Citic Securities Company Limited(600030)
About Capitalonline Date Service Co.Ltd(300846) adjusting the raised investment projects of issuing shares to specific objects
Verification opinions on the use amount of raised funds
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) is the sponsor of Capitalonline Date Service Co.Ltd(300846) (hereinafter referred to as ” Capitalonline Date Service Co.Ltd(300846) ” and “company”) issuing shares to specific objects (hereinafter referred to as “this issuance”), According to the measures for the administration of securities issuance and listing recommendation business, 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 guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM The Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) and other relevant laws, regulations and normative documents have verified the adjustment of the amount of funds raised by the company for the investment project of raising funds by issuing shares to specific objects (hereinafter referred to as the “raised investment project”), and the verification opinions are as follows:
1、 Basic information of raised funds
According to the reply of China Securities Regulatory Commission on Approving the registration of Capitalonline Date Service Co.Ltd(300846) issuing shares to specific objects (zjxk [2021] No. 2717), the company (hereinafter referred to as “the company”) issued 55 million RMB ordinary shares (A shares) to specific objects at an issue price of 13.00 yuan / share, and the total amount of raised funds was 715000000.00 yuan, After deducting the issuance expenses (excluding value-added tax) of RMB 15858791.27, the net amount of raised funds is RMB 699141208.73. On January 24, 2022, Dahua Certified Public Accountants (special general partnership) issued the capital verification report (Dahua Yan Zi (2022) No. 000037) on the arrival of the funds raised by the company’s stock issuance.
According to the investment plan of the raised funds in the company’s prospectus for the issuance of A-Shares to specific objects in 2021, the raised funds are intended to be used for the following items after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total project investment amount of raised funds proposed investment
1 integrated cloud service platform upgrade project 36875.84 36875.84
2. Construction project of elastic bare metal platform 59801.25 59801.25
3. Supplementary working capital 6500.00 6500.00
No. project name total project investment amount of raised funds proposed investment
Total 103177.09
2、 Details of the adjustment of the investment amount of the raised funds of the raised investment project
The actual net amount of funds raised in this offering is RMB 699141208.73. In order to ensure the construction fund demand of important investment projects with raised funds, the company adjusts the actual amount of funds raised for investment projects with raised funds according to the actual net amount of funds raised. The specific adjustment is as follows:
Unit: 10000 yuan
S / n project name after adjustment of total project investment
Investment amount of raised funds
1 integrated cloud service platform upgrade project 36875.84 17892.03
2. Construction project of elastic bare metal platform 59801.25 45522.09
3. Supplementary working capital 6500.00 6500.00
Total 103177.09 69914.12
3、 The impact of this adjustment on the company of the use amount of raised funds of raised investment projects
The company’s adjustment of the use amount of the raised funds of the raised investment project this time is a prudent decision made according to the implementation of the raised investment project and the actual net amount of the raised funds, which is in line with the actual situation of the company’s development. There is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and will not have a significant adverse impact on the normal operation of the company. This adjustment is conducive to improving the use efficiency of the company’s raised funds and optimizing the company’s resource allocation, which is in line with the long-term interests of the company and the interests of all shareholders.
The company will strengthen the supervision of the construction progress of relevant projects to improve the use efficiency of the raised funds. The company will strictly abide by relevant regulations on the use of raised funds, strengthen internal and external supervision on the use of raised funds, and ensure the legal and effective use of raised funds.
4、 Relevant review procedures and opinions
(I) opinions of the board of directors
The third meeting of the 5th board of directors of the company deliberated and approved the proposal on adjusting the amount of funds raised for the project of issuing shares to specific objects, and agreed to adjust the amount of funds raised for the project of issuing shares to specific objects according to the actual net amount of funds raised by the company and the actual business development of the company.
(II) opinions of the board of supervisors
The third meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on adjusting the amount of funds raised for projects invested by issuing shares to specific objects. After review, the board of supervisors believes that this adjustment is to ensure the smooth implementation of the investment project with raised funds. According to the actual net amount of funds raised by the company’s issuance of shares to specific objects and the actual operation and development of the company, the amount of funds used for the investment project with raised shares to specific objects is adjusted, The adjustment is in line with the actual business needs of the company and the provisions of relevant laws, regulations and normative documents, and in line with the interests of the company and all shareholders.
The board of supervisors agreed that the company should adjust the amount of funds raised for projects invested with raised funds. (III) opinions of independent directors
After verification, the independent directors believe that: according to the actual net amount of funds raised by the company’s issuance of shares to specific objects and the actual business development of the company, the amount of funds used in the project of raising and investing shares to specific objects is adjusted, which is in line with the actual business needs of the company and the provisions of relevant laws, regulations and normative documents, and in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders, and the decision-making and deliberation procedures are legal and compliant. Approve the company to adjust the use amount of raised funds for raised investment projects. 5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the adjustment of the use amount of raised funds of the company’s raised investment projects has been deliberated and approved at the third meeting of the Fifth Board of directors and the third meeting of the Fifth Board of supervisors, and the independent directors have expressed their consent, Comply with the relevant provisions of 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 guidelines for the self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, and the Listing Rules of Shenzhen Stock Exchange on the gem (revised in December 2020). The recommendation institution agrees to the company’s adjustment of the amount of funds raised for the equity investment project of issuing shares to specific objects.
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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 Capitalonline Date Service Co.Ltd(300846) adjusting the use amount of raised funds for equity investment projects issuing shares to specific objects) sponsor representative:
Ma Xiaofeng, Huang Xinyan
Citic Securities Company Limited(600030) mm / DD / yy
