Rongji Software Co.Ltd(002474)
Verification opinions on using some idle raised funds for cash management
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “sponsor”) as a sponsor of Fujian Rongji Software Co.Ltd(002474) (hereinafter referred to as ” Fujian Rongji Software Co.Ltd(002474) ” or “company”) for initial public offering and continuous supervision of listing, In accordance with the requirements of relevant laws and regulations, such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, The matters that Fujian Rongji Software Co.Ltd(002474) plans to use some idle raised funds for cash management have been carefully and prudently verified, and the verification results are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Fujian Rongji Software Co.Ltd(002474) initial public offering of shares (zjxk [2010] No. 1099) of China Securities Regulatory Commission on August 11, 2010, The company publicly issued 26 million ordinary shares (A shares) with a par value of 1.00 yuan per share and an actual issue price of 37.00 yuan per share, with a total amount of 962 million yuan of funds that can be raised, through the combination of offline inquiry placement (hereinafter referred to as “offline issuance”) and online pricing issuance to public investors (hereinafter referred to as “online issuance”). Among them, the number of shares issued offline is 5.2 million, accounting for 20% of the total number of shares issued this time; The number of shares priced and issued online by capital subscription is 20.8 million shares, accounting for 80% of the total number of shares issued this time. As of September 6, 2010, the company has received 962 million yuan of capital contribution from public shareholders. After deducting 563368 million yuan of issuance expenses, the net amount of funds actually raised is 9056632 million yuan. The availability of the above funds has been verified by Tianjian Zhengxin certified public accountants Co., Ltd. and a capital verification report (Tianjian Zhengxin Yan (2010) zongzi No. 020115) has been issued.
The company has adopted the special account storage management for the raised funds in accordance with the regulations, and signed the supervision agreement on the special account of raised funds with the recommendation institution and the bank storing the raised funds to supervise the storage and use of the raised funds. 2、 Use of raised funds and idle reasons
(I) use of raised funds
The net amount of funds actually raised by the company was 9056632 million yuan, the total amount of funds raised in 2010 was 388565 million yuan, the total amount of funds raised in 2011 was 973467 million yuan, the total amount of funds raised in 2012 was 1593963 million yuan, the total amount of funds raised in 2013 was 797694 million yuan, the total amount of funds raised in 2014 was 969853 million yuan, and the total amount of funds raised in 2015 was 695879 million yuan, The total amount of raised funds used in 2016 was 148582 million yuan, the total amount of raised funds used in 2017 was 1630917 million yuan, the total amount of raised funds used in 2018 was 289177 million yuan, the total amount of raised funds used in 2019 was 971007 million yuan, the total amount of raised funds used in 2020 was 711465 million yuan, and the total amount of raised funds used in 2021 was 180578 million yuan. As of December 31, 2021, the cumulative investment of raised funds was 93511470 million yuan, The unused amount is 1164041 million yuan.
(II) reasons for idle raised funds
In order to reduce the investment risk of the raised funds and use the raised funds prudently, the company has slowed down the construction of the R & D environment of the raised funds, and the actually used raised funds are less than the original plan; On the other hand, in order to cope with the changes in market demand and the needs of technological development, and to meet the needs of customers, the company continues to increase R & D investment, promote product upgrading, and appropriately extend the construction progress of the project with raised funds. Therefore, according to the construction cycle of the project with raised funds, part of the raised funds will be temporarily idle.
As of December 31, 2021, the raised funds temporarily idle were 1164041 million yuan.
3、 Basic information of cash management using some idle raised funds
(I) investment purpose
In order to improve the use efficiency of the raised funds, the company plans to use part of the temporarily idle raised funds for cash management without affecting the normal progress of the investment plan of the raised funds and the safety of the raised funds, so as to better maintain and increase the value of the company’s cash and protect the interests of the company’s shareholders.
(II) investment varieties
The company plans to purchase capital guaranteed investment products or deposit products with good liquidity, high security and no more than 12 months (including but not limited to structured deposits, large certificates of deposit, time deposits, call deposits, agreed deposits, etc.); The distribution method of product income shall be determined according to the relevant agreements signed between the company and the product issuer; The investment product shall not be used for pledge.
(III) term of validity
It shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.
(IV) investment quota
The company plans to use the idle raised funds of no more than RMB 90 million for cash management. Within the above limit, the funds can be recycled and used in a rolling manner.
(V) implementation mode
Within the above period and limit, the board of directors authorizes the chairman of the company to exercise relevant decision-making power and sign relevant documents, and the financial person in charge is responsible for specific matters.
(VI) information disclosure
The company will timely fulfill the obligation of information disclosure 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 stock listing rules of Shenzhen Stock Exchange, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock exchange No. 1 – standardized operation of listed companies on the main board.
4、 Investment risk and risk control measures
(I) investment risk
1. Cash management products are mainly affected by changes in macro policies such as monetary policy, fiscal policy and relevant laws, regulations and policies, and there are certain systemic risks.
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.
(II) risk control measures
1. The company will strictly abide by the principle of prudent investment, select principal guaranteed investment varieties, and shall not be used for other securities investment. It will not buy financial products with stocks and their derivatives and unsecured bonds as investment targets.
2. The Finance Department of the company will analyze and track the net value change of products in real time. If it is found that there are risk factors that may affect the safety of the company’s funds, it will take corresponding measures in time to control the investment risk.
3. The internal audit department of the company shall conduct daily supervision on the use and custody of funds for cash management, and regularly audit and verify the use of all cash management products.
4. The board of supervisors and independent directors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
5. The company will handle the cash management business of raised funds in strict accordance 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, and the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
6. The company will disclose the relevant business information in the regular report in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Impact on the company’s operation
Under the condition of ensuring that the construction and normal operation of the investment projects with raised funds will not be affected, the company uses some idle raised funds for cash management based on the principle of prudence, which will not affect the construction of the investment projects with raised funds and the normal development of the main business of the company. At the same time, it can improve the use efficiency of raised funds, reduce financial costs, obtain certain investment income and obtain more investment returns for the company and shareholders.
6、 Approval procedures and relevant opinions
(I) opinions of the board of directors
On March 30, 2022, the 16th meeting of the 5th board of directors of the company deliberated and approved the proposal on using part of the idle raised funds for cash management, and agreed that the company would use part of the idle raised funds with a maximum amount of no more than RMB 90 million for cash management to purchase capital guaranteed investment products or deposit products with good liquidity, high security and a term of no more than 12 months. Within 12 months from the date of approval by the general meeting of shareholders. Within the above limit and time limit, the funds can be recycled and used on a rolling basis. Meanwhile, the chairman of the company is authorized to exercise relevant decision-making power and sign relevant documents, and the financial person in charge is responsible for specific matters.
(II) opinions of independent directors
Independent directors believe that the company’s rational use of some temporarily idle raised funds for cash management will help to improve the efficiency and income of the company’s fund use. There is no behavior of changing the purpose of the raised funds in a disguised form, which does not affect the construction of the raised funds and the normal operation of the company, which is in line with the interests of the company and shareholders, and there is no damage to the interests of minority shareholders. The relevant approval procedures 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 self discipline supervision of listed companies No. 1 of Shenzhen Stock Exchange – standardized operation of listed companies on the main board, and the company’s raised funds management system. It is agreed that the company will use the idle raised funds of no more than RMB 90 million for cash management, and submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) opinions of the board of supervisors
On March 30, 2022, the 11th meeting of the 5th board of supervisors of the company deliberated and approved the proposal on using part of the idle raised funds for cash management. The board of supervisors held that the decision-making and deliberation procedures of the company for using part of the temporarily idle raised funds for cash management were in line with relevant regulations, and using part of the temporarily idle raised funds for cash management was helpful to improve the efficiency and income of the company’s funds, There is no change or disguised change in the purpose of the raised funds, no impact on the construction of the raised funds and the normal operation of the company, which is in line with the interests of the company and shareholders, and there is no damage to the interests of minority shareholders. It is agreed that the company will use part of the temporarily idle raised funds with an amount of no more than 90 million yuan for cash management. Within the above limit, the funds can be recycled and used on a rolling basis. 7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
(I) Fujian Rongji Software Co.Ltd(002474) plans to use idle raised funds with a maximum amount of no more than RMB 90 million for cash management, which has been deliberated and approved by the board of directors and the board of supervisors, and all independent directors have expressed their independent opinions with explicit consent and performed the necessary legal procedures, Comply with the relevant provisions of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the guidelines on supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the articles of association and other relevant provisions, which is conducive to improving the efficiency of fund use, obtaining certain investment benefits and in line with the interests of the company and all shareholders, The cash management of some idle raised funds used by the company this time will not affect the construction of investment projects of raised funds and the use of raised funds, and there is no case of changing the purpose of raised funds in a disguised form, or damaging the interests of the company and all shareholders, especially minority shareholders.
(II) Fujian Rongji Software Co.Ltd(002474) the proposal on cash management of idle raised funds with a maximum amount of no more than RMB 90 million needs to be submitted to the general meeting of shareholders for deliberation and approval before implementation. The recommendation institution will continue to pay attention to the use of the company’s raised funds, urge the company to perform relevant decision-making procedures before actual use, ensure that the decision-making procedures for the use of this part of funds are legal and compliant, earnestly perform the responsibilities and obligations of the recommendation institution, protect the interests of all shareholders of the company, and timely express clear recommendation opinions on the actual use of the raised funds.
Based on the above opinions, the sponsor has no objection to Fujian Rongji Software Co.Ltd(002474) this use of some idle raised funds for cash management.
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(there is no text on this page, which is the signature and seal page of Sinolink Securities Co.Ltd(600109) opinions on Fujian Rongji Software Co.Ltd(002474) using some idle raised funds for cash management)
Signature of sponsor representative: March 30, 2022
Zhuang Haijun
March 30, 2022
Fu Zhifeng
Sponsor: Sinolink Securities Co.Ltd(600109) March 30, 2022
