Minsheng Securities Co., Ltd
About Primeton Information Technologies Inc(688118)
Verification opinions on permanent replenishment of working capital with some over raised funds
Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities" or "sponsor") as a sponsor of Primeton Information Technologies Inc(688118) (hereinafter referred to as " Primeton Information Technologies Inc(688118) " and "company") for initial public offering of shares and listing on the science and innovation board, in accordance with the measures for the administration of securities issuance and listing sponsor business and the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange The regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) have carefully verified the Primeton Information Technologies Inc(688118) use of some over raised funds to permanently supplement working capital. The verification results are as follows: 1 Basic information of raised funds
According to the reply on Approving the registration of Primeton Information Technologies Inc(688118) initial public offering (zjxk [2019] No. 2016) issued by China Securities Regulatory Commission on October 28, 2019, the company was approved to publicly issue 2385 ordinary shares in RMB, with an issue price of 26.90 yuan per share and a total raised capital of 641565 million yuan, After deducting the issuance expenses of RMB 570145 million (excluding value-added tax), the net amount of raised funds is RMB 5845505 million, of which the amount of over raised funds is RMB 2502632 million.
All the above raised funds have been in place. Zhonghua Certified Public Accountants (special general partnership) has verified the above matters and issued the capital verification report (Zhong Hui Zi (2019) No. 7340). The company has managed the above-mentioned raised funds in a special account in accordance with relevant regulations, and signed the tripartite supervision agreement on raised funds with the sponsor Minsheng securities and the commercial bank that stores the raised funds in a special account. For details, see the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 3, 2019 Announcement on the listing of Primeton Information Technologies Inc(688118) initial public offering of shares on the science and innovation board.
2、 Use of raised funds
According to the prospectus of Primeton Information Technologies Inc(688118) initial public offering and listing on the science and Innovation Board disclosed by the company, the investment projects and use plans of the funds raised by the company's initial public offering are as follows:
No. total investment of the project amount of funds to be raised
(10000 yuan) (10000 yuan)
1 cloud application platform R & D and upgrading project 14902121490212
2. Big data Zhongtai R & D upgrading project 12113261211326
3 R & D technology center upgrade project 641336
Total 3342874
As of December 31, 2021, the company's investment projects and use of raised funds are detailed in the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 21, 2022 Special report of Primeton Information Technologies Inc(688118) on the deposit and actual use of raised funds in 2021 (Announcement No.: 2022018). 3、 The plan of using part of the over raised funds to permanently supplement the working capital
On the premise of ensuring the capital demand for the construction of the investment projects with raised funds and the normal progress of the projects with raised funds, in order to meet the company's working capital demand, improve the use efficiency of raised funds, reduce financial costs, further improve the company's profitability and safeguard the interests of listed companies and shareholders, according to the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies According to the requirements of laws, regulations and normative documents such as the guidelines for self-regulation of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the company plans to use the over raised capital of 75 million yuan to permanently supplement the working capital for the production and operation activities related to the company's main business.
The total amount of over raised funds of the company is 2502632 million yuan. The amount to be used for permanent replenishment of working capital this time is 75 million yuan, accounting for 29.97% of the total amount of over raised funds. The company's accumulated use of over raised funds to permanently supplement working capital within the last 12 months does not exceed 30% of the total amount of over raised funds, and does not violate the relevant provisions of the CSRC and Shanghai Stock Exchange on the use of raised funds of listed companies.
4、 Relevant instructions and commitments
The permanent replenishment of working capital with over raised funds will be used for the production and operation related to the company's main business. There is no situation that changes the use purpose of the raised funds and affects the normal progress of the investment projects of the raised funds. The permanent replenishment of working capital with some over raised funds can meet the company's working capital demand, improve the use efficiency of the raised funds, reduce the company's financial cost and further improve the company's profitability, Safeguard the interests of listed companies and shareholders and comply with the relevant provisions of laws and regulations.
The company promises that the accumulated use of over raised funds for permanent replenishment of working capital or repayment of bank loans within 12 months will not exceed 30% of the total amount of over raised funds; The permanent replenishment of working capital with some over raised funds will not affect the capital demand for the construction of raised investment projects. No high-risk investment and financial assistance will be provided for objects other than holding subsidiaries within 12 months after the replenishment of working capital. 5、 Review procedures for implementation
On April 20, 2022, the company held the 7th Meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors, deliberated and adopted the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed to use the over raised funds of RMB 75 million to permanently supplement the working capital. The independent directors of the company have expressed their independent opinions with explicit consent. The proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and provide online voting for shareholders. 6、 Description of special opinions
(I) opinions of independent directors
Part of the over raised funds used by the company this time is 75 million yuan, which will permanently supplement the working capital and be used for the production and operation related to the main business, which can meet the working capital needs of the company, improve the use efficiency of the raised funds, reduce financial expenses and further improve the profitability of the company.
The use of the over raised funds does not change the use purpose of the raised funds, affect the normal progress of the investment projects of the raised funds, or damage the interests of the company and all shareholders. The matter has fulfilled the necessary legal procedures and complies with the provisions of laws, regulations and normative documents such as 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 the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation. To sum up, all independent directors agree that the company will use part of the over raised funds to permanently supplement the working capital, and agree to submit the proposal to the general meeting of shareholders for deliberation.
(II) opinions of the board of supervisors
The company's permanent replenishment of working capital with part of the over raised funds is carried out on the premise of ensuring sufficient funds for the raised investment projects, which meets the needs of the company's actual operation and development, will not affect the normal implementation of the raised investment projects, and there is no change in the investment direction and purpose of the raised funds and damage to the interests of shareholders. The relevant approval procedures comply with the provisions of laws, regulations and normative documents such as 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 on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation. To sum up, the board of supervisors of the company agreed to permanently supplement working capital with some over raised funds. 7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that Primeton Information Technologies Inc(688118) using part of the over raised funds to permanently supplement the working capital will help improve the efficiency of the use of the raised funds and will not affect the normal progress of the investment projects of the raised funds. There is no change in the investment direction of the raised funds and damage to the interests of shareholders. It has been deliberated and approved by the board of directors and the board of supervisors of the listed company, and the independent directors have expressed their consent and performed the necessary procedures, It still needs to be submitted to the general meeting of shareholders of the company for deliberation, which complies with the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies The requirements of the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation and the measures for the continuous supervision of companies listed on the science and Innovation Board (for Trial Implementation). To sum up, the recommendation institution has no objection to Primeton Information Technologies Inc(688118) this use of part of the over raised funds to permanently supplement the working capital.
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