Suzhou Planning: Verification opinions of Changjiang Securities Underwriting and Sponsoring Co., Ltd. on the use of idle raised funds for cash management by Suzhou Planning and Design Institute Co., Ltd.
Changjiang Securities Underwriting and Sponsoring Co., Ltd.
About Suzhou Planning and Design Institute Co., Ltd.
Verification opinions on using idle raised funds for cash management
Changjiang Securities Underwriting and Sponsoring Co., Ltd. (hereinafter referred to as "Changjiang Sponsor" or "Sponsor"), as the sponsor of Suzhou Planning and Design Institute Co., Ltd. (hereinafter referred to as "Suzhou Planning", "Company" or "Issuer")'s initial public offering and listing on the GEM, in accordance with the "Measures for the Administration of Sponsorship Business for Securities Issuance and Listing", "Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 13 - Sponsorship Business", "Shenzhen Stock Exchange GEM Stock Listing Rules" and "Shenzhen Stock Exchange GEM Self-Regulatory Supervision Guidelines for Listed Companies No. 1" No. 2 - Standardized Operation of GEM Listed Companies and other relevant laws and regulations, Changjiang Sponsor has verified Suzhou’s plan to use idle raised funds for cash management. The specific verification details are as follows:
1. Basic situation of raised funds
With the approval of the China Securities Regulatory Commission's "Reply on Approving the Registration of the Initial Public Offering of Stocks by Suzhou Planning and Design Institute Co., Ltd." (CSRC Permit [2023] No. 1025), Suzhou Planning and Design Institute Co., Ltd. (hereinafter referred to as the "Company") made an initial public offering of 22,000,000 RMB ordinary shares (A shares), with a par value of RMB 1.00 per share and an issue price of 26.35 Yuan/share, the total amount of funds raised was RMB 579,700,000.00. After deducting relevant issuance expenses (excluding tax) of RMB 80,737,205.85, the actual net amount of funds raised was RMB 498,962,794.15. On July 14, 2023, Changjiang Securities Underwriting and Recommendation Co., Ltd. remitted the balance of RMB 525,640,207.55 after deducting the underwriting and recommendation fees (excluding tax of RMB 54,059,792.45) to the company's special account for raised funds. The actual receipt of the above-mentioned raised funds has been verified by Zhongtianyun Accounting Firm (Special General Partnership) and issued a "Capital Verification Report" "Zhongtianyun [2023] Yanzi No. 90034". The company has signed a "Tripartite Supervision Agreement on Raised Funds" with the sponsor institution and the bank where the raised funds are deposited to jointly supervise the use of raised funds. As of June 30, 2026, the balance of raised funds was RMB 374,568,561.48.
2. Investment projects with raised funds
According to the company's "Prospectus for the Initial Public Offering of Stocks and Listing on the GEM of Suzhou Planning and Design Institute Co., Ltd." (hereinafter referred to as the "Prospectus"), the company's investment projects with funds raised from this public issuance of stocks (hereinafter referred to as "investment projects") and the use plan of the raised funds are as follows:
Unit: RMB 10,000 Serial number Project name Total project investment Proposed raised funds 1 Smart city comprehensive management platform construction project 9,553.46 9,553.46 2 Information system construction project 4,676.18 4,676.18 3 Urban and rural planning creative design and research center construction project 12,569.30 12,569.30 4 Regional marketing center construction and design professional expansion project 15,015.40 15,015.40
Total 41,814.34 41,814.34
Since the construction of investment projects requires a certain period of time, and according to the construction progress of the investment projects, the funds raised at this stage will be idle in the short term. This use of temporarily idle raised funds for cash management does not change the purpose of the raised funds in any disguised manner, and does not affect the construction of investment projects with raised funds and the normal use of raised funds.
3. Use of idle raised funds for cash management
(1) Investment purpose
Without affecting the construction of investment projects with raised funds and the normal operation of the company, rational use of temporarily idle raised funds for cash management can improve the efficiency of fund use, increase the company's income, and obtain more investment returns for the company and shareholders.
(2) Quota and term
The company plans to use idle raised funds with an amount not exceeding RMB 365 million (inclusive) for cash management, and the use period will be valid for 12 months from the date of review and approval by the board of directors. Within the validity period of the aforementioned quota and resolution, it can be used on a rolling basis.
(3) Types of investment products
Varieties of investment products with idle raised funds: The company will strictly control risks in accordance with relevant regulations and plans to purchase products with high security, good liquidity and a term of no more than 12 months (including but not limited to structured deposits, certificates of deposit and other highly safe capital-guaranteed products), and such products shall not be used for pledge or guarantee. The product-specific settlement account shall not store non-raised funds or be used for other purposes, and shall not affect the normal progress of the raised funds investment plan. If a special settlement account for investment products with raised funds is opened or canceled, the company will report it to the Shenzhen Stock Exchange for filing and announcement in a timely manner.
(4) Source of funds
Raised funds that are temporarily idle.
(5) Specific implementation methods
Within the scope of the authorized quota, the legal representative of the company or his authorized person is authorized to exercise investment decision-making power and sign relevant legal documents within the validity period of the above-mentioned quota and resolution, including but not limited to selecting qualified issuers, clarifying the investment amount and term, selecting investment product varieties, signing contracts and agreements, etc., and the company's finance department will implement relevant matters specifically.
(6) Description of related relationships
The company plans to purchase investment products from financial institutions that do not have related relationships. This use of idle raised funds for cash management will not constitute related transactions.
(7) Information disclosure
The company will promptly disclose relevant information in accordance with the relevant laws, regulations and normative documents such as the "Supervisory Rules for Fund Raising by Listed Companies", the "Shenzhen Stock Exchange GEM Stock Listing Rules" and the "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operations of GEM Listed Companies" and the relevant requirements of Shenzhen Stock Exchange and other regulatory agencies.
4. Investment risk analysis and risk control measures
(1) Investment risk analysis
Although the purchased products are strictly evaluated, the financial market is greatly affected by the macroeconomics, and it cannot be ruled out that the investment will be affected by market fluctuations.
The company will intervene in a timely and appropriate manner according to changes in the economic situation and financial markets, so the actual returns from short-term investments are unpredictable.
(2) Risk control measures
The company will strictly abide by the principle of prudent investment and select low-risk investment varieties.
The company's finance department will promptly analyze and track the direction of investment products. During the investment period of the above-mentioned investment products, the company will maintain close contact with relevant financial institutions, track the operation of funds in a timely manner, strengthen risk control and supervision, and strictly control the security of funds.
The company’s independent directors have the right to supervise and inspect the use of funds, and can hire professional institutions to conduct audits when necessary.
The company will promptly disclose relevant information in accordance with the relevant regulations of the Shenzhen Stock Exchange.
5. Impact on the company
The company uses idle raised funds for cash management while ensuring that it does not affect the construction needs of the investment projects with raised funds and does not affect the company's normal production and operation and ensure the safety of funds. This will help improve the efficiency of fund use and obtain more investment returns for the company and shareholders. There will be no disguised changes in the use of raised funds and damage to the interests of shareholders, and it will not have an impact on the funds required for the company's daily production and operating activities.
6. Relevant review procedures and opinions
(1) Review status of the board of directors
The company held the 16th meeting of the fifth board of directors on September 10, 2026, and reviewed and approved the "Proposal on Using Idle Raised Funds for Cash Management". Without affecting the normal progress of investment projects with raised funds and the company's normal production and operation, and ensuring the safety of funds, the company plans to use idle raised funds with an amount not exceeding RMB 365 million (inclusive) for cash management, and the use period will be valid for 12 months from the date of review and approval by the board of directors. Within the validity period of the aforementioned quota and resolution, it can be used on a rolling basis. The proposal has been reviewed and approved by the company's audit committee.
7. Verification Opinions of the Sponsor
After verification, the sponsoring agency believes that the use of idle raised funds for cash management complies with the provisions of relevant laws and regulations such as the "Supervisory Rules for Raised Funds of 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 laws and regulations. There is no disguised change in the use of raised funds, and it will not affect the normal implementation of investment projects with raised funds. On the premise of ensuring the company's normal operations and capital needs and not affecting the normal implementation of investment projects with raised funds, the company's use of idle raised funds for cash management is in the interests of the company and all shareholders, and does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders.
In summary, the sponsor has no objection to the company's use of idle raised funds for cash management this time. (This page has no text, but is the signature and seal page of "Changjiang Securities Underwriting and Sponsoring Co., Ltd.'s Verification Opinions on Suzhou Planning and Design Institute Co., Ltd.'s Use of Idle Raised Funds for Cash Management")
Sponsor representative (signature):
Zhang Rui Mu Jie
Changjiang Securities Underwriting and Sponsoring Co., Ltd.
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