Oriental Guosen (300166): China Galaxy Securities Co., Ltd.’s verification opinions on Beijing Oriental Guosen Technology Co., Ltd.’s ratification of the use of part of the idle raised funds for cash management – CFi.CN China Finance Network

Original title: Oriental Guosen: China Galaxy Securities Co., Ltd.’s verification opinions on Beijing Oriental Guosen Technology Co., Ltd.’s ratification of the use of part of the idle raised funds for cash management

China Galaxy Securities Co., Ltd.
About Beijing Oriental Guoxin Technology Co., Ltd.
Post-approval to use part of the idle raised funds for cash management
verification opinions

China Galaxy Securities Co., Ltd. (hereinafter referred to as “Galaxy Securities” or the “Sponsor”) serves as the sponsor for Beijing Oriental Guoxin Technology Co., Ltd. (hereinafter referred to as “Oriental Guoxin” or the “Company”) to issue stocks to specific objects in 2021. According to the “Administrative Measures for the Sponsorship Business of Securities Issuance and Listing (Revised in 2023)”, “Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 13 – Sponsorship Business”, “Shenzhen Stock Exchange GEM Stock Listing Rules (Revised in August 2023)” Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 – Standardized Operations of GEM Listed Companies (Revised in December 2023) “Regulatory Guidelines for Listed Companies No. 2 – Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies (2022 2021 (Revised in 2021)” and other relevant regulations, the company’s use of idle raised funds for cash management beyond the authorization period of the third extraordinary general meeting of shareholders in 2021 will be ratified. The specific verification situation and verification opinions are as follows:
1. Basic information on raising funds
The company obtained the China Securities Regulatory Commission’s (hereinafter referred to as the China Securities Regulatory Commission) “Reply on Approving the Registration of Beijing Oriental Guoxin Technology Co., Ltd.’s Issuance of Stocks to Specific Objects” (China Securities Regulatory Commission Permit[2020]No. 3229), approved the company’s registration application for issuing stocks to specific targets to raise funds.

This issuance of A shares to specific targets has actually issued 101,522,842 RMB ordinary shares, with an issuance price of RMB 7.88 per share, and the total funds raised are RMB 799,999,994.96. After deducting the issuance expenses (excluding value-added tax) of RMB 6,452,830.16, the actual funds raised The net amount was RMB 793,547,164.80.Beijing Guofu Accounting Firm (Special General Partnership) has issued a “Capital Verification Report” (Guofu Yanzi) on the receipt of the above-mentioned raised funds.[2021]No. 11480001) to verify and confirm that the raised funds have been received. All the above-mentioned raised funds have been deposited in the special account for raised funds.

2. Use of raised funds
In order to standardize the management and use of raised funds and protect the interests of investors, in accordance with the “Shenzhen Stock Exchange GEM Stock Listing Rules” and “Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 2 – Standardized Operation of GEM Listed Companies” As well as the “Articles of Association” and other provisions, the company has formulated the “Raised Funds Management System” of Beijing Oriental Guoxin Technology Co., Ltd. to store the raised funds in a special account and implement strict approval procedures for the use of raised funds to ensure that the funds are used exclusively. The company has opened special accounts for raised funds at three banks: China Guangfa Bank Beijing Branch, China Minsheng Bank Beijing Branch and Bank of Beijing Wangjing Science and Technology Park Branch, and has signed a “Tripartite Supervision Agreement on Raised Funds” with the sponsor Galaxy Securities and the above-mentioned account-opening banks. .

There are no major differences between the “Tripartite Supervision Agreement on Raised Funds” and the Shenzhen Stock Exchange Tripartite Supervision Agreement Template, and there are no problems with the implementation of the “Tripartite Supervision Agreement on Raised Funds”.

As of December 31, 2023, the company has used a total of 714.8895 million yuan of raised funds in the special account to supplement working capital and implement the raised funds projects, and the balance of raised funds is 98.4911 million yuan.

3. Ratification of the use of idle raised funds for cash management
On August 5, 2021, the company held its third extraordinary general meeting of shareholders in 2021, which reviewed and approved the “Proposal on Using Part of Idle Raised Funds and Own Funds for Cash Management” and agreed that the company should ensure the safety of raised funds projects and funds. Under the premise of “using idle raised funds with an amount not exceeding RMB 550 million for cash management, with a usage period not exceeding 12 months, it is planned to purchase capital-guaranteed cash management products with an investment period not exceeding 12 months (including but not limited to Agreement deposits, time deposits, structured deposits, investment products with capital guarantee agreements, etc.), the resolution is valid for 24 months from the date of approval by the shareholders’ meeting. “As of February 23, 2024, the company has exceeded the authorized period for idle fundraising. The situation of funds for cash management. Although the idle raised funds used for cash management purchases are all bank structured deposits and are principal-guaranteed products in form, they still have certain financial management attributes. Based on the principle of prudence, the company plans to ratify the portion that exceeds the authorization period.

On April 19, 2024, the company held the 24th meeting of the fifth board of directors and the 22nd meeting of the fifth board of supervisors, and reviewed and approved the “Proposal on ratifying the use of part of idle raised funds for cash management”, adding Confirmed the use of idle raised funds beyond the deadline for cash management. This matter still needs to be submitted to the company’s 2023 annual shareholders’ meeting for review.

In response to the above problems, the company stopped purchasing after the self-examination in January 2024, and conducted a detailed review and investigation of the specific situation of using temporarily idle raised funds for cash management, and carefully analyzed the existing problems; the relevant situation was Notified and communicated to the company’s directors, supervisors and relevant department personnel in a timely manner, and urged the Securities Department to train the company’s key management personnel on relevant laws and regulations on cash management of raised funds, effectively correct their understanding and understanding deviations, and required relevant personnel to establish Compliance awareness, enhance responsibility awareness, risk awareness, and ensure that similar incidents will not happen again in the future.

4. Impact on the company
Based on the principles of standardized operations, risk prevention, prudent investment, and value preservation and appreciation, the company uses temporarily idle raised funds to purchase low-risk, high-liquidity capital-guaranteed cash management products on the premise of ensuring the daily operations and capital security of the company’s investment projects. If implemented, it will not affect the normal turnover needs of the company’s funds for investment projects, and will help improve the company’s capital use efficiency, obtain good investment returns, and fully protect the interests of shareholders. The company and its holding subsidiaries use their own funds for cash management, which is conducive to improving the company’s capital use efficiency and increasing the company’s comprehensive income.

5. Relevant review and approval procedures
1. Board of Directors review
The 24th meeting of the company’s fifth board of directors reviewed and approved the “Proposal on Ratifying the Use of Part of Idle Raised Funds for Cash Management”.

2. Deliberation by the Board of Supervisors
The 22nd meeting of the company’s fifth board of supervisors reviewed and approved the “Proposal on Ratifying the Use of Part of Idle Raised Funds for Cash Management”.

3. Deliberation at the general meeting of shareholders
This matter still needs to be submitted to the 2023 Annual General Meeting of Shareholders for review.

6. Verification Opinions of the Sponsor
After verification, the sponsor believed that the company had used idle raised funds for cash management beyond the pre-deliberation period. However, the above-mentioned business is a capital-guaranteed cash management method with high security and good liquidity. It has not caused any loss to the raised funds, nor has it affected the normal progress of the investment plan of the raised funds. There has been no change or disguised change in the use of the raised funds, and no damage has been done. interests of the company and all shareholders.

The company’s ratification of using part of the idle raised funds for cash management has been reviewed and approved by the board of directors and the board of supervisors. It still needs to be submitted to the 2023 annual general meeting of shareholders for review. The company has supplemented the necessary legal approval procedures. The sponsor will urge the company to further strengthen the management of raised funds, ensure that the use of raised funds, decision-making procedures and information disclosure are legal and compliant, and protect the interests of all shareholders of the company.

In summary, the sponsor has no objection to the company’s ratification of using part of the idle raised funds for cash management.

(This page has no text, but is the signature page of “China Galaxy Securities Co., Ltd.’s Verification Opinions on Beijing Oriental Guoxin Technology Co., Ltd.’s ratification of the use of part of idle raised funds for cash management”)

Sponsor representative:

Wang Fei Zhang Yue

China Galaxy Securities Co., Ltd.

April 19, 2024

China Finance Network