Anxin Securities Co., Ltd
Verification opinions on Road Environment Technology Co.Ltd(688156) using temporarily idle raised funds and self owned funds for cash management
Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” or “sponsor”) as a continuous supervision sponsor of Road Environment Technology Co.Ltd(688156) (hereinafter referred to as ” Road Environment Technology Co.Ltd(688156) ” or “company”) for initial public offering and listing on the science and innovation board, in accordance with the relevant provisions of the measures for the administration of securities issuance and listing sponsorship business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020), etc, Carefully check the cash management matters of Road Environment Technology Co.Ltd(688156) this time using temporarily idle raised funds and self owned funds. The specific verification conditions and verification opinions are as follows:
1、 Basic information of raised funds
Approved by the reply on Approving the registration of Road Environment Technology Co.Ltd(688156) initial public offering (zjxk [2020] No. 1915) of China Securities Regulatory Commission and approved by Shanghai Stock Exchange, the company issued 22960000 ordinary shares in RMB for the first time, with the issuing price of 15.91 yuan per share and the total raised funds of 365293600 yuan, According to relevant regulations, after deducting the issuance expenses of 411188 million yuan, the net amount of funds actually raised was 3241748 million yuan. Among them, the recommendation and underwriting expenses are 292235 million yuan (excluding tax), and other expenses directly related to the issuance of equity securities are 118953 million yuan.
After deducting all the unpaid recommendation and underwriting expenses of RMB 272235 million (the company pays the recommendation and underwriting expenses of RMB 2 million in advance with self raised funds), the total amount of raised funds is RMB 338070100. The above amount was remitted to the raised funds supervision account of the company by the lead underwriter Anxin securities Co., Ltd. on September 16, 2020. The above raised funds have been verified in the capital verification report (dxyz [2020] No. 200055) of Daxin Certified Public Accountants (special general partnership).
In order to standardize the management and use of the company’s raised funds and protect the rights and interests of investors, the company has established relevant special accounts for raised funds. All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company has signed a tripartite supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Use of raised funds
The company held the 16th meeting of the third board of directors and the first extraordinary general meeting of shareholders in 2021 on August 19, 2021 and September 9, 2021 respectively, deliberated and approved the proposal on changing the purpose of part of the raised funds and increasing capital to the holding subsidiary to implement new raised investment projects, and agreed to change the purpose of part of the raised funds of the company’s ” Road Environment Technology Co.Ltd(688156) technology R & D center upgrading and construction project”, The change amount is 32 million yuan, which is used to increase the capital of the holding subsidiary Luther biological environmental protection technology (Gulin) Co., Ltd. (hereinafter referred to as “Gulin Luther”) and implement the new raised investment project “Gulin Luther high peptide protein feed technical transformation and capacity expansion project”. Of which, 20 million yuan is included in the registered capital and 12 million yuan is included in the capital reserve. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on August 20, 2021 Announcement on changing the purpose of some raised funds and increasing capital to holding subsidiaries to implement new raised investment projects (Announcement No.: 2021029).
After the completion of the change, the investment projects of the funds raised by the company’s initial public offering are as follows:
Unit: 10000 yuan
Before and after change
Sequence project name: after the original planned investment of the implementing entity is changed, the total investment of the proposed number is the total investment of the raised funds, and the total investment of the raised funds is the total investment of the raised funds
Road Environment Technology Co.Ltd(688156) technology research Road Environment Technology Co.Ltd(688156) Technology
1 Development Center upgrading Construction Co., Ltd. 184000015 Ping An Bank Co.Ltd(000001) 84 Shenzhen Properties & Resources Development (Group) Ltd(000011) 80000 project
Gulin Luther high peptide egg Luther biological environmental protection
2 white feed technical transformation and expansion technology (Gulin) — 331546320000 Energy Project Co., Ltd
3 Road Environment Technology Co.Ltd(688156) informatization Road Environment Technology Co.Ltd(688156) science and technology 2 China Vanke Co.Ltd(000002) China Vanke Co.Ltd(000002) 00000 Construction Project Co., Ltd
4 supplementary working capital Road Environment Technology Co.Ltd(688156) technology 18 Ping An Bank Co.Ltd(000001) 8 Ping An Bank Co.Ltd(000001) 8 Ping An Bank Co.Ltd(000001) 800000 Co., Ltd
Total 384 China Tianying Inc(000035) Shenzhen Guohua Network Security Technology Co.Ltd(000004) 1715463500000
The company held the 18th meeting of the third board of directors and the 18th meeting of the third board of supervisors on October 29, 2021, deliberated and adopted the proposal on using raised funds to supplement working capital, and agreed to transfer the total fund balance of the special account corresponding to the “supplementary working capital” of the raised investment project of IPO from the special account of raised funds to the general settlement account of the company, It is used to supplement the company’s working capital to meet the actual needs of the company’s subsequent business development. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on October 30, 2021 Announcement on using raised funds to supplement working capital disclosed on (Announcement No.: 2021048).
As of March 31, 2022, the company and Gulin ludley used idle raised funds for cash management, received cash management income of 6.314 million yuan, accumulated interest income of 2.0793 million yuan in the special account for raised funds, and handling fee expenditure of 4800 yuan. The balance of the special account for raised funds of the company and Gulin Luther on March 31, 2022 was 1615448 million yuan, including 220843 million yuan deposited in the special account for raised funds and 1394605 million yuan of undue cash management.
As of March 31, 2022, the use and balance of funds raised by the company and Gulin Luther are as follows:
Project amount (yuan)
The total amount of raised funds received is 33807011200
Less: 419622640 yuan of self raised funds invested in advance replaced by raised funds
Less: accumulative investment amount of raised funds at the end of the reporting period: 18070495390
Add: accumulated interest income at the end of the reporting period 207932531
Less: 479492 yuan of accumulated service charge at the end of the reporting period
Add: cumulative cash management income at the end of the reporting period 630137316
Balance of raised funds 16154483525
Less: amount of financial products held without maturity at the end of the reporting period: 13946051729
As of March 31, 2022, the balance of the special account for raised funds was 2208431796
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、 Relevant information about the previous use of temporarily idle raised funds for cash management
On September 3, 2021, the company held the 17th meeting of the third board of directors and the 17th meeting of the third board of supervisors, deliberated and adopted the proposal on the company’s use of idle raised funds for cash management, and agreed that the company could reasonably use the temporarily idle raised funds of no more than 280 million yuan for cash management on the premise of ensuring that the implementation of investment projects with raised funds and the safety of raised funds would not be affected, It is used to purchase investment products with high security, good liquidity and guaranteed principal (including but not limited to structured deposits, agreement certificates of deposit, call deposits, time deposits, large certificates of deposit, etc.), and the validity period is 12 months from the date of deliberation and approval by the board of directors. Within the above limit and term, the funds can be used circularly and rolling. The board of directors of the company authorizes the general manager to exercise investment decision-making power and sign relevant documents within the validity period of the above quota and resolution. The specific matters shall be organized and implemented by the financial department of the company.
4、 Basic information of cash management using temporarily idle raised funds and self owned funds this time
(I) investment purpose
In order to further standardize the use and management of the company’s raised funds, on the premise of not affecting the normal progress of the investment plan of the raised funds, it is proposed to make rational use of some temporarily idle raised funds and self owned funds for cash management, improve the use efficiency of the raised funds, increase the income of the company’s cash assets and maximize the interests of shareholders.
At the same time, in order to improve the use efficiency of the company’s funds, on the premise of not affecting the company’s daily business development and ensuring the safety of funds, make rational use of some temporarily idle own funds for cash management, increase capital income and obtain more return on investment for the company and shareholders.
(II) types of investment products
1. Idle raised funds
On the premise of ensuring that the implementation of investment projects with raised funds will not be affected and the safety of raised funds will be ensured, the company and Gulin Luther will strictly control risks in accordance with relevant regulations and use temporarily idle raised funds for cash management to purchase investment products with high safety, good liquidity and guaranteed principal (including but not limited to structural deposits, agreement certificates of deposit, notice deposits, time deposits, large certificates of deposit, etc.). The above investment products shall not be pledged.
2. Idle self owned funds
The company uses idle self owned funds to purchase financial products with good liquidity and high security, including but not limited to bank financial products, brokerage financial products and other financial products.
(III) investment amount and term
It is proposed to use temporarily idle raised funds up to RMB 160 million and idle self owned funds up to RMB 100 million for cash management, with a service life of no more than 12 months. Within the above quota and period, the funds can be used on a rolling basis.
(IV) implementation mode
The board of directors of the company authorizes the general manager to exercise investment decision-making power and sign relevant documents within the investment amount and period. The specific matters shall be implemented by the Finance Department of the company.
(V) validity of the resolution
Valid within 12 months from the date of deliberation and approval by the board of directors of the company.
(VI) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with the requirements of relevant laws, regulations and normative documents, such as the company law, the securities law, the Listing Rules of Shanghai Stock Exchange, 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 application of self regulatory rules for listed companies on Shanghai Stock Exchange, No. 1 – standardized operation.
(VII) distribution of cash management income
The proceeds from the company’s use of idle raised funds for cash management will be used to make up the insufficient investment amount of the raised funds investment projects and the working capital required by the company’s daily operation, and the funds will be managed and used in strict accordance with the requirements of the China Securities Regulatory Commission and Shanghai Stock Exchange on the regulatory measures for raised funds. After the cash management expires, it will be returned to the special account for raised funds. In addition, the company uses idle self owned funds for cash management, and the income will be used to supplement the company’s working capital.
5、 Investment risk and risk control measures
(I) investment risk
The company uses idle raised funds for cash management, which will be used to purchase investment products with high security, good liquidity and guaranteed principal (including but not limited to structural deposits, certificates of deposit under agreement, call deposits, time deposits, certificates of deposit in large amount, etc.). Although the company and Gulin Luther plan to invest in products with high safety, good liquidity and guaranteed principal, the investment income may be affected by market fluctuations caused by changes in macroeconomic policies such as monetary policy, fiscal policy and relevant laws, regulations and policies.
The company uses idle self owned funds for cash management and will choose cash management products with good liquidity and high security. However, the financial market is greatly affected by the macro-economy. The company will intervene appropriately according to the economic situation and changes in the financial market, but it does not rule out the impact of market fluctuations on this investment.
(II) risk control measures
1. The company and Gulin Luther will conduct cash management according to the economic situation and changes in the financial market
