Guotai Junan Securities Co.Ltd(601211)
About Dbappsecurity Co.Ltd(688023)
Some raised investment projects are closed, and the surplus raised funds are used for other raised investment projects
At the same time, some special accounts for raised funds will be transferred to general accounts
Verification opinions
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) " or "sponsor") is a sponsor of Dbappsecurity Co.Ltd(688023) (hereinafter referred to as " Dbappsecurity Co.Ltd(688023) " or "company") for initial public offering, listing on the science and innovation board and continuous supervision, In accordance with the requirements of relevant laws and regulations, 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 Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and the guidelines for the self discipline supervision of science and Innovation Board listed companies of Shanghai Stock Exchange No. 1 - standardized operation, Prudently checked the closing of the raised investment project of Dbappsecurity Co.Ltd(688023) initial public offering of shares, the use of the surplus raised funds for other raised investment projects, and the transfer of some special accounts of raised funds to general accounts. The review conditions and opinions are as follows:
1、 Basic information of funds raised by initial public offering
With the approval of China Securities Regulatory Commission on Approving the registration of Dbappsecurity Co.Ltd(688023) initial public offering (zjxk [2019] No. 1919), the company publicly issued 18519.00 RMB ordinary shares (A shares) at an issue price of 56.50 yuan per share in October 2019, The total amount of funds raised is RMB 1046296300. After deducting the total expenses related to the issuance expenses of RMB 94.7244 million (excluding tax), the actual net amount of funds raised by the company is RMB 95.1572 million. The above raised funds have been in place on October 31, 2019. The availability has been verified by Lixin Certified Public Accountants (special general partnership) and a capital verification report (Xin Kuai Shi Bao Zi [2019] No. zf10769) has been issued.
In order to standardize the management of raised funds and protect the rights and interests of investors, in accordance with relevant laws and regulations, guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the articles of association, the company has formulated the raised funds management system to store the raised funds in a special account, Tripartite supervision agreement on special account storage of raised funds of the company.
2、 Investment projects with raised funds
According to the prospectus of Dbappsecurity Co.Ltd(688023) initial public offering and listing on the science and Innovation Board disclosed by the company and the announcement on adjusting the internal investment structure of some raised investment projects and the extension of some raised investment projects (Announcement No.: 2021-058), the investment projects raised by the company's initial public offering are as follows:
Unit: 10000 yuan
No. name of raised investment project total investment fund of the project to be invested in the raised construction cycle
1 cloud security service platform upgrade project 15383.11 3 years
2 big data situation awareness platform upgrade project 11268.70 2 years
3. Smart IOT security technology R & D project 9652.65 years
4 industrial control security and industrial Internet security product upgrading project 3983.37 2 years
5. Smart city safety brain and safety operation center upgrade project 11947.14 3 years
6 marketing network and service system expansion project 8778.24 3 years
7 supplementary working capital 15000.00-
Total 76013.21
According to the proposal on the company's investment and construction of new projects with over raised funds deliberated and adopted at the first extraordinary general meeting in 2020, the company's investment projects with over raised funds are as follows:
Unit: 10000 yuan
No. name of raised investment project total investment fund of the project to be invested in the raised construction cycle
1. Construction project of safety operation capability center 19942.24 19514.35 3
Total 19942.24 19514.35
3、 The use and savings of the raised funds of the raised investment projects settled this time
As of January 16, 2022, the company's "big data situational awareness platform upgrade project" has invested 107.0572 million yuan of raised funds, and the company's "industrial control security and industrial Internet security product upgrade project" has invested 37.5557 million yuan of raised funds. The two raised investment projects have been implemented as planned, reached the expected usable state and met the closing conditions. The specific usage is as follows:
Unit: 10000 yuan
Project name raised funds to be invested cumulative invested raised funds not yet used total expected savings of raised funds
Big data situational awareness 11268.70 10705.72 562.98 1026.09 platform upgrade project industrial control security and industrial
Internet security product 3983.37 3755.57 227.80 418.81 upgrade project
Total 15252.07 14461.29 790.78 1444.90
Note: the above balance of RMB 1444.90 includes the interest income of raised funds as of January 16, 2022.
4、 The main reasons for the savings of raised funds of the closed project
1. "Big data situational awareness platform upgrade project" and "industrial control security and industrial Internet security product upgrade project" have met the predetermined requirements of the project, meet the predetermined operation conditions, and can be concluded.
2. In the process of project implementation, the company uses the raised funds prudently in strict accordance with the relevant provisions on the use of raised funds, on the basis of ensuring the construction quality of the project, combined with the actual situation of the project, and based on the principles of rationality, economy and effectiveness. In all links of project construction, the company has reasonably reduced the project construction cost and saved part of the expenditure of raised funds by strengthening the cost control, supervision and management.
3. On the premise of ensuring that the construction of raised investment projects and the safety of raised funds are not affected, in order to improve the use efficiency of raised funds, the company uses some idle raised funds for cash management and obtains certain investment income. At the same time, interest income is generated during the period when the raised funds are deposited in the bank.
5、 Use plan of surplus raised funds
The company plans to raise a total of 14.449 million yuan (including interest income, and the final amount is subject to the amount of raised funds that have not been used when the funds are transferred out of Japan's secondary closed fund-raising investment projects) All are transferred to the construction of the "cloud security service platform upgrade project" of the fund-raising investment project under construction to meet the capital needs of the project.
The details of "cloud security service platform upgrade project" are as follows:
Project Name: cloud security service platform upgrade project
Project implementation subject: Dbappsecurity Co.Ltd(688023)
Project construction content: the total investment of the project is 153.8311 million yuan, including 3.114 million yuan for engineering construction, 112.2192 million yuan for R & D, 300000 yuan for market promotion, 2.3126 million yuan for basic reserve funds and 35.8853 million yuan for initial working capital.
After the surplus raised funds are transferred to the "cloud security service platform upgrade project" under construction, the total investment amount of the project will increase from 153.8311 million yuan to 168.2801 million yuan.
6、 Transfer of some special accounts of raised funds to general accounts
After the transfer of surplus raised funds, due to the high financial income of the special account for raised funds corresponding to the "big data situation awareness platform upgrade project", the company plans to transfer the special account for raised funds of the "big data situation awareness platform upgrade project" to a general account for continued use. In addition, the company will cancel the special fund-raising account of "industrial control security and industrial Internet security product upgrading project". After the above account is converted to a general account or cancelled, the relevant tripartite supervision agreement on the storage of special account for raised funds signed by the company with the recommendation institution Guotai Junan Securities Co.Ltd(601211) and the commercial bank with special account for the storage of raised funds will be terminated accordingly.
The special account for raised funds cancelled this time is as follows:
Unit: 10000 yuan
Project name bank name account number initial deposit amount as of January 16, 2022 balance method
Industrial control safety and industry Bank Of Hangzhou Co.Ltd(600926) 3301040160014
Internet security products technology sub branch 510534 3983.37 418.81 current upgrade project
The transfer of special account for raised funds to general account is as follows:
Unit: 10000 yuan
Project name bank name account number initial deposit amount as of January 16, 2022 balance method
Big data situation China China Minsheng Banking Corp.Ltd(600016)
Perception platform rise Co., Ltd. 626312065 11268.70 1026.09 current project Hangzhou Branch
7、 Review procedures for implementation
The 13th meeting of the second board of directors and the 11th meeting of the second board of supervisors deliberated and adopted the proposal on closing some raised investment projects, using the surplus raised funds for other raised investment projects, and converting some special accounts of raised funds into general accounts, It is agreed to use the surplus raised funds of the closed fund-raising investment projects "big data situation awareness platform upgrade project" and "industrial control security and industrial Internet security product upgrade project" for "cloud security service platform upgrade project", and transfer some corresponding special accounts of raised funds to general accounts. The independent directors of the company have expressed their independent opinions on the above matters.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Dbappsecurity Co.Ltd(688023) closing the raised investment projects in the initial public offering and using the surplus raised funds for other raised investment projects "cloud security service platform upgrading project" is a prudent decision made by Dbappsecurity Co.Ltd(688023) according to the actual situation of project implementation, and there is no situation of changing the investment direction of raised funds in disguise and damaging the interests of shareholders; The closing of some raised investment projects and the use of the surplus raised funds for other raised investment projects "cloud security service platform upgrade project" and the transfer of some corresponding special accounts of raised funds to general accounts have been deliberated and approved by the Dbappsecurity Co.Ltd(688023) board of directors and the board of supervisors. The independent directors have expressed their clearly agreed independent opinions, performed the necessary decision-making procedures, and complied with relevant laws, regulations Requirements of normative documents.
Guotai Junan Securities Co.Ltd(601211) securities has no objection to Dbappsecurity Co.Ltd(688023) closing part of the raised investment projects of the initial public offering, using the surplus raised funds for other raised investment projects, and transferring part of the special account of raised funds to a general account.
(there is no text on this page, which is the signature page of Guotai Junan Securities Co.Ltd(601211) verification opinions on Dbappsecurity Co.Ltd(688023) part of the raised funds investment project closing and using the surplus raised funds for other raised funds investment projects, and transferring part of the special account of raised funds to general account)
Sponsor representative:
Yang Jiajia
