China Securities Co.Ltd(601066)
About Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. increasing the implementation subject of raised investment projects
And verification opinions on the use of raised funds to increase the capital of the wholly-owned subsidiary of the company
China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities" or "the sponsor") as a continuous supervision and recommendation institution for Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as " Beijing Career International Co.Ltd(300662) " or "the company") to issue shares to specific objects, in accordance with the administrative measures for securities issuance and listing recommendation business and the Listing Rules of GEM stocks of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and other relevant provisions have carefully verified the implementation of the company's increase in raised investment projects and the use of raised funds to increase the company's wholly-owned subsidiaries, The specific verification opinions are as follows: I. Basic information of raised funds
Reply on approving Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. to issue shares to specific objects for registration issued by China Securities Regulatory Commission on April 22, 2021 (zjxk [2021] No. 1425). Approve the registration application of the company for issuing shares to specific objects.
The company issued 14094955 shares to specific objects, with a par value of 1 yuan per share and an issue price of 53.92 yuan per share. The total amount of funds raised was 75999973.60 yuan. After deducting 11886698.11 yuan of issuance expenses excluding tax, the net amount of funds raised was 748113275.49 yuan. ShineWing Certified Public Accountants (special general partnership) verified the availability of the above raised funds and issued the corresponding capital verification report (xyzh / 2021bjaa20593).
In order to standardize the management of the company's raised funds and protect the rights and interests of investors, the company opened a special account for raised funds and signed the tripartite supervision agreement on raised funds with China Minsheng Banking Corp.Ltd(600016) Beijing Branch, China Everbright Bank Company Limited Co.Ltd(601818) Beijing Branch and China Securities Co.Ltd(601066) respectively.
According to the prospectus, the company intends to invest in the following projects after deducting the issuance expenses from the raised funds from the issuance of shares to specific objects:
Unit: 10000 yuan
No. project name total investment of the project amount of raised funds to be invested
No. project name total investment of the project amount of raised funds to be invested
1 digital transformation human capital platform construction project 46777.72 31811.33
2. Group informatization upgrading construction project 32490.80 23000.00
3. Supplementary working capital 20000.00 20000.00
Total 99268.52 74811.33
2、 Relevant information about the implementation subject of the proposed raised investment project
(I) brief introduction to the newly added implementation entities of the investment project with raised funds
On February 17, 2022, Beijing Career International Co.Ltd(300662) the seventh meeting of the third board of directors and the sixth meeting of the third board of supervisors deliberated and adopted the proposal on increasing the implementation subject of raised investment projects and the wholly-owned subsidiary of the company with raised funds, (1) Agree to increase the wholly-owned subsidiary of the company, Kerui digital technology (Suzhou) Co., Ltd. (hereinafter referred to as "Kerui digital technology") as the implementation subject of the company's fund-raising project "group information upgrading construction project" and "digital transformation human capital platform construction project", and increase the capital of Kerui digital technology with the raised capital by 50 million yuan; (2) It is agreed to increase Suzhou jupin Network Technology Co., Ltd. (hereinafter referred to as "Suzhou jupin"), a wholly-owned subsidiary of the company, as the implementation subject of the company's raised investment project "digital transformation human capital platform construction project", and increase its capital by 70 million yuan with the raised funds.
At the same time, the seventh meeting of the third board of directors of the company passed the proposal on the establishment of special accounts for raised funds by wholly-owned subsidiaries and the signing of relevant supervision agreements for raised funds. Based on the above arrangements for the use of raised funds, it was agreed that Kerui digital technology and Suzhou jupin, the main implementation entities of the proposed new raised investment project, would open special accounts for raised funds in China Everbright Bank Company Limited Co.Ltd(601818) Beijing branch or China Minsheng Banking Corp.Ltd(600016) Beijing Branch, and agreed that the company Kerui digital division, Suzhou jupin, China Securities Co.Ltd(601066) securities and China Minsheng Banking Corp.Ltd(600016) Beijing Branch signed the five party supervision agreement on raised funds; And agreed that the company, Kerui digital division, China Securities Co.Ltd(601066) securities and China Everbright Bank Company Limited Co.Ltd(601818) Beijing Branch sign the four party supervision agreement on raised funds.
In accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, the articles of association, the management system of raised funds of the company and other relevant provisions, The implementation subject of this increase in raised investment projects and the capital increase of wholly-owned subsidiaries with raised funds have been deliberated and approved at the seventh meeting of the third board of directors of the company. This matter does not exceed the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. This capital increase is not a related party transaction and does not constitute a major asset reorganization.
(II) reasons for the new implementation subject of the investment project with raised funds
Adding a wholly-owned subsidiary of the company as the implementation subject can give full play to the company's personnel advantages and R & D technology advantages, better integrate the company's resources, accelerate the implementation progress of raised investment projects, and improve the use efficiency of raised funds, which is in line with the actual needs of the company. Based on the actual operation of the company and the development planning of "group information upgrading construction project" and "digital transformation human capital platform construction project", and considering the business and technical advantages of wholly-owned subsidiaries Kerui Digital Technology Co., Ltd. and Suzhou jupin, it is planned that these wholly-owned subsidiaries will undertake the following project construction contents: 1 In the raised investment project of "group informatization upgrading construction project", the main construction contents of Kerui digital section will focus on the company's office collaborative support, group management application, group strategic decision-making and data storage, data computing power, data security and so on.
2. In the raised investment project of "digital transformation human capital platform construction project", Kerui Digital Division will be responsible for the construction of regional talent digital comprehensive management system, mainly building regional talent digital comprehensive management system, and organically integrating human resource supply chain ecological platform, smart cloud recruitment platform Human resource management platform and other three application platforms, and embedded in the talent data center, AI center and other digital center, integrated digital integrated management system.
3. In the raised investment project of "digital transformation human capital platform construction project", Suzhou jupin will be responsible for the construction of human resources supply chain ecological platform, mainly building the related businesses of "hefrog crowdsourcing" platform, including: human resources supply chain ecological order business subsystem, human resources supply chain ecological transaction subsystem Human resources supply chain ecological platform operation management subsystem.
(III) the implementation method of the implementation subject of the new raised investment project
In order to facilitate the management of raised funds and promote the smooth implementation of raised investment projects:
1. The company plans to use the funds raised by the "group informatization upgrading construction project" to increase the capital of Kerui digital branch, the main body of the new raised investment project, by 20 million yuan for the raised investment project of the "group informatization upgrading construction project", mainly focusing on the company's office collaborative support, group management application, group strategic decision-making, data storage, data computing power Data security and other aspects.
2. The company plans to use the funds raised by the "digital transformation human capital platform construction project" to increase the capital of Kerui digital division, the main body of the new raised investment project, by 30 million yuan for the construction of regional talent digital comprehensive management system in the "digital transformation human capital platform construction project".
3. The company plans to use the funds raised by the "digital transformation human capital platform construction project" to increase the capital of 70 million yuan in Suzhou, the implementation subject of the new raised investment project, for the construction of human resources supply chain ecological platform in the "digital transformation human capital platform construction project".
For the above capital increase, the company will sign relevant regulatory agreements and conduct special account management with Kerui digital division and Suzhou jupin. In addition to the above changes, the total investment, raised capital investment and construction content of the project will not change.
The details are as follows:
Sn project name implementation entity before adding implementation entity before adding
1. Digital transformation human capital platform Beijing Career International Co.Ltd(300662) Beijing Career International Co.Ltd(300662) and construction project of Kerui digital division and Suzhou jupin
2. Group informatization upgrading construction project Beijing Career International Co.Ltd(300662) Beijing Career International Co.Ltd(300662) and Kerui Digital Division
3、 Basic information of the new implementation subject and capital increase object
(I) newly added implementation subject I: Kerui digital technology (Suzhou) Co., Ltd. name of Kerui digital technology enterprise establishment date: September 19, 2014 legal representative: Li yuezhang
Registered address of Suzhou Xinghu Industrial Park: 328-10, Xinghu Street
Registered capital: 50 million yuan
Licensed projects: Class II value-added telecommunications services; Professional intermediary activities (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results) general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Soft parts development; Network technology services; Computer system services; Information technology consulting services; Internet data services; Network and information security software development; Software sales; Human resources services (excluding professional intermediary activities and labor dispatch services); Financial consultation; Tax services; Business agency services; Conference and exhibition services; Enterprise management consulting; Information consulting services (excluding licensed information consulting services) (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
The relevant main financial indicators of Kerui digital department are as follows:
Unit: 10000 yuan
Project December 31, 2021 / year 2021
Total assets 11729.51
Total liabilities 5532.75
Total owner's equity 6196.75
Operating income: 8287.87
Net profit 1976.45
Net cash flow from operating activities 2195.54
Note: the above data has not been audited
(II) new implementation subject 2: Suzhou jupin enterprise name Suzhou jupin Network Technology Co., Ltd. establishment date: June 26, 2018 legal representative: Duan Lixin
Registered address: 2-b405, creative industry park, No. 328, Xinghu street, Suzhou Industrial Park
Registered capital: RMB 2 million
Technology development, technology transfer, technical consultation and technical services in the field of network technology and computer software; Computer sales; Software development; Enterprise management consulting, talent intermediary services, investment consulting, cultural and art business scope, art exchange activity planning, exhibition and display services; Computer information system integration. (for projects subject to approval according to law, business activities can only be carried out after being approved by relevant departments) licensed projects: Class II value-added telecommunications services (for projects subject to approval according to law, business activities can only be carried out after being approved by relevant departments, and the specific business projects shall be subject to the approval results)
The main financial indicators related to Suzhou jupin are as follows:
Unit: 10000 yuan
Project December 31, 2021 / year 2021
Total assets
