Rujing Technology: Cathay Haitong Securities Co., Ltd.’s verification opinions on Shanghai Rujing Technology Co., Ltd.’s use of part of temporarily idle raised funds for cash management
Cathay Haitong Securities Co., Ltd.
About Shanghai Rujing Technology Co., Ltd.
Verification opinions on using part of temporarily idle raised funds for cash management
Cathay Haitong Securities Co., Ltd. (hereinafter referred to as "Cathay Haitong" or the "Sponsor"), as the continuous supervision sponsor of Shanghai Rujing Technology Co., Ltd. (hereinafter referred to as "Rujing Technology" or the "Company") for its initial public offering and listing on the GEM, in accordance with the "Measures for the Administration of Sponsorship Business for Securities Issuance and Listing", "Supervisory Rules for Fund Raising by Listed Companies" and "Shenzhen Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 13 - Sponsorship Business" In accordance with the requirements of relevant laws, regulations and normative documents such as the "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 2 - Standardized Operations of GEM Listed Companies" and other relevant laws, regulations and normative documents, the company conducted a prudent review on the company's use of temporarily idle raised funds for cash management, and issued the following review opinions:
1. Basic information on raising funds
With the approval of the China Securities Regulatory Commission's "Reply on the Registration of the Initial Public Offering of Stocks on the Growth Enterprise Market of Shanghai Rujing Technology Co., Ltd." (CSRC License [2023] No. 1231), and with the consent of the Shenzhen Stock Exchange, the company's initial public offering of RMB ordinary shares (A shares) was 23,590,000 shares, with a par value of 1.00 yuan per share, an issue price of 99.57 yuan per share, and a total of 234,885.63 yuan raised. Ten thousand yuan, after deducting the issuance fee of 200.6868 million yuan (excluding value-added tax), the net amount of funds raised was 2.1481695 million yuan.
All the funds raised this time were in place on August 25, 2023. Zhonghui Accounting Firm (Special General Partnership) has verified the arrival of the funds raised by the company's public issuance of new shares, and issued the "Zhonghui Huiyan [2023] No. 8893" "Capital Verification Report" on August 25, 2023.
In order to standardize the storage, use and management of raised funds, improve the efficiency of the use of raised funds, and protect the legitimate rights and interests of investors, the company strictly abides by relevant laws and regulations and has formulated a "Raised Funds Management System". After the raised funds arrive, the company has carried out special account storage and management of the above-mentioned raised funds. The company and its wholly-owned subsidiaries have signed a "Three-Party Supervision Agreement for Raised Funds" and a "Four-Party Supervision Agreement for Raised Funds" with the sponsor and the relevant banks where the raised funds are deposited.
2. Usage of raised funds
According to the investment projects and use plan of raised funds disclosed in the "Prospectus of Shanghai Rujing Technology Co., Ltd.'s Initial Public Offering of Stocks and Listing on the GEM", the funds raised from the company's initial public offering of stocks are used for the following projects:
Unit: 10,000 yuan project planned investment After adjustment Serial number as of June 2026 Project name
Total capital Total capital Cumulative investment amount on 30 days 1 New energy automotive electronics and intelligent manufacturing industry base 52,378.00 58,378.00 57,009.92 2 R&D test center construction project 15,809.20 15,809.20 15,000.95 3 Supplementary working capital 30,000.00 30,000.00 30,091.24 4 Over-raised funds 116,629.75 116,629.75 62,152.63 Total 214,816.95 214,816.95 164,254.74
Note 1: The company held the seventh meeting of the second board of directors and the seventh meeting of the second board of supervisors on April 22, 2025, and reviewed and approved the "Proposal on Using Part of the Super Raised Funds to Make Additional Investments in Raised Projects". Based on the actual needs of project construction funds, it was agreed that the company would use the super raised funds of RMB 60 million to make additional investment in the raised investment project "New Energy Vehicle Electronics and Intelligent Manufacturing Industrial Base". The total adjusted investment was RMB 583.78 million. The project has reached the scheduled usable status in June 2025. The investment progress has not reached 100% because there is still project fees to be paid.
Note 2: The cumulative investment amount of raised funds exceeds the total planned investment of the project, because the actual amount of raised funds investment includes the financial management income and interest income of raised funds.
Note 3: The total adjusted total investment does not include the additional over-raised capital of 60 million yuan for the "New Energy Automotive Electronics and Intelligent Manufacturing Industrial Base". The additional investment amount has been included in the adjusted total investment statistics for the "New Energy Automotive Electronics and Intelligent Manufacturing Industrial Base" project. The total here is not repeated.
The actual net amount of funds raised by the company in this initial public offering of stocks was RMB 2,148,169,500. After deducting the capital requirements of the aforementioned investment projects with raised funds, the total amount of excess funds raised was RMB 1,166,297,500. As of June 30, 2026, the company has invested a total of 1,642,547,400 yuan of raised funds, and the amount of unused raised funds is 578,756,300 yuan (including interest income and cash management income).
Currently, the company is advancing investment projects with raised funds in an orderly manner. In view that the construction of investment projects with raised funds requires a certain period of time, and based on the actual construction progress of the investment projects with raised funds, the funds raised at this stage will be partially idle for a certain period of time.
3. Use of part of idle raised funds and self-owned funds for cash management
(1) Purpose of cash management
Without affecting the normal implementation of the investment project plan with raised funds, the funds required for the company's normal production and operation, and ensuring the safety of funds, the company will make reasonable use of part of the idle raised funds and its own funds to improve the efficiency and effectiveness of fund use, better realize the preservation and appreciation of the company's funds, obtain more investment returns for the company and shareholders, and protect the interests of the company and shareholders. Using part of the idle raised funds and self-owned funds for cash management will not affect the company's daily capital turnover needs, nor will it affect the normal development of the company's main business.
(2) Types of investment products
The company will strictly control risks in accordance with relevant regulations. The company will conduct cash management of temporarily idle raised funds and self-owned funds. Its investment products are highly safe products such as structured deposits and must not be non-principal guaranteed. The product term shall not exceed 12 months and meet the requirements of high security and good liquidity, and investment products shall not be used for pledge.
(3) Source of funds, investment amount and term
Without affecting the normal operation of the company and the normal progress of the raised capital investment plan, the company and its subsidiaries plan to use temporarily idle raised funds of no more than 500 million yuan (including the original amount) (including 400 million yuan of over-raised funds) and self-owned funds of no more than 1.100 billion yuan (including the original amount) for cash management. The validity period will be from the expiration date of the previous cash management authorization (September 2026). It is valid for 12 months starting from the 25th). The period of the purchased investment products shall not exceed 12 months. It shall not affect the normal progress of the investment plan of the raised funds, and there will be no disguised change in the use of the raised funds. Within the above quota and period, funds can be used on a rolling basis, and the transaction amount at any point in the period (including the amount related to reinvestment of the aforementioned investment income) should not exceed the investment limit. The cash management of idle raised funds will be returned to the special account for raised funds after expiration.
(4) Implementation method
The company intends to authorize the chairman or persons authorized by the chairman to exercise relevant investment decision-making powers within the above-mentioned quota and period and sign relevant documents, and the company's financial department will specifically handle relevant matters. This authorization is valid for 12 months from the expiration date of the previous cash management authorization (September 25, 2026).
(5) Cash management income distribution
The proceeds obtained by the company and its subsidiaries from using part of the idle raised funds and self-owned funds for cash management will be managed and used in strict accordance with the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange.
(6) Information disclosure
The company will fulfill its information disclosure obligations in accordance with the requirements of the "Supervisory Rules for Fund Raising by Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies" and other relevant rules.
(7) Description of related relationships
The company and its subsidiaries plan to purchase investment products from financial institutions that do not have related relationships. This use of idle raised funds and self-owned funds for cash management will not constitute related transactions.
4. Investment risk analysis and risk control measures
(1) Investment risks
In order to control risks, the company's investment products for cash management of temporarily idle raised funds and self-owned funds are short-term low-risk products. However, the financial market is greatly affected by the macroeconomics. This investment will be affected by market fluctuations. The overall risk is controllable. The company will intervene in a timely and appropriate amount according to the economic situation and changes in the financial market, but it does not rule out that the investment will be affected by market fluctuations.
Operation and monitoring risks of relevant staff.
In addition to the above risks, investment risks also include subscription risks, policy risks, market risks, liquidity risks, information transmission risks, fundraising failure risks, reinvestment/early termination risks and other force majeure risks as prompted by the product issuer.
(2) Risk control measures
Relevant personnel of the company's finance department will promptly analyze and track the investment direction and progress of cash management products. If the assessment finds that there are risk factors that may affect the company's capital security, corresponding measures will be taken in a timely manner to control investment risks.
The company should ensure that it makes reasonable arrangements and selects appropriate types and periods of cash management products without affecting daily operations.
The company's internal audit department is responsible for conducting a comprehensive inspection of the products, and based on the principle of prudence, reasonably predicts the possible risks and returns of each investment, and reports regularly to the audit committee of the board of directors.
Independent directors and the audit committee have the right to supervise and inspect the use of funds, and can hire professional institutions to conduct audits when necessary.
The company will strictly comply with the requirements of relevant laws, regulations and normative documents such as the "Shenzhen Stock Exchange GEM Stock Listing Rules" and fulfill its information disclosure obligations.
5. Impact of investment on the company
The company and its subsidiaries use part of the idle raised funds and self-owned funds for cash management without affecting normal operations and ensuring daily operating capital needs and fund security. The company and its subsidiaries will strictly abide by relevant laws and regulations in cash management to ensure that the investment of funds is legal and compliant.
The use of part of idle raised funds and self-owned funds for cash management by the company and its subsidiaries will not affect the company's daily capital turnover needs, nor will it affect the normal development of the company's main business; at the same time, it will help improve the company's capital use efficiency and increase the company's capital income, thereby creating more investment returns for the company and shareholders.
6. Relevant review procedures and opinions
The 14th meeting of the company's second board of directors reviewed and approved the "Proposal on the Use of Part of Temporarily Idle Raised Funds and Own Funds for Cash Management", agreeing that the company and its subsidiaries plan to use temporarily idle raised funds of no more than 500 million yuan (including the principal amount) (including super-raised funds of 400 million yuan) and self-owned funds of no more than 1.10 billion yuan (including the principal amount) for cash management. The investment products purchased shall not exceed the period of For 12 months, the normal progress of the investment plan of raised funds shall not be affected. Within the above limit, funds can be used on a rolling basis. The board of directors agreed that the company and its subsidiaries should use part of the idle raised funds and self-owned funds for cash management.
7. Sponsor’s verification opinions
After verification, the sponsor believes that the company's use of part of the temporarily idle raised funds for cash management has been reviewed and approved by the company's board of directors and the necessary approval procedures have been fulfilled; the company's use of temporarily idle raised funds for cash management is in compliance with the "Supervisory Rules for Funds Raised by Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules" and "Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies". No. 2 - Standardized Operation of GEM Listed Companies" and other relevant laws, regulations and normative documents, there is no disguised change in the use of raised funds, it does not affect the normal progress of the investment plan of raised funds, and it can improve the efficiency of the use of funds, which is in the interests of the company and all shareholders.
In summary, the sponsor has no objection to the company's use of part of the temporarily idle raised funds for cash management.
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(This page has no text, but is the signature page of "Cathay Haitong Securities Co., Ltd.'s Verification Opinions on Shanghai Rujing Technology Co., Ltd.'s Use of Part of Temporarily Idle Raised Funds for Cash Management")
Sponsor representative:
Xu Guoli Ni Yangwei
Cathay Haitong Securities Co., Ltd.
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