Citic Securities Company Limited(600030)
About Capitalonline Date Service Co.Ltd(300846)
Use the raised funds to replace the projects invested in advance
Verification opinions on self 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 growth enterprise market 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 of listed companies, the verification opinions on Capitalonline Date Service Co.Ltd(300846) the use of raised funds to replace the self raised funds of pre invested projects 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 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) (hereinafter referred to as “Dahua”) 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, the company has deposited the raised funds in the special account for raised funds in accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules 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 company has signed a tripartite supervision agreement with Citic Securities Company Limited(600030) (hereinafter referred to as the “sponsor”) and the deposit bank of raised funds, and 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
According to the capital plan, the raised funds are intended to be used for the following items after deducting the issuance expenses:
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 raise funds by itself according to the actual situation of the project progress
Invest in advance and replace it according to the procedures specified in relevant laws and regulations after the raised funds are in place.
If the net amount of funds actually raised in this offering is lower than the amount of funds to be invested, the company will
The net amount of raised funds shall be adjusted and the specific investment of the raised funds shall be finally determined according to the priorities of the project
Projects, priorities and specific investment amount of each project, and the insufficient part shall be solved by the issuer with its 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
The meeting deliberated and adopted the regulation on adjusting the amount of funds raised for projects invested by raising shares to specific objects
According to the actual net amount of funds raised by the company by issuing shares to specific objects and the actual situation of the company
According to the business development, the fund use amount of the investment project of raising funds by issuing shares to specific objects (hereinafter referred to as the “raised investment project”) shall be adjusted. 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
2、 Advance investment of self raised funds in raised investment projects and replacement arrangements
According to the report on Capitalonline Date Service Co.Ltd(300846) issued by Dahua on February 25, 2022
Assurance report on investment projects invested with raised funds in advance with self raised funds (dahuhe Zi [2022] 001598)
No.), as of February 15, 2022, the company has invested the actual amount of the investment projects with raised funds in advance with self raised funds
The international investment amount is 17.3948 million yuan, and the self raised funds and the proposed replacement amount of the raised investment projects have been invested in advance
The situation is as follows:
No. project name amount to be invested in raised funds amount invested in self raised funds amount to be replaced this time (10000 yuan) (10000 yuan) (10000 yuan)
1 integrated cloud service platform upgrade project 17892.03 1243.44 1243.44
2 construction project of elastic bare metal platform 45522.09 496.04 496.04
No. project name amount to be invested in raised funds amount invested in self raised funds amount to be replaced this time (10000 yuan) (10000 yuan) (10000 yuan)
Total 63414.12 1739.48 1739.48
The company used the raised funds to replace the self raised funds of 17.3948 million yuan invested in the raised projects in advance, which helped
To improve the efficiency of the company’s capital use.
This replacement does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the investment project with raised funds, nor does it change the investment direction of raised funds and damage shares in a disguised manner
East Asian interests. The replacement time of the raised funds is no more than 6 months from the arrival time of the raised funds
Comply with relevant provisions of laws and regulations.
3、 Decision making procedures for the implementation of this replacement and opinions of relevant institutions
(I) opinions of the board of directors of the company
On February 25, 2022, the company held the fourth meeting of the Fifth Board of directors and deliberated and adopted the
The proposal of replacing the self raised funds invested in the raised investment projects in advance with the raised funds agrees the company to use the raised funds to purchase the funds
Replace the self raised fund of 17.3948 million yuan that has been invested in the raised investment project in advance.
(II) opinions of the board of supervisors of the company
On February 25, 2022, the company held the fourth meeting of the Fifth Board of supervisors and deliberated and adopted the
Proposal on replacing self raised funds of pre invested projects with raised funds. After examination, the board of supervisors of the company held that the company’s use of the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance will not affect the operation of the raised investment projects
Normally, there is no disguised change in the investment direction of the raised funds and damage to the interests of shareholders. The company raised funds by itself
The amount of the fund invested in the raised investment project in advance has been specially reviewed by Dahua Certified Public Accountants (special general partnership). book
The relevant deliberation and decision-making procedures for the replacement of the raised funds are legal and compliant, and the replacement time is before the arrival of the raised funds
No more than 6 months. Therefore, the board of supervisors agreed that the company would use the raised funds to replace the projects invested in the raised funds in advance
The self raised fund is 17.3948 million yuan.
(III) opinions of independent directors
Upon review, the independent directors of the company unanimously agreed that the raised funds of the company have been invested in advance
The purpose is to raise funds by itself, and the examination and approval procedures are legal and compliant, which will not conflict with the implementation plan of the raised investment project and will not affect the raised investment
The normal implementation of fund-raising investment projects does not change the investment direction of the raised funds in a disguised form or damage the interests of shareholders
In addition, the replacement of the raised funds complies with the Listing Rules of Shenzhen Stock Exchange gem and the Listing Rules of listed companies
Regulatory guidelines No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other relevant laws and regulations
Provisions of normative documents. The independent directors unanimously agree that the company will replace the projects invested in advance with the raised funds
Self raised funds.
(IV) verification report of accounting firm
According to the assurance report on Capitalonline Date Service Co.Ltd(300846) pre investment of raised funds in investment projects with self raised funds (dahuhe Zi [2022] No. 001598) issued by Dahua, Dahua believes that the special instructions for Capitalonline Date Service Co.Ltd(300846) investment projects invested with raised funds in advance with self raised funds prepared by the management of Capitalonline Date Service Co.Ltd(300846) 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 of listed companies, and the listing rules of GEM stocks of Shenzhen Stock Exchange, In all major aspects, it fairly reflects the situation that Capitalonline Date Service Co.Ltd(300846) has invested the raised funds in advance with self raised funds as of February 15, 2022.
4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Capitalonline Date Service Co.Ltd(300846) the replacement of self raised funds that have been invested in the raised capital investment project in advance with the raised funds is in line with the planned use of the raised funds disclosed and promised in its 2021 prospectus for the issuance of A-Shares to specific objects and the proposal on adjusting the use amount of raised funds for the raised capital investment project of issuing shares to specific objects, There is no disguised change in the investment direction of the raised funds and damage to the interests of shareholders, Capitalonline Date Service Co.Ltd(300846) the above-mentioned use plan of the raised funds was reviewed and approved by the board of directors and the board of supervisors of the company, the independent directors issued explicit consent opinions, and Dahua Certified Public Accountants (special general partnership) conducted special review and performed necessary legal 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 funds raised by listed companies, and the Listing Rules of Shenzhen Stock Exchange on the gem. The recommendation institution agrees that the company will use the raised funds to replace the self raised funds invested in the investment projects with the raised funds in advance.
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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) using raised funds to replace self raised funds of pre invested raised projects)
Sponsor representative:
Ma Xiaofeng, Huang Xinyan
Sponsor: Citic Securities Company Limited(600030) mm / DD / yy
