Citic Securities Company Limited(600030)
about
Capitalonline Date Service Co.Ltd(300846)
Issue shares to specific objects
Report on the issuance process and the compliance of subscribers
Sponsor (lead underwriter)
North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province
February, 2002
Citic Securities Company Limited(600030)
About Capitalonline Date Service Co.Ltd(300846)
The report on the issuance process of issuing shares to specific objects and the compliance of subscription objects is approved by the reply on Approving the registration of Capitalonline Date Service Co.Ltd(300846) issuing shares to specific objects (zjxk [2021] No. 2717) of China Securities Regulatory Commission (hereinafter referred to as "CSRC"), Agree to the registration application of Capitalonline Date Service Co.Ltd(300846) (hereinafter referred to as " Capitalonline Date Service Co.Ltd(300846) ", "issuer" or "company") for issuing shares to specific objects.
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) ", "sponsor" or "lead underwriter") as the sponsor and lead underwriter of Capitalonline Date Service Co.Ltd(300846) this issuance of shares to specific objects (hereinafter referred to as "this issuance"), checked the issuer's issuance process and the compliance of subscription objects, It is believed that the issuance process and subscription objects of Capitalonline Date Service Co.Ltd(300846) comply with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance and underwriting, the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation), and the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as "the rules")“ The requirements of relevant laws, regulations, rules and regulations, such as the implementation rules, and the resolutions of the board of directors and the general meeting of shareholders of Capitalonline Date Service Co.Ltd(300846) on this issuance are in line with the interests of Capitalonline Date Service Co.Ltd(300846) and all its shareholders. 1、 Basic information of this offering
(I) issue price
The pricing benchmark date of this offering is the first day of the offering period, i.e. January 14, 2022. The offering price shall not be lower than 80% of the average trading price of the company's shares on the first 20 trading days of the offering period (the average trading price of the shares on the 20 trading days before the pricing benchmark date = the total trading volume of the shares on the 20 trading days before the pricing benchmark date / the total trading volume of the shares on the 20 trading days before the pricing benchmark date), that is, not less than 12.25 yuan / share.
Beijing Jindu law firm witnessed the whole process of investors' subscription invitation and subscription quotation. According to the results of investors' subscription quotation, and in accordance with the procedures and rules for determining the issuance price, issuance object and the number of allocated shares in the subscription invitation, the issuance price is determined to be 13.00 yuan / share, and the ratio between the issuance price and the average price in the 20 trading days before the first day of the issuance period is 84.97%.
(II) issued quantity
According to the subscription quotation of investors, the number of shares issued to specific objects this time is 55 million shares, which does not exceed the maximum number of shares approved by the board of directors and the general meeting of shareholders and registered with the consent of the CSRC, does not exceed the upper limit of the number of shares to be issued specified in the issuance plan, and exceeds 70% of the number of shares to be issued in the issuance plan.
(III) issuing object
The issuing objects are finally determined to be 11, and all the issuing objects subscribe for the A shares issued by the company in cash. The details are as follows:
Sequence name of issuing object number of allocated shares (shares) amount of allocated shares restricted period No. (yuan) (month)
1 Jinan Tiezhong Shouyun investment partnership (limited partnership) 10769230 139999990.00 6
2 Tansun Technology Co.Ltd(300872) 10,703,852 139,150,076.00 6
3 CAITONG Fund Management Co., Ltd. 6296153 81849989.00 6
4 Nanjing Ruisen investment management partnership (limited partnership) 6153846 79999998.00 6
5 Zhang Bin 4230769 54999997.00 6
6 Nord Fund Management Co., Ltd. 3923076 50999988.00 6
7 LIANLI innovation equity investment (Wuhan) partnership (3846153 49999989.00)
Limited partnership)
8 Bi Mingwu 3307692 42999996.00 6
9 China International Capital Corporation Limited(601995) 2,307,692 29,999,996.00 6
10 Li Nan 1923076 2499988.00 6
11 Xinyu Chuangyu Consulting Service Center (limited partnership) 1538461 19999993.00 6
Total 55000000 715000000.00-
(IV) amount of raised funds
The total amount of funds raised in this issuance is 715000000.00 yuan, after deducting the issuance expenses (excluding value-added tax) of 15858791.27 yuan, the net amount of funds raised is 699141208.73 yuan.
(V) sales restriction period
If the shares are issued to specific objects this time, the shares subscribed by the issuing objects shall not be transferred within six months from the date of issuance. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
After the issuance of shares to specific objects, the company's shares increased due to the company's bonus shares, the conversion of capital reserve into share capital and other reasons shall also comply with the above arrangement of the sales restriction period.
After the end of the restricted sale period, the shares issued to specific objects by the issuing object shall be implemented in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange").
After verification, the sponsor believes that the issuance price, issuance object, issuance quantity, amount of raised funds and sales restriction period of this issuance comply with the resolutions of the general meeting of shareholders of the issuer and relevant laws and regulations such as the securities law of the people's Republic of China, the measures for the Administration of securities issuance and underwriting, the measures for the administration of securities issuance registration of companies listed on GEM (for Trial Implementation), and the detailed rules for implementation Requirements of regulations and normative documents. 2、 Relevant approval of this issuance
(I) internal decision-making procedures of the issuer
1. Reviewed and approved by the board of directors
On January 4, 2021, the issuer held the 20th meeting of the Fourth Board of directors, deliberated and adopted the proposal on the company's plan to issue A-Shares to specific objects in 2021 and other proposals related to this issuance. On December 21, 2021, the proposal of the 31st session of the board of directors on the extension of the effective period of specific shares of the company was reviewed and passed.
2. Reviewed and approved by the general meeting of shareholders
On January 22, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company's plan to issue A-Shares to specific objects in 2021 and other proposals related to this issuance.
On January 21, 2022, the issuer held the first extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on extending the validity period of the company's resolution on issuing A-Shares to specific objects in 2021 and other proposals related to this issuance.
(II) the registration process of the regulatory authorities for the issuance
On April 28, 2021, the issuer received the notice of opinion of the audit center on Capitalonline Date Service Co.Ltd(300846) application for issuing shares to specific objects issued by the listing audit center of Shenzhen Stock Exchange. The issuance and listing audit organization of Shenzhen Stock Exchange reviewed the application documents of the company for issuing shares to specific objects and considered that the company met the issuance conditions, listing conditions and information disclosure requirements.
On August 18, 2021, the issuer received the reply on Approving the registration of Capitalonline Date Service Co.Ltd(300846) issuing shares to specific objects issued by China Securities Regulatory Commission (zjxk [2021] No. 2717), and agreed to the company's application for registration of issuing shares to specific objects.
After verification, the sponsor believes that the issuance has been deliberated and approved by the board of directors and the general meeting of shareholders of the issuer, and has obtained the registration consent of the CSRC, and the procedures performed comply with the provisions of relevant laws, regulations and normative documents. 3、 Details of this offering
(I) sending of invitation for subscription
On January 5, 2022, the issuer and the recommendation institution (lead underwriter) submitted to the Shenzhen stock exchange the issuance plan of Capitalonline Date Service Co.Ltd(300846) issuing shares to specific objects (hereinafter referred to as the "issuance plan") and the list of investors to whom Capitalonline Date Service Co.Ltd(300846) issuing shares to specific objects intends to send subscription invitations (hereinafter referred to as the "list of investors to send subscription invitations"), A total of 137 specific investors.
From the issuance plan and the list of investors who intend to send subscription invitation to Shenzhen Stock Exchange to the bookkeeping of this issuance (i.e. before 9:00 a.m. on January 18, 2022), the sponsor (lead underwriter) received Fujian Pingtan yingfangde Asset Management Co., Ltd., Xinyu Chuangyu Consulting Service Center (limited partnership), Xi'an Durian Fund Management Co., Ltd., ye Jun Yuanxin (Zhuhai) Private Equity Fund Management Co., Ltd., Wu Dingping, Mou Zhihua, Jinan Tiezhong Shouyun investment partnership (limited partnership), Nanjing Ruisen investment management partnership (limited partnership), Fang Xuyan, Zhuhai time venture capital partnership (limited partnership), Zeng Wenzhong The subscription intention of 13 new investors in Shanghai Ziwu Investment Management Co., Ltd. Under the witness of the lawyer of Beijing Jindu law firm, the sponsor (lead underwriter) sent the Capitalonline Date Service Co.Ltd(300846) subscription invitation for issuing shares to specific objects (hereinafter referred to as "subscription invitation") and relevant attachments to the investors who subsequently expressed their subscription intention.
After verification by the sponsor (lead underwriter) and Beijing Jindu law firm, this subscription invitation document
The distribution scope of the is in line with the relevant provisions of laws and regulations such as the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation), the measures for the administration of securities issuance and underwriting, and the detailed rules for implementation, as well as the relevant requirements of the issuer's board of directors and the general meeting of shareholders on the issuance plan and issuance objects to specific objects. At the same time, the subscription invitation document truthfully, accurately and completely informed the inquiry object of the specific rules and schedule for selecting the issuance object, determining the subscription price and allocated quantity in advance.
(II) quotation of investors
Witnessed by Beijing Jindu law firm, the lead underwriter received 19 purchase quotations from 9:00 to 12:00 a.m. on January 18, 2022. As of 12:00 noon on January 18, 16 deposits had been received. The two investors are securities investment fund management companies and do not need to pay subscription deposits. After verification, an investor who has submitted a purchase quotation fails to pay the deposit in time as required, which is an invalid quotation; The subscription quotations of the remaining 18 investors are valid.
The specific subscription quotation of investors is as follows:
Whether the issuer pays the subscription price and the subscription amount, whether the serial number, the name of the investor and the category (yuan / share) (10000 yuan) pay the effective guarantee
1 Xinyu Chuangyu Consulting Service Center (limited partnership with others)
2 Fang Xuyan other 12.25 3000 yes
3 Li Nan other 13.70 2500 yes
4 Zhang Bin other 13.70 5500 yes
5 Bruce Lee other 12.25 3000 yes
6 Huang Mingsheng 12.25
