Securities code: 300846 securities abbreviation: Capitalonline Date Service Co.Ltd(300846) Announcement No.: 2022-047 Capitalonline Date Service Co.Ltd(300846)
On the use of temporarily idle raised funds
Announcement of cash management
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Capitalonline Date Service Co.Ltd(300846) (hereinafter referred to as "the company" or " Capitalonline Date Service Co.Ltd(300846) ") held the fourth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors on February 25, 2022, deliberated and adopted the proposal on cash management with temporarily idle raised funds, and agreed that the company would not affect the construction of investment projects and the operation of the company with raised funds and effectively control risks, Combined with the actual business 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. This proposal needs to be submitted to the general meeting of shareholders of the company, and 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. The specific situation is hereby announced 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. January 24, 2022, Dahua Certified Public Accountants (special general partnership) has issued the capital verification report (dahuayan No. 2 - regulatory requirements for the management and use of raised funds of listed companies) and other relevant provisions on the arrival of the funds raised by the company's stock issuance. The company has deposited the raised funds in the special account for raised funds and cooperated with Citic Securities Company Limited(600030) (hereinafter referred to as the "sponsor") The deposit bank of raised funds has jointly signed a tripartite supervision agreement, and the company has deposited all the raised funds into the special account for raised funds management.
2、 Use of raised funds
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:
No. project name total investment amount proposed to be invested in raised funds (10000 yuan) (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.
On February 15, 2022, the company held the third meeting of the Fifth Board of directors and the third meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on adjusting the amount of funds raised by issuing shares to specific objects, and agreed that according to the actual net amount of funds raised by 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:
Total amount to be invested (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
(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, on the premise of not affecting the construction of the investment projects of the raised funds and the normal production and operation of the company, the rational use of some temporarily idle raised funds for cash management can increase the 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. The company uses the temporarily idle raised funds for cash management, which does not involve related party transactions.
(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 rules for the listing of shares on the gem 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
Capitalonline Date Service Co.Ltd(300846) the use of temporarily idle raised funds for cash management has been deliberated and approved 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 Shenzhen Stock Exchange gem shares, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and other relevant provisions. The recommendation institution agrees that the company will use the idle raised funds for cash management.
9、 Documents for future reference
(I) resolution of the Capitalonline Date Service Co.Ltd(300846) 4th meeting of the 5th board of directors; (II) resolution of the Capitalonline Date Service Co.Ltd(300846) 4th meeting of the 5th board of supervisors; (III) independent opinions of independent directors on Capitalonline Date Service Co.Ltd(300846) the fourth meeting of the Fifth Board of directors;
(IV) verification opinions of Citic Securities Company Limited(600030) on Capitalonline Date Service Co.Ltd(300846) on cash management with temporarily idle raised funds.
It is hereby announced.
Capitalonline Date Service Co.Ltd(300846) board of directors February 26, 2022
