Sinolink Securities Co.Ltd(600109)
About Beijing Jingyeda Technology Co.Ltd(003005)
Special verification opinions on cash management using some idle self owned funds and idle raised funds
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) " and "sponsor") as a sponsor of initial public offering and listing of Beijing Jingyeda Technology Co.Ltd(003005) (hereinafter referred to as " Beijing Jingyeda Technology Co.Ltd(003005) " and "company"), in accordance with the measures for the administration of securities issuance and listing sponsor business and the regulatory guidance for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies The guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions have carefully verified the cash management of Beijing Jingyeda Technology Co.Ltd(003005) using idle self owned funds and idle raised funds. The details are as follows:
1、 Basic information of funds raised by initial public offering
Approved by the reply on approving Beijing Jingyeda Technology Co.Ltd(003005) initial public offering of shares (zjxk [2020] No. 1535) of China Securities Regulatory Commission, the company issued 26500000 RMB common shares (A shares) for the first time at an issue price of 31.83 yuan / share, and the total amount of raised funds was 843495000.00 yuan, After deducting the issuance expenses, the net fund raised by the company is 767938484.55 yuan.
ShineWing Certified Public Accountants (special general partnership) has verified the capital availability of the company's initial public offering on September 16, 2020 and issued capital verification report no. xyzh / 2020cda10482. All the above raised funds have been deposited into the special account for raised funds of the company.
2、 Basic information of funds raised by initial public offering
The funds raised in this public offering will be used for the following raised investment projects after deducting the issuance expenses:
No. project name total investment to be invested in raised funds (10000 yuan) (10000 yuan)
1 cloud integrated intelligent Internet Teaching System R & D and industrialization project 9637.00 9637.00
2 new generation examination system R & D and industrialization project 9430.00 9430.00
3 rail transit integrated security system R & D and industrialization project 9770.00 9770.00
4 Beijing Jingyeda Technology Co.Ltd(003005) Huailai science park construction project 28359.00 28359.00
5. Marketing network and operation and maintenance service system construction project 4509.00 4509.00
6. Supplementary working capital 18000.00 15088.85
Total 79705.00 76793.85
As the construction of the project invested with raised funds needs a certain period, according to the construction progress of the project invested with raised funds, some of the raised funds are idle in the short term at this stage.
3、 Basic information of cash management by using some idle self owned funds and idle raised funds this time
(I) management purpose
In order to improve the use efficiency of funds, under the condition of ensuring that the construction of investment projects with raised funds and the normal operation of the company are not affected, the company makes rational use of idle self owned funds and idle raised funds for cash management, which can increase the capital income, better realize the value-added of the company's funds and protect the interests of the company's 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 idle raised funds of no more than RMB 500 million and idle self owned funds of no more than RMB 45 million for cash management. Within the above limit, the funds can be recycled, and the idle raised funds will be returned to the special account for raised funds in time after the expiration of cash management.
(III) investment period
The company's cash management matters shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.
(IV) investment varieties
1. Use idle raised funds for cash management
In order to control risks, the idle raised funds are used for cash management this time. It is planned to purchase short-term (no more than 12 months) low-risk investment products with high security and good liquidity, such as structured deposits, time deposits, agreed deposits, call deposits, large certificates of deposit, etc. the investment varieties of raised funds shall meet the capital preservation requirements.
2. Use idle own funds for cash management
In order to control risks, idle self owned funds are used for cash management this time. It is proposed to purchase financial products with high security, good liquidity and low risk, including but not limited to structured deposits, principal guaranteed financial products, real-time financial products and so on. (V) investment decision and Implementation
This matter can only be implemented after being submitted to the general meeting of shareholders of the company for deliberation and approval. After the approval of the general meeting of shareholders of the company, the chairman of the company or the person authorized by the chairman of the company shall be authorized to sign relevant contract documents within the above limit, including but not limited to selecting the qualified issuer of financial products, clarifying the financial amount, selecting the variety of financial products, signing contracts, etc. the financial department of the company shall be responsible for organizing the implementation.
(VI) information disclosure
The company will disclose the specific situation of the company's cash management in time in accordance with the provisions of relevant laws and regulations, such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies.
4、 Investment risk and risk control measures
(I) investment risk
Although the products invested by the company belong to low-risk investment varieties, the financial market is greatly affected by the macro-economy. There is a risk that the investment income does not meet the expectations due to market fluctuations and the principal is damaged due to the issuer. The company will use relevant risk control measures to intervene in a timely and appropriate manner according to the economic situation and changes in the financial market, The impact of market fluctuations cannot be ruled out.
(II) risk control measures
1. The Finance Department of the company will timely analyze and according to the investment direction and progress of financial products. Once risk factors that may affect the company's capital security are found, preservation measures will be taken in time to control investment risks.
2. The company's internal audit department is responsible for auditing and supervising the use and custody of cash management funds and reporting to the audit committee of the board of directors.
3. The independent directors and the board of supervisors of the company have the right to conduct regular or irregular inspection on the cash management, and can hire professional institutions to audit when necessary.
5、 Impact on the company's operation
The company's cash management of idle self owned funds and idle raised funds is carried out on the premise of ensuring the normal use of funds required for the company's raised investment projects and daily operation and the safety of capital principal, which will not affect the normal development of the company's raised funds project construction and daily business, and there is no change in the purpose of raised funds in a disguised manner, It can effectively improve the use efficiency of funds, obtain certain investment benefits, and obtain better investment returns for the company and shareholders.
6、 Relevant approval and special opinions
The 18th meeting of the second board of directors and the 16th meeting of the second board of supervisors considered and approved the proposal on using some idle self owned funds and idle raised funds for cash management, and agreed to use idle self owned funds and idle raised funds for cash management. The independent directors of the company have expressed explicit consent to the proposal, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 Verification opinions of the recommendation institution
After verification, Sinolink Securities Co.Ltd(600109) believes that: Beijing Jingyeda Technology Co.Ltd(003005) the proposal on the use of some idle self owned funds and idle raised funds for cash management has been deliberated and adopted at the 18th meeting of the second board of directors and the 16th meeting of the second board of supervisors, the independent directors of the company have also issued clear consent opinions, and the decision-making procedures for relevant matters are legal and compliant. The above matters can only be implemented after being deliberated and approved by the general meeting of shareholders of the company.
In conclusion, the recommendation institution agrees that the company will use some idle self owned funds and idle raised funds for cash management this time.
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(there is no text on this page, which is the signature and seal page of Sinolink Securities Co.Ltd(600109) special verification opinions on Beijing Jingyeda Technology Co.Ltd(003005) using some idle self owned funds and idle raised funds for cash management)
Sponsor representative (signature):
Zhao peibing, Yin baikuan
Sinolink Securities Co.Ltd(600109) mm / DD / yy
