Guotai Junan Securities Co.Ltd(601211)
About Beijing Compass Technology Development Co.Ltd(300803)
Verification opinions on the deposit and use of raised funds in 2021
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” or “recommendation institution”) as a recommendation institution for the continuous supervision of Beijing Compass Technology Development Co.Ltd(300803) (hereinafter referred to as ” Beijing Compass Technology Development Co.Ltd(300803) ” or “company” and “listed company”), according to the measures for the administration of securities issuance and listing recommendation business and the rules for the listing of stocks on the gem of Shenzhen Stock Exchange According to the requirements of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (2022), the deposit and use of raised funds in Beijing Compass Technology Development Co.Ltd(300803) 2021 were verified. The specific circumstances are as follows:
1、 Basic information of raised funds
1. Actual amount of raised funds and time of fund arrival
Approved by the reply on approving Beijing Compass Technology Development Co.Ltd(300803) initial public offering of shares (zjxk [2019] No. 1993) of China Securities Regulatory Commission, Beijing Compass Technology Development Co.Ltd(300803) issued 56.9 million RMB ordinary shares (A shares) to the public for the first time, with an issue price of 6.25 yuan per share and a total raised capital of 355625000 yuan, After deducting the issuance related expenses of RMB 56.2462 million, the net amount of funds actually raised was RMB 299.3788 million.
The above raised funds have been verified by Grant Thornton Certified Public Accountants (special general partnership) and issued the capital verification report (ztyz (2019) No. 110zc0198). The company has adopted a special account storage system for the raised funds and has deposited the raised funds in the special account approved by the board of directors.
2. Amount used in previous years
As of December 31, 2020, the company has used the raised funds of 133.5714 million yuan.
3. Amount used in the current year and balance at the end of the reporting period
The use and balance of the company’s raised funds in 2021 are as follows:
Unit: RMB 10000
Project amount
Net proceeds 29937.88
Replace the self raised funds that have been invested in the investment project with raised funds in advance 12302.06
Amount used in the reporting period: 9483.21
Accumulated use amount 22840.35
The balance of raised funds is 7097.53
2、 Deposit and management of raised funds
1. Formulation and implementation of raised funds management system
In order to regulate the management and use of the raised funds and effectively protect the rights and interests of investors, the company shall, in accordance with the company law, the securities law and the guidelines for the supervision of listed companies No. 2 – supervision of the management and use of the raised funds of listed companies
Requirements, Shenzhen Stock Exchange GEM Listing Rules and other relevant laws, regulations and normative documents
The management and use system of raised funds (hereinafter referred to as the system) is formulated in combination with the actual situation of the company
The “management system”). The management system was adopted at the third meeting of the 11th board of directors on April 25, 2016
It was deliberated and adopted. According to the management system, the company adopts a special account storage system for the raised funds to facilitate
In the management and use of the raised funds and the supervision of their use, so as to ensure that the special funds are used for special purposes.
2. Storage of raised funds in each bank account
The company has opened special accounts in China Minsheng Banking Corp.Ltd(600016) Beijing Xiangshan sub branch and China Merchants Bank Co.Ltd(600036) Beijing Wangjing sub branch for the use of the raised funds to deposit and use the raised funds
Carry out special account management.
The company held the 2020 annual general meeting of shareholders on June 22, 2021, and deliberated and adopted the
More, the proposal of raising funds to invest in projects, which is to terminate the original raised investment project “South China R & D center and customers”
“Household service center construction project”, and invested all the raised funds of 81.2671 million yuan involved in the project into the original raised funds
Investment project “PC financial terminal series product upgrading and optimization project”. The company deliberated and approved the change at the general meeting of shareholders
After the event, the corresponding funds of the terminated raised investment project “South China R & D center and customer service center construction project” will be transferred
The raised funds of 81.2671 million yuan were transferred to the special fund for the “upgrading and optimization project of PC financial terminal series products”
Account.
As of December 31, 2021, the deposit of raised funds is as follows:
Unit: RMB 10000
Account name deposit bank account No. special account balance raised fund investment project
Beijing guide China China Minsheng Banking Corp.Ltd(600016) Co., Ltd
Needle Technology Development Co., Ltd. Beijing Xiangshan 631468041 5428.45 PC financial terminal series product upgrading optimization sub branch project
Exhibition shares have
Construction project of mobile terminal financial products of China Merchants Bank Co.Ltd(600036) Co., Ltd. 110902049710501 2461.20
Company Beijing Wangjing sub branch big data marketing and Research Center Project
Total 7889.65
Note: as of December 31, 2021, the balance of funds raised by the company is RMB 70.9753 million, which is consistent with the above table
The difference of the accrued amount is 7.9212 million yuan of special account interest income (net of bank handling charges).
3. Signing and performance of tripartite supervision agreement for raised funds
On November 25, 2019, the company cooperated with China Minsheng Banking Corp.Ltd(600016) Beijing Branch and Zhaoqing branch respectively
Beijing Wangjing sub branch of China Commercial Bank Co., Ltd. and the sponsor Guotai Junan Securities Co.Ltd(601211) signed the tripartite supervision agreement on the special account for raised funds (hereinafter referred to as the “tripartite supervision agreement”), which is not significantly different from the model tripartite supervision agreement of Shenzhen Stock Exchange. The company uses the raised funds in strict accordance with the provisions of the tripartite supervision agreement.
3、 Actual use of raised funds this year
1. Actual use of raised funds
During the reporting period, the company actually used the raised funds of RMB 94.8321 million, as of December 2021
On the 31st, the accumulated use of raised funds was 228403500 yuan. See Schedule 1 comparison table of use of raised funds for details.
2. Advance investment and replacement of investment projects with raised funds
In 2021, the company did not replace the investment projects invested by raised funds in advance.
On May 6, 2020, the company held the 9th meeting of the 12th board of directors, deliberated and approved the proposal on using raised funds to replace self raised funds and paid issuance expenses of raised investment projects in advance, and the company
The self raised funds of 123.0206 million yuan invested in the raised investment project in advance will be replaced with the raised funds, which will be released in May 2020
The replacement was completed on August 8. For details, please refer to the company’s announcement on cninfo.com on May 7, 2020（ http://www.cn.info.com.cn. ）Announcement on using raised funds to replace self raised funds and paid issuance expenses of pre invested raised projects (Announcement No.: 2020-023).
3. Other use of raised funds
On June 22, 2021, the company held the 2020 annual general meeting of shareholders, which deliberated and approved the relevant proposal on using some idle raised funds for cash management. The content of the proposal is to use the idle raised funds with a maximum amount of no more than RMB 200 million for cash management within one year from the date of deliberation and approval of the general meeting of shareholders.
During the reporting period, the company did not conduct cash management on idle raised funds.
4、 Change the use of funds of raised investment projects
During the reporting period, the company made changes to the investment projects with raised funds. The specific content is to terminate the original raised investment project “South China R & D center and customer service center construction project”, and invest all the raised funds involved in the project of 81.2671 million yuan into the original raised investment project “PC financial terminal series product upgrading and optimization project”. For details, please refer to attached table 2 change of investment projects with raised funds.
The main reason for the change of the raised investment project is that the implementation of the original raised investment project has been unable to meet the needs of the current development of the company due to the impact of the company’s listing process, combined with the current actual operation, personnel arrangement and the company’s R & D plan for a period of time in the future, considering various factors such as the external business environment, the introduction cost of high-end technical talents and the migration cost of the existing team, In order to ensure the implementation quality of the raised investment project and give full play to the role of raised funds, the company decided to terminate the project.
The company held the 15th meeting of the 12th board of directors and the 2020 annual general meeting of shareholders on April 23, 2021 and June 22, 2021 respectively, and deliberated and adopted the proposal on changing some investment projects with raised funds. For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）The announcement on changing some investment projects with raised funds (Announcement No.: 2021-024) and the announcement on the resolution of the 2020 annual general meeting of shareholders (Announcement No.: 2021-037) disclosed.
5、 Problems in the use and disclosure of raised funds
There is no information about the use of raised funds disclosed by the company that has not been disclosed in a timely, true, accurate and complete manner; There are no violations in the deposit, use, management and disclosure of the company’s raised funds.
6、 Assurance opinions of Accountants on the special report on the annual storage and use of raised funds
Grant Thornton Certified Public Accountants (special general partnership) conducted a special audit on the special report on the deposit and use of raised funds in 2021 and issued the assurance report on the deposit and use of raised funds in 2021 (Grant Thornton special Zi (2022) No. 110a000400). According to the report, Beijing Compass Technology Development Co.Ltd(300803) the special report on the deposit and use of raised funds in 2021 prepared by the board of directors 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 (revised in 2022) and the guidelines for the self regulatory supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (2022) Relevant provisions and relevant format guidelines, and truthfully reflect the deposit and actual use of the raised funds in Beijing Compass Technology Development Co.Ltd(300803) 2021 in all major aspects.
7、 Verification of recommendation institutions
The sponsor representative checked the deposit and use of Beijing Compass Technology Development Co.Ltd(300803) raised funds and the implementation of the investment project with raised funds through data review, interview and communication. It mainly includes: consulting the company’s bank statements for the deposit of raised funds, payment vouchers of raised funds, relevant reports of intermediaries, relevant announcements of the use of raised funds, project feasibility documents and other materials, and communicating with relevant personnel of the company.
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that: Beijing Compass Technology Development Co.Ltd(300803) strictly implement the special account storage system for raised funds and effectively implement the tripartite supervision agreement, Comply with the requirements of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (2022). The specific use of the company’s raised funds in 2021 is consistent with the disclosed situation, and no violation of relevant laws and regulations is found. The recommendation institution has no objection to the deposit and actual use of the raised funds in Beijing Compass Technology Development Co.Ltd(300803) 2021.
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(there is no text on this page, which is the signature page of Guotai Junan Securities Co.Ltd(601211) verification opinions on the deposit and use of raised funds in Beijing Compass Technology Development Co.Ltd(300803) 2021) sponsor representative:
Peng Kai, Liu ailiang
Cathay Pacific
