Citic Securities Company Limited(600030)
About Capitalonline Date Service Co.Ltd(300846)
Verification opinions on cash management with temporarily idle raised funds
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) as a sponsor of Capitalonline Date Service Co.Ltd(300846) (hereinafter referred to as ” Capitalonline Date Service Co.Ltd(300846) ” and “company”) issuing A-share shares to specific objects in 2021, in accordance with the administrative measures for securities issuance and listing recommendation business and the Listing Rules of GEM stocks of Shenzhen Stock Exchange According to the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the verification opinions on the cash management of Capitalonline Date Service Co.Ltd(300846) the temporarily idle raised funds are as follows:
1、 Basic information of raised funds
According to the reply of China Securities Regulatory Commission on approving Capitalonline Date Service Co.Ltd(300846) to issue shares to specific objects for registration (zjxk [2021] No. 2717), 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 71500000.00 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 a capital verification report (Dahua Yan Zi [2022] No. 000037) on the arrival of the funds raised by the company’s stock issuance to confirm the arrival of the raised funds.
In order to regulate the management and use of the company’s raised funds and protect the interests of investors, in accordance with the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of stocks on the gem of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other relevant provisions, The company has deposited the raised funds in the special account for raised funds, and signed a tripartite supervision agreement with Citic Securities Company Limited(600030) (hereinafter referred to as the “sponsor”) and the opening bank of raised funds. The company has deposited all the raised funds into the special account for raised funds management.
2、 Use plan of raised funds
According to the fund raised in the company’s prospectus for issuing A-Shares to specific objects in 2021
No. project name total investment (10000 yuan) proposed amount of raised funds (10000 yuan)
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
Total 103177.09
Before the funds raised in this offering are in place, the company will invest in advance with self raised funds according to the actual situation of the project progress, and replace them in accordance with the procedures specified in relevant laws and regulations after the funds raised are in place.
If the actual net amount of funds raised in this offering is lower than the amount of funds to be invested, the company will adjust and finally determine the specific investment projects, priorities and specific investment amount of each project of the raised funds according to the actual net amount of funds raised and the priorities of the projects, and the insufficient part shall be solved by the issuer’s own funds.
The company held the third meeting of the Fifth Board of directors and the third meeting of the Fifth Board of supervisors on February 15, 2022
At the meeting, the proposal on adjusting the amount of funds raised for the project of issuing shares to specific objects was deliberated and adopted, and it was agreed that according to the actual net amount of funds raised by the company’s issuing shares to specific objects and the actual operation and development of the company, Adjust the amount of funds used in the investment project of raising funds by issuing shares to specific objects (hereinafter referred to as “raised investment project”). The specific adjustments are as follows:
No. project name total investment (10000 yuan) proposed amount of raised funds (10000 yuan)
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、 Replacement of self raised funds for projects invested with raised funds in advance
The company held the fourth meeting of the Fifth Board of directors on February 25, 2022, and deliberated and adopted the
The proposal of using the raised funds to replace the self raised funds invested in the raised investment projects in advance agrees that the company uses the raised funds to replace the self raised funds invested in the raised investment projects in advance by 17.3948 million yuan.
4、 The plan of using idle raised funds for cash management this time
(I) investment purpose
Since the construction of projects invested with raised funds needs a certain period and the funds need to be invested gradually, the raised funds will be idle in operation. In order to improve the use efficiency of the raised funds, some temporarily idle raised funds are reasonably used for cash without affecting the construction of the investment projects of the raised funds and the normal production and operation of the company
Management can increase capital income and create greater value for the company and shareholders.
(II) amount and term
If the above-mentioned amount of idle funds (excluding the above-mentioned amount of cash) is approved by the general meeting of shareholders, it can be used for management within 6 months from the date when the above-mentioned amount of idle funds is approved by the general meeting of shareholders.
After the cash management of idle raised funds expires, it will be returned to the special account for raised funds in time.
(III) variety and scope of investment products
Products with high security, good liquidity and maturity of no more than 12 months (including but not limited to cash management products such as agreed deposits, call deposits, time deposits and structured deposits). The products shall not be used for pledge or investment for the purpose of securities investment. The special settlement account for products shall not deposit non raised funds or be used for other purposes. In addition, when using idle raised funds for cash management, the company will strictly abide by the relevant provisions of Shenzhen Stock Exchange on the management of raised funds of listed companies, and the invested products shall not violate the relevant provisions.
(IV) implementation mode
The board of directors of the company requests the general meeting of shareholders to authorize the management of the company to exercise the investment decision-making power within the limit, sign relevant agreements and handle relevant specific matters. The financial department of the company is responsible for organizing the implementation, and the Audit Department of the company is responsible for supervision. The company’s income from using idle raised funds for cash management will be managed and used in strict accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on the regulatory measures for raised funds.
5、 Investment risk analysis and risk control measures
The products purchased by the company for cash management belong to the category of low-risk investment, but it is not excluded that the investment is affected by market fluctuations. For the possible income risk, the company will take the following measures:
1. On the basis of ensuring that the normal production and operation of the company will not be affected, select appropriate products according to the safety, term and income of investment products according to the idle raised funds of the company.
2. The company reviews and evaluates the risks in advance, pays attention to the investment products in time, and analyzes the investment direction of financial products and project progress. If the evaluation finds that there are risk factors that may affect the safety of the company’s funds, the company will take corresponding measures in time to control the investment risks.
3. The Audit Department of the company is responsible for auditing and supervising the use and custody of funds.
4. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
5. The company will timely perform relevant information disclosure obligations in accordance with relevant regulations.
6、 Impact of cash management on the company
The company’s cash management with temporarily idle raised funds is carried out on the premise of ensuring the progress of the company’s investment projects with raised funds, the normal operation of the company and the safety of funds, and does not affect the development and normal production and operation of the company’s investment projects with raised funds; At the same time, through appropriate cash management, we can improve the efficiency of capital use, obtain certain investment income and create greater value for shareholders. There is no conflict with the implementation plan of the project invested by the raised funds, nor does it change the investment direction of the raised funds in a disguised form.
7、 Relevant approval procedures and special opinions
(I) deliberations of the board of directors
On February 25, 2022, the company held the fourth meeting of the Fifth Board of directors, deliberated and approved the proposal on cash management with temporarily idle raised funds, and agreed that the company, on the premise of not affecting the construction of investment projects and the operation of the company with raised funds and effectively controlling risks, combined with the actual operation situation, Use the temporarily idle raised funds of no more than 600 million yuan for cash management to invest in cash management products with high safety, good liquidity, less than one year and low risk. The cash management period shall not exceed 12 months (inclusive) from the date of deliberation and approval by the general meeting of shareholders of the company. During the validity period of the above quota and resolution, the funds can be recycled and used. At the same time, the board of directors of the company will submit to the general meeting of shareholders to authorize the company’s operation and management to exercise the decision-making power within the above quota, sign relevant agreements and handle relevant specific matters.
(II) opinions of independent directors
The company makes rational use of some temporarily idle raised funds for cash management, which helps to improve the use efficiency and income of the company’s funds. There is no behavior of changing the purpose of raised funds in disguise, which does not affect the construction of raised funds and the normal operation of the company, which is in line with the interests of the company and shareholders. The relevant examination and approval procedures 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 and the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and there is no case that damages the interests of minority shareholders.
In conclusion, the independent directors unanimously agreed to the above cash management matters.
(III) deliberation of the board of supervisors
On February 25, 2022, the company held the fourth meeting of the Fifth Board of supervisors, which deliberated and approved the proposal on cash management with temporarily idle raised funds. After review, the board of supervisors held that the decision-making procedures of the company for cash management with temporarily idle raised funds met relevant regulations, and on the premise of ensuring that the construction of raised funds projects would not be affected, The use of idle raised funds of no more than 600 million yuan (including this amount) for cash management is conducive to improving the use efficiency of funds, and there is no situation of changing the investment direction of raised funds in disguise or damaging the interests of shareholders. The board of supervisors approved the company to use the temporarily idle raised funds for cash management.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Capitalonline Date Service Co.Ltd(300846) the use of temporarily idle raised funds for cash management has been deliberated and adopted at the fourth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors, and the independent directors have expressed clear consent. The company has fulfilled the examination and approval procedures for investment decisions, which comply with the articles of association, the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies. The recommendation institution agrees that the company will use the idle raised funds for cash management. (no text below)
(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) using temporarily idle raised funds for cash management)
Sponsor representative:
Ma Xiaofeng, Huang Xinyan
Sponsor: Citic Securities Company Limited(600030) mm / DD / yy
