Securities code: 002065 securities abbreviation: Dhc Software Co.Ltd(002065) Announcement No.: 2022-003 Dhc Software Co.Ltd(002065)
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Dhc Software Co.Ltd(002065) (hereinafter referred to as “the company”) convened the 39th meeting of the seventh board of directors and the 20th meeting of the seventh board of supervisors on January 27, 2022, and deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital. In order to improve the use efficiency of the raised funds and promote the business development of the company, on the premise of ensuring the capital demand of the investment projects with the raised funds and the normal use plan of the raised funds, the company plans to use some idle raised funds of no more than 360 million yuan to temporarily supplement the working capital, and the service life shall not exceed 12 months from the date of approval by the board of directors. The relevant information is hereby announced as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Dhc Software Co.Ltd(002065) non-public development shares (zjxk [2020] No. 2611) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the company’s non-public offering of RMB common shares (A shares) is 90000000, the issue price is 6.82 yuan per share, and the total amount of funds raised is 613800000.00 yuan, After deducting the issuance expenses (excluding value-added tax) of RMB 8405160.14, the net amount of actually raised funds 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). The company has implemented a special account for the above raised funds, and signed a tripartite and quadripartite supervision agreement with the recommendation institution and the commercial bank storing the raised funds. 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 respectively deliberated and adopted the proposal on changing the implementation subject of some fund-raising projects and opening a special account for fund-raising and the relevant regulations
In the proposal on adjusting the amount of raised funds used in raised investment projects. The specific use plan is as follows:
Unit: RMB 10000
Sequence item name after adjustment of total project investment amount
Investment amount of raised funds
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 and have not been invested
RMB 433135500 (including the accumulated interest received on bank deposits minus bank charges, etc.)
Net). The use of raised funds in the company’s investment projects is as follows:
Unit: RMB 10000
After the adjustment of the project name, the accumulated amount of raised funds to be invested 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 this announcement, 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 in the next 12 months
Some of the raised funds are still temporarily idle. In order to improve the use efficiency of raised funds, reduce the financial cost of the company and promote
For the development of business, we should follow the principle of maximizing the interests of shareholders and ensure the raised funds to invest in the construction of projects
On the premise of the demand for funds, according to the guidelines for the supervision of listed companies No. 2 – the management and use of funds raised by listed companies
The regulatory requirements (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws and regulations, as well as the relevant provisions of the company’s system for the management and use of raised funds, The company plans to use no more than 360 million yuan of idle raised funds to temporarily supplement the working capital. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and the company will 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.
5、 Commitments of the company
1. Before the expiration of the current replenishment of working capital, the company will return the funds to the special account for raised funds in time;
2. The use of some idle raised funds to temporarily supplement working capital will not change or change the purpose of raised funds in a disguised form;
3. The use of some idle raised funds to temporarily supplement working capital will not affect the normal operation of the investment projects with raised funds; If the original investment project of raised funds needs to be used due to the implementation progress, the company will return the funds to the special account of raised funds in time to ensure the normal operation of the investment project of raised funds;
4. The company did not engage in venture capital within 12 months before temporarily replenishing working capital with part of the raised funds this time; During the temporary use of part of the idle raised funds to supplement the working capital, no venture capital investment or financial assistance will be provided to objects other than the holding subsidiaries;
5. The use of some idle raised funds to temporarily supplement working capital is limited to the production and operation related to the main business, and is not used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements.
6、 Approval procedures and relevant opinions
1. Deliberations of the board of directors
On January 27, 2022, the 39th meeting of the seventh board of directors of the company deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital.
2. Deliberation of the board of supervisors
On January 27, 2022, the 20th meeting of the seventh board of supervisors of the company deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital. After verification, the board of supervisors held that the company’s use of some idle raised funds to temporarily supplement working capital would not affect the normal progress of the investment plan of raised funds, There is no disguised change in the purpose of the raised funds and damage to the interests of shareholders, which is in line with relevant laws and regulations such as 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 the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) The requirements of laws and regulations and relevant systems of the company have fulfilled the specified procedures, which is in line with the interests of the company and all shareholders and conducive to the long-term development of the company.
In conclusion, it is agreed that the company will use some idle raised funds of no more than 360 million yuan to temporarily supplement working capital, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
3. Opinions of independent directors
After verification, we 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 efficiency of the company’s idle raised funds, reducing the cost of funds, meeting the demand for working capital for the company’s business growth, and improving the company’s overall profitability and comprehensive competitiveness, In line with the long-term interests of all shareholders. This matter has fulfilled the necessary deliberation procedures, and there is no disguised change in the investment direction of raised funds and damage to the interests of shareholders, which is in line with the company law and the guidelines for self discipline supervision of 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 by listed companies (revised in 2022) and other relevant laws, regulations and normative documents.
In conclusion, it is agreed that the company will use some idle raised funds of no more than 360 million yuan to temporarily supplement working capital, 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 recommendation institution Citic Securities Company Limited(600030) believes that:
The company’s use of idle raised funds this time 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 examination and 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 recommendation institution Citic Securities Company Limited(600030) agrees that the company will temporarily supplement the working capital with some idle raised funds.
8、 Documents for future reference
1. Resolutions of the 39th meeting of the 7th board of directors;
2. Resolutions of the 19th meeting of the 7th board of supervisors;
3. Independent opinions of independent directors on matters related to the 39th meeting of the seventh board of directors;
4. Verification opinions issued by the recommendation institution Citic Securities Company Limited(600030) .
It is hereby announced.
