Everbright Securities Company Limited(601788)
About Rockontrol Technology Group Co.Ltd(688051)
Verification opinions on cash management with temporarily idle raised funds
Everbright Securities Company Limited(601788) (hereinafter referred to as " Everbright Securities Company Limited(601788) " or "sponsor") as a sponsor of Rockontrol Technology Group Co.Ltd(688051) (hereinafter referred to as " Rockontrol Technology Group Co.Ltd(688051) " or "company") for initial public offering of shares, listing on the science and innovation board and continuous supervision, in accordance with the measures for the administration of securities issuance and listing sponsor business and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies In accordance with the requirements of relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange on the science and innovation board and the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, Rockontrol Technology Group Co.Ltd(688051) plans to use the temporarily idle raised funds for cash management, and issues the following verification opinions.
1、 Basic information of raised funds
With the approval of the reply on Approving the registration of Rockontrol Technology Group Co.Ltd(688051) initial public offering of shares (zjxk [2020] No. 266) issued by the China Securities Regulatory Commission, the company publicly issued 19.334 million RMB common shares (A shares) to the public, with a par value of 1.00 yuan per share and an issue price of 50.81 yuan per share. The total amount of funds raised in this public offering is 98236054000 yuan. After deducting the total issuance expenses of 1179918 million yuan (excluding value-added tax), the net amount of funds raised is 864368800 yuan. The above raised funds have been verified by Tianjian Certified Public Accountants (special general partnership) and issued the capital verification report "Tianjian Yan [2020] No. 3-9" on March 16, 2020. The company has adopted a special account storage system for the raised funds and established relevant special accounts for the raised funds. After the raised funds are received, they have been deposited in the special account for the raised funds, and a tripartite supervision agreement on the raised funds has been signed with the sponsor and the bank storing the raised funds. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 19, 2020 Announcement on the listing of the initial public offering of shares on the science and innovation board.
2、 Use of raised funds
According to the company's prospectus for initial public offering and listing on the science and innovation board, the total amount of funds raised in this offering will be invested in the construction of the following projects after deducting the issuance expenses:
Project name total investment (10000 yuan) proposed use of raised funds (10000 yuan)
1. Atmospheric environment AI big data system construction project 445817940000
2. Big data ai r & D system construction project
Environmental intelligent sensor upgrade R & D project 2029201500
Cloud chain database sharing and exchange platform upgrade R & D project 20251500
Urban artificial intelligence software R & D and industrialization project 101757000
Total 588109950000
On April 8, 2020, the company held the 8th meeting of the 2nd board of directors and the 2nd meeting of the 2nd board of supervisors, deliberated and approved the proposal on changing the implementation subject of some raised investment projects and using the raised funds to increase capital to wholly-owned subsidiaries to implement raised investment projects. All the raised funds have been deposited in the special account of raised funds of each implementation subject, and the newly changed implementation subject has cooperated with Rockontrol Technology Group Co.Ltd(688051) , sponsors The bank depositing the raised funds has signed the quadripartite supervision agreement for the raised funds. For details, please refer to the announcement of Rockontrol Technology Group Co.Ltd(688051) on signing the quadripartite supervision agreement for the special account of raised funds (Announcement No.: 2020018) disclosed by the company on May 15, 2020.
On September 25, 2020, the company held the 15th meeting of the second board of directors and the 8th meeting of the second board of supervisors, deliberated and adopted the proposal on using over raised funds to invest in the construction of urban new infrastructure big data operation service platform and Internet of things cloud data center construction project (phase I). The project of urban new infrastructure big data operation service platform plans to use over raised funds of 140 million yuan; The Internet of things cloud data center construction project (phase I) plans to use an over raised fund of 1150688 million yuan. All the raised funds have been deposited in the special account of the raised funds of each implementation subject, and the implementation subject of the raised investment project has signed a tripartite supervision agreement on the raised funds with Rockontrol Technology Group Co.Ltd(688051) , the sponsor and the bank storing the raised funds, For details, please refer to the announcement of Rockontrol Technology Group Co.Ltd(688051) on investment and construction of urban new infrastructure big data operation service platform project and Internet of things cloud data center construction project (phase I) with over raised funds (Announcement No.: 2020044) disclosed by the company on September 26, 2020.
On April 29, 2022, the company held the 30th meeting of the second board of directors and the 19th meeting of the second board of supervisors, deliberated and approved the proposal on changing some over raised capital investment projects and using some idle over raised capital to temporarily supplement working capital, and agreed that the company would no longer use the over raised capital to invest in the construction project of Internet of things cloud data center (phase I), It is proposed to temporarily use the unused over raised funds to supplement working capital. The amount of over raised funds temporarily used to supplement working capital shall not exceed 100 million yuan, and the service life shall not exceed 12 months from the date of deliberation and approval by the general meeting of shareholders. The company will return them to the special account for raised funds at any time according to the progress and demand of the raised investment project. The change of some over raised capital investment projects and the use of some idle over raised funds to temporarily supplement working capital need to be submitted to the general meeting of shareholders for deliberation and approval before implementation.
As the construction of investment projects with raised funds needs a certain period, according to the use plan of the company's raised funds, some of the company's raised funds are temporarily idle.
3、 Basic information of cash management using temporarily idle raised funds this time
(I) investment purpose
On the premise of ensuring the normal implementation of the investment projects with raised funds and ensuring the safety of the raised funds, improve the use efficiency of the raised funds, increase the income of the company's cash assets and maximize the interests of shareholders.
(II) types of investment products
The company will strictly control risks in accordance with relevant regulations. It plans to use temporarily idle raised funds to purchase financial products or deposit products with high security, good liquidity and principal guarantee for a period of no more than 12 months (including but not limited to agreement deposits, structured deposits, time deposits, large certificates of deposit, notice deposits, etc.), and these cash management products shall not be used for pledge or investment for securities investment.
(III) investment amount and term
The company plans to use the temporarily idle raised funds with a total amount of no more than RMB 250 million (including this amount) for cash management. Within the above amount and period, the funds can be recycled and rolled. The cash management of temporarily idle raised funds will be returned to the special account for raised funds upon expiration.
(IV) validity of the resolution
The term of use is valid within 12 months from the date of deliberation and approval by the board of directors of the company.
(V) implementation mode
Within the limit, the board of directors authorizes the company's management to exercise the decision-making power and sign relevant legal documents. The specific matters shall be organized, implemented and followed up by the company's chief financial officer.
(VI) information disclosure
The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shanghai Stock Exchange and will not change the purpose of the raised funds in a disguised form.
(VII) distribution of cash management income
The income from the company's cash management belongs to the company, which is used for the working capital required by the company's daily operation, and the funds are managed and used in strict accordance with the requirements of the CSRC 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.
4、 Impact on the company
On the premise of complying with national laws and regulations and ensuring that it does not affect the normal operation of the company, the normal progress of the investment plan of the company's raised funds and the safety of the raised funds, the company's use of temporarily idle raised funds for cash management will not affect the company's daily operation and the normal development of the investment projects of the raised funds. At the same time, it can improve the company's fund use efficiency, obtain a certain investment income and seek more investment returns for the company's shareholders.
5、 Investment risk and risk control measures
(I) investment risk
Although the company intends to invest in products with high safety, good liquidity and guaranteed principal, it does not rule out that the investment income is affected by market fluctuations and there are certain systemic risks.
(II) safety and risk control measures
This cash management method includes financial products or deposit products with high investment security, good liquidity and guaranteed principal (including but not limited to agreed deposits, structured deposits, time deposits, large certificates of deposit, call deposits, etc.), which are mainly affected by changes in macroeconomic policies such as monetary policy, fiscal policy and relevant laws, regulations and policies. The company will conduct cash management according to the economic situation and changes in the financial market; Strictly select partners and select products with good liquidity and high security issued by banks and other financial institutions with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability; The board of directors of the company authorizes the management of the company to exercise this decision-making power and sign relevant legal documents. The financial department of the company shall establish accounts to manage the purchased products, establish and improve accounting accounts, and do a good job in accounting the use of funds; Independent directors and the board of supervisors have the right to supervise and inspect the use of funds. The internal audit department of the company regularly evaluates the possible risks and benefits of various investments according to the principle of prudence.
6、 Decision making procedures for performance
(I) deliberations of the board of directors
On April 29, 2022, the company held the 30th meeting of the second board of directors, deliberated and approved the proposal on using temporarily idle raised funds for cash management, and agreed that the company would use the temporarily idle raised funds with an amount of 250 million yuan to carry out cash management without affecting the progress of the investment projects of the raised funds, the normal production and operation of the company and ensuring the safety of funds, It is used to purchase financial products or deposit products with high security, good liquidity and guaranteed principal (including but not limited to structural deposits, time deposits, call deposits, certificates of deposit, agreed deposits, etc.) with a term of no more than 12 months. Within the above limit, the funds can be used in a circular and rolling manner, and the service life is valid within 12 months from the date of deliberation and approval by the board of directors of the company.
(II) opinions of independent directors of the company
The company uses temporarily idle raised funds with a limit of no more than RMB 250 million (including this amount) for cash management, and within the above limit, the decision-making procedure for rolling use of funds complies with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies Relevant laws and regulations such as the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, as well as the provisions of the articles of association, the company's management system for raised funds and other regulations. Moreover, the use of temporarily idle raised funds for cash management does not conflict with the construction content of the raised funds investment project, affect the normal implementation of the raised funds investment project, change the purpose of the raised funds in a disguised manner, affect the normal development of the company's main business, or damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
To sum up, the company agrees to use the temporarily idle raised funds for cash management.
(III) deliberation of the board of supervisors
On April 29, 2022, the company held the 19th meeting of the second session of the board of supervisors, which deliberated and approved the proposal on using idle raised funds for cash management. The board of supervisors expressed the following opinions: it is agreed that the company's use of temporary idle raised funds with an amount not exceeding RMB 250 million (including this amount) will not affect the progress of the investment project with raised funds Cash management is carried out without affecting the normal production and operation of the company and ensuring the safety of funds. It is used to purchase financial products or deposit products with high security, good liquidity and guaranteed principal with a term of no more than 12 months (including but not limited to agreed deposits, time deposits, large certificates of deposit, notice deposits, etc.). Within the above limit, funds can be used on a rolling basis.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company has formulated the internal control system related to fund management, storage and use of raised funds in accordance with relevant laws and regulations, implemented special account storage management for raised funds, and signed the tripartite supervision agreement for raised funds and the quadripartite supervision agreement for raised funds. The company's use of temporarily idle raised funds for cash management was reviewed and approved by the board of directors and the board of supervisors of the company, the independent directors issued clear consent opinions, performed necessary legal procedures, and complied with the provisions of relevant laws, regulations and exchange rules. The use of the temporarily idle raised funds for cash management will not affect the normal progress of the investment plan of the raised funds of the listed company, will not affect the investment of the raised funds into the project construction, and can improve the efficiency of the use of funds, which is in line with the interests of the listed company and all shareholders.
To sum up, the sponsor agrees that the listed company will temporarily idle the raised funds for cash management under the condition of ensuring that the construction of the raised funds and the use of the raised funds will not be affected. Within the above limit, the funds can be used in a circular and rolling manner, and the service life is effective within 12 months from the date of deliberation and approval by the board of directors of the company. (no text below)
(there is no text on this page, which is the signature page of Everbright Securities Company Limited(601788) opinions on Rockontrol Technology Group Co.Ltd(688051) using temporarily idle raised funds for cash management)
Sponsor representative:
Wang Peng, Liu Haitao
