Assurance report on the deposit and use of raised funds in Beijing Vrv Software Corporation Limited(300352) 2021
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Assurance report on the deposit and use of raised funds in Beijing Vrv Software Corporation Limited(300352) 2021
Special report on the deposit and use of raised funds in 2021 1 1-12
About Beijing Vrv Software Corporation Limited(300352)
Deposit and use of raised funds in 2021
Assurance Report
ZTE cghszz (2022) No. 211038 Beijing Vrv Software Corporation Limited(300352) all shareholders:
We have reviewed the attached special report on the deposit and use of raised funds in 2021 (hereinafter referred to as the “special report on raised funds”) of Beijing Vrv Software Corporation Limited(300352) (hereinafter referred to as ” Beijing Vrv Software Corporation Limited(300352) company”).
1、 Responsibilities of the board of directors
Beijing Vrv Software Corporation Limited(300352) the responsibility of the board of directors of the company is to prepare the special report on raised funds in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) (CSRC announcement [2022] No. 15), the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and relevant format guidelines, and ensure that its contents are true, accurate and accurate Complete and free from false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to express our opinions on the special report on raised funds prepared by the board of directors of Beijing Vrv Software Corporation Limited(300352) company on the basis of the implementation of assurance work.
We have carried out the assurance work in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information. The code requires us to abide by the code of professional ethics, plan and implement the assurance work, so as to obtain reasonable assurance about whether there is no material misstatement in the special report of raised funds. In the assurance work, we have implemented procedures that we consider necessary, including checking accounting records. We believe that our assurance work provides a reasonable basis for expressing opinions.
3、 Assurance opinion
We believe that the attached special report on raised funds is prepared in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) (CSRC announcement [2022] No. 15), the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and relevant format guidelines in all major aspects, It reflects the deposit and use of raised funds of Beijing Vrv Software Corporation Limited(300352) company in 2021.
4、 Restrictions on the users and purposes of the report
This report is only for the purpose of disclosure of the annual report of Beijing Vrv Software Corporation Limited(300352) company and shall not be used for any other purpose. We agree to take this report as a necessary document for the annual report of Beijing Vrv Software Corporation Limited(300352) company, submit it together with other documents and disclose it to the public.
Zhongxingcai Guanghua certified public accountants China Certified Public Accountant:
(special general partnership)
Beijing, China Certified Public Accountant:
April 13, 2022
Beijing Vrv Software Corporation Limited(300352)
Special report on the deposit and actual use of the company’s raised funds
(2021)
1、 Basic information of raised funds
(I) actual amount of raised funds and arrival time
Approved by the reply on the approval of Beijing Vrv Software Corporation Limited(300352) non-public Development Bank shares (zjxk [2016] No. 987) of China Securities Regulatory Commission, and with the consent of Shenzhen Stock Exchange, the company issued 66.5 million ordinary shares (A shares) in the form of non-public offering, with the issue price of RMB 18.98 per share and the total amount of non-public raised funds of RMB 126217 million, after deducting underwriting fees, recommendation fees, capital verification fees After the issuance fees such as lawyer fees are RMB 2529906000, the net amount of funds actually raised is RMB 123687094000.
The raised funds of the above-mentioned partnership were remitted to the special accounting firm on October 31, 2016 and verified by Zhongxi (No. 041), 2016.
(II) amount used in previous years, amount used in current year and current balance
1. Amount used in previous years
As of December 31, 2020, the accumulated investment of raised funds was 102912053855 yuan, the unused amount was 31265014970 yuan, and the balance of the special account for raised funds was 13765014970 yuan.
2. Amount used and current balance in 2021
In 2021, the company directly invested 6963142017 yuan in projects invested with raised funds. As of December 31, 2021, the company has invested 109875195872 yuan of raised funds, and the unused amount is 22538202065 yuan. The balance of the special account for raised funds is 682602065 yuan (including the interest and wealth management income generated by the bank deposit of raised funds and deducting the bank service charge).
2、 Management of raised funds
(I) management of raised funds
According to the company’s plan for non-public offering of a shares, the funds raised in this offering are mainly invested in the new generation Internet Security aggregation channel project and Beijing Vrv Software Corporation Limited(300352) (Nanjing) R & D and operation base project. In order to standardize the management and use of raised funds and protect the interests of investors, the company has formulated the raised funds management system in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and other relevant laws and regulations, and in combination with the actual situation of the company. According to the provisions of the above management system, the company implements a special account for the raised funds.
On November 10, 2016, the company, China Merchants Bank Co.Ltd(600036) Beijing Shuangyushu sub branch and Anxin Securities Co., Ltd. signed the tripartite supervision agreement on the receipt, storage, capital verification, transfer and new generation Internet Security aggregation channel project of raised funds.
Whereas the project implementation subject of Beijing Vrv Software Corporation Limited(300352) (Nanjing) R & D operation base is Jiangsu Shenzhou Xinyuan System Engineering Co., Ltd., a wholly-owned subsidiary of the company, the company held the 18th extraordinary meeting of the second board of directors and the 4th extraordinary general meeting of shareholders in 2016 on November 28 and December 20, 2016 respectively, at which the proposal on using part of the raised funds to increase capital and provide loans to wholly-owned subsidiaries was deliberated and adopted, Jiangsu Shenzhou Xinyuan System Engineering Co., Ltd. was increased with the raised capital of 10000000000 yuan, and Jiangsu Shenzhou Xinyuan System Engineering Co., Ltd. was provided with a loan of 50205929875 yuan for the implementation of ” Beijing Vrv Software Corporation Limited(300352) (Nanjing) R & D and operation base project”. The company and its wholly-owned subsidiaries, Jiangsu Shenzhou Xinyuan System Engineering Co., Ltd., China Merchants Bank Co.Ltd(600036) Nanjing Xincheng science and Technology Park sub branch The sponsor Anxin Securities Co., Ltd. signed the four party supervision agreement on raised funds.
On April 23, 2018, the company held the sixth meeting of the third board of directors and the sixth meeting of the third board of supervisors respectively, deliberated and approved the proposal on using part of the idle raised funds of non-public development banks to temporarily supplement working capital, and agreed that the company should use part of the idle raised funds of RMB 80 million to temporarily supplement working capital, with a service life of no more than 12 months from the date of deliberation and approval by the board of directors.
On December 3, 2018, the company held the 10th interim meeting of the third board of directors and the 7th interim meeting of the third board of supervisors respectively to consider and adopt the proposal on changing the purpose of some raised funds and permanently replenishing working capital, It is agreed that the company will change 100 million yuan of the surplus raised funds of the investment project “new generation Internet Security aggregation channel” of non-public offering funds to the construction of “terminal security management platform for localized computers”, and permanently supplement the remaining raised funds of 1909329 million yuan (including profits and other income and the idle raised funds of the previous temporary replenishment of working capital). The company held the second extraordinary general meeting of shareholders in 2018 on December 19, 2018 to consider and approve the above proposal. Due to the certain time interval between the board of directors and the general meeting of shareholders, the amount of permanent supplementary working capital carried forward during implementation was 191685200 yuan.
On October 14, 2019, the company held the 17th interim meeting of the third board of directors and the 11th interim meeting of the third board of supervisors respectively, deliberated and adopted the proposal on the extension of some investment projects with raised funds and the proposal on changing the purpose of some raised funds, It is agreed to adjust the time when the non-public offering raised funds investment project ” Beijing Vrv Software Corporation Limited(300352) (Nanjing) R & D operation base” reaches the scheduled usable state from December 31, 2019 to December 31, 2020, and change the raised funds of 234 million yuan not put into use in the project to the construction of “security management platform based on trusted terminal”. The company held the third extraordinary general meeting of shareholders in 2019 on October 30, 2019 to consider and approve the above proposal. The company signed the tripartite supervision agreement on the collection, storage, capital verification, transfer and “trusted terminal based security management platform” project with Bank Of Nanjing Co.Ltd(601009) Jiangbei new area branch and Anxin Securities Co., Ltd.
On December 4, 2019, the company held the 18th interim meeting of the third board of directors and the 12th interim meeting of the third board of supervisors respectively, deliberated and adopted the proposal on closing some investment projects with raised funds and permanently replenishing the surplus raised funds with working capital. In view of the fact that the “terminal security management platform for localized computers” in the company’s investment projects with raised funds has reached the predetermined usable state, In order to meet the needs of the company’s business development and improve the use efficiency of the raised funds, combined with the actual operation of the company, it is agreed to close the investment projects of the above raised funds, and permanently supplement the working capital of RMB 1.616 million (including interest income, and the actual amount is subject to the balance of the special account on the day when the funds are transferred out) for the daily production and operation of the company, and cancel the corresponding raised fund account at the same time.
On October 28, 2020, the company held the fourth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on the company and its wholly-owned subsidiaries using part of the temporarily idle raised funds for cash management and the proposal on the extension of some investment projects with raised funds, It is agreed that the company and its wholly-owned subsidiary Beijing Vrv Software Corporation Limited(300352) system integration Co., Ltd. will purchase cash management products with high security, good liquidity and guaranteed principal, such as structured deposits, financial products, income certificates, etc., in a timely manner, using idle raised funds with an amount of no more than 300 million yuan (including 300 million yuan) without affecting the construction of investment projects and capital safety of raised funds, The term of use is valid within 12 months from the date of deliberation and approval by the board of directors. Within the above-mentioned limit and period, the funds can be recycled and rolled. At the same time, the board of directors authorizes the chairman of the company to exercise the investment decision-making power and sign relevant documents within the above-mentioned period of validity and limit, which shall be implemented by the finance department; It is agreed to adjust the time when the investment project ” Beijing Vrv Software Corporation Limited(300352) (Nanjing) R & D operation base project” of non-public offering funds reaches the scheduled usable state from December 31, 2020 to September 30, 2023; It is agreed to adjust the time for the “trusted terminal based security management platform project” to reach the predetermined usable state from December 31, 2020 to December 31, 2021. The company held the third extraordinary general meeting of shareholders in 2020 on November 16, 2020, and deliberated and passed the proposal on the extension of some investment projects with raised funds. At the 7th Meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors held on October 28, 2021, the company deliberated and adopted the proposal on closing some investment projects with raised funds and permanently replenishing the surplus raised funds with working capital and the proposal on the company and its wholly-owned subsidiaries using some temporarily idle raised funds for cash management. The company’s fund-raising investment project “security management platform based on trusted terminal” has been implemented and reached the predetermined usable state, and it is agreed to close the above projects. Meanwhile, in order to improve the use efficiency of the surplus raised funds, it is agreed to permanently supplement the working capital of the company with the surplus raised funds of 891000 yuan (including interest income, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out) after the completion of the above-mentioned raised investment projects, and cancel the corresponding special account for raised funds. It is agreed that the company and its wholly-owned subsidiary Beijing Vrv Software Corporation Limited(300352) system integration Co., Ltd. will timely purchase safe and liquid cash management products, such as structured deposits, financial products, income certificates, etc., with idle raised funds with an amount of no more than 220 million yuan (including 220 million yuan), without affecting the construction of investment projects and capital safety of raised funds, The term of use is valid within 12 months from the date of deliberation and approval by the board of directors. Within the above-mentioned limit and period, the funds can be recycled and used in a rolling manner. At the same time, the board of directors authorizes the chairman of the company to exercise the investment decision-making power and sign relevant documents within the above-mentioned period of validity and limit.
(II) deposit of raised funds in special account
As of December 31, 2021, the balance of the company’s raised funds deposited in the special account is as follows:
Unit: RMB
Account name opening bank account balance (yuan) remarks Beijing Beijing Vrv Software Corporation Limited(300352) software Bank Of Nanjing Co.Ltd(601009) shares
Co., Ltd. Jiangbei new area 01602300 Grandjoy Holdings Group Co.Ltd(000031) 64
