Citic Securities Company Limited(600030)
About Dhc Software Co.Ltd(002065) using some idle raised funds
Verification opinions on temporary replenishment of working capital
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) as the sponsor of Dhc Software Co.Ltd(002065) (hereinafter referred to as ” Dhc Software Co.Ltd(002065) ” and “the company”) non-public offering of shares in 2020, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), Prudential verification was conducted on Dhc Software Co.Ltd(002065) using some idle raised funds to temporarily supplement working capital, and the following verification opinions were issued:
1、 Basic information of funds raised by non-public offering
Approved by the reply on approving Dhc Software Co.Ltd(002065) non-public development shares (zjxk [2020] No. 2611) of the China Securities Regulatory Commission, the company issued 90000000 RMB ordinary shares (A shares) in a non-public manner at an issue price of 6.82 yuan per share, with a total raised capital of 613800000.00 yuan, After deducting the issuance expenses (excluding value-added tax) of RMB 8405160.14, the actual net amount of funds raised is RMB 605394839.86. The availability of the above raised funds has been verified by Dahua Certified Public Accountants (special general partnership) and confirmed by issuing the capital verification report (Dahua Yan Zi [2021] No. 000672).
2、 Basic information on the use of raised funds
1. Use plan of raised funds
The 35th meeting of the 7th board of directors and the 19th meeting of the 7th board of supervisors deliberated and adopted the proposal on changing the implementation subject of some raised funds projects and opening a special account for raised funds and the proposal on adjusting the use amount of raised funds of raised investment projects, It is agreed to adjust the investment amount of the investment project of the non-public offering funds according to the actual net amount of the company’s non-public offering funds and the actual business development of the company. The specific use plan of the company’s non-public offering funds is as follows:
No. project name total project investment amount of raised funds after adjustment
1 Xinchuang pengxiao project 102128.60 34039.48
2 Donghua Yundu project 157202.37 9000.00
3. Avatar industrial Internet platform construction project 69874.30-
4 AI City Super Brain Project 28551.58-
5. R & D and industrialization project of artificial intelligence operation and maintenance platform 29426.00-
6 data security product R & D and industrialization project 30948.00-
7 smart public security big data and AI enabling industrialization project 34423.60-
8 supplementary working capital 80253.87 17500.00
Total 532808.32 60539.48
2. Use of raised funds
As of December 31, 2021, the raised funds have been put into use of RMB 175 million and have not been put into use of RMB 433135500 (including the net amount of accumulated bank deposit interest received minus bank handling charges). The use of the raised funds for the company’s investment projects is as follows.
Unit: RMB 10000
The accumulated investment amount of the raised funds after the adjustment of the project name is calculated as the investment amount as of December 31, 2021
1 Xinchuang pengxiao project 34039.48 0.00
2 Donghua Yundu project 9000.00 0.00
3. Supplementary working capital 17500.00 17500.00
Total 60539.48 17500.00
3、 The previous use of some idle raised funds to supplement working capital
As of the date of issuance of this verification opinion, the company has not used idle raised funds to temporarily supplement working capital.
4、 The plan of using idle raised funds to temporarily supplement working capital
According to the use plan of the company’s raised funds and the construction progress of the raised investment projects, it is expected that some of the raised funds will remain idle temporarily in the next 12 months. In order to improve the use efficiency of the raised funds, reduce the company’s financial costs and promote the development of business, the company plans to temporarily supplement the working capital with idle raised funds of no more than 360 million yuan on the premise of following the principle of maximizing the interests of shareholders and ensuring the demand for construction funds of the raised funds for investment projects, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company, and the company will timely return it to the special account for raised funds at any time according to the progress and demand of the raised investment project.
5、 The amount of financial expenses expected to be saved when idle raised funds supplement working funds, the reasons for the shortage of working funds, whether there is any behavior of changing the purpose of raised funds in a disguised form, and the measures to ensure that the normal progress of raised funds projects will not be affected
With the continuous expansion of the company’s business scale and the increasing demand for working capital, the use of some idle raised funds to supplement the company’s working capital can reduce bank loans and reduce the company’s financial expenses. The company uses idle raised funds of no more than 360 million yuan to temporarily supplement working capital. It is expected that the potential interest expenditure of the company will be reduced by about 13.86 million yuan in 12 months (calculated by 3.85% of one-year LPR, which is only the calculation data and does not constitute the company’s commitment).
Before the expiration of this replenishment of working capital, the company will return the funds to the special account for raised funds in time. The use of some idle raised funds to temporarily supplement the working capital will not change or change the purpose of the raised funds in a disguised form, and will not affect the normal progress of the investment projects of the raised funds; If the original investment project with raised funds needs to be used due to the implementation progress, the company will return the funds to the special account for raised funds in time to ensure the normal operation of the investment project with raised funds.
6、 Relevant review and approval procedures
The 39th meeting of the 7th board of directors and the 20th meeting of the 7th board of supervisors deliberated and adopted the proposal on temporarily replenishing working capital with some idle raised funds, and unanimously agreed that the company should temporarily replenish working capital with idle raised funds of no more than 360 million yuan, with a service life of no more than 12 months from the date of adoption of the resolution of the board of directors.
The independent directors of the company believe that the company’s use of some idle raised funds to temporarily supplement working capital will not affect the normal progress of the company’s investment projects with raised funds, which is conducive to improving the use efficiency of idle raised funds, reducing capital costs, meeting the demand for working capital for business growth, and improving the overall profitability and comprehensive competitiveness of the company, In line with the long-term interests of all shareholders. The necessary deliberation procedures have been performed for this matter, and there is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders, Comply with the relevant requirements of relevant laws, regulations and normative documents such as the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022). Therefore, the independent directors unanimously agree that the company will use some idle raised funds to supplement the working capital temporarily, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of idle raised funds does not exceed 360 million yuan, and the temporary replenishment of working capital has been reviewed and approved by the board of directors and the board of supervisors of the company. The independent directors have expressed their consent and fulfilled the necessary approval procedures. The use of the company’s raised funds this time will not affect the normal progress of the investment projects of the raised funds, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders. The company’s use of some idle raised funds to temporarily supplement working capital complies with the provisions of relevant laws, regulations and normative documents, such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022). Therefore, the sponsor agrees that the company will temporarily supplement the working capital with some idle raised funds.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) verification opinions on Dhc Software Co.Ltd(002065) using some idle raised funds to temporarily supplement working capital) sponsor representative:
Li Yizhong, Li Wenbin
Citic Securities Company Limited(600030) mm / DD / yy
