Securities code: 300846 securities abbreviation: Capitalonline Date Service Co.Ltd(300846) Announcement No.: 2022-042 Capitalonline Date Service Co.Ltd(300846)
Announcement on the resolution of the fourth meeting of the Fifth Board of directors
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.
1、 Meetings held
The fourth meeting of the Fifth Board of directors of Capitalonline Date Service Co.Ltd(300846) (hereinafter referred to as “the company”) was held in the company’s conference room on February 25, 2022 in a combination of on-site and communication. The notice of the meeting was sent to all directors by mail on February 18, 2022, and all Directors confirmed receipt. The meeting was presided over by Mr. Qu Ning, chairman of the company. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. The convening, convening and proposal deliberation procedures of this meeting comply with the company law of the people’s Republic of China, the Capitalonline Date Service Co.Ltd(300846) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, and the meeting procedures and results are legal and effective.
2、 Voting at the meeting
After deliberation by the directors attending the meeting, the following proposals were adopted by voting:
(I) deliberated and passed the proposal on increasing the implementation location of raised investment projects
Based on the company’s future business development plan, in order to improve the product layout and expand the market, the company issues shares to specific objects, and the integrated cloud service platform upgrade project plans to add Suzhou and Shanghai in Jiangsu Province as the implementation sites; The elastic bare metal platform construction project plans to add Dongguan City of Guangzhou Province, Jinhua City of Zhejiang Province, Chongqing City, Xi’an city of Shaanxi Province, Fuzhou City of Fujian Province, Suqian City of Jiangsu Province, Meishan City of Sichuan Province, Xiangyang City of Hubei Province, Guiyang city of Guizhou Province, Qingdao city of Shandong Province, Hohhot city of Inner Mongolia Autonomous Region, Jinchang city of Gansu Province, Quzhou City of Zhejiang Province, Loudi City of Hunan Province Liuzhou City, Guangxi Province, Luoyang City, Henan Province, Baoding City, Hebei Province, Zhongwei City, Ningxia Hui Autonomous Region and Jinan City, Shandong Province were the implementation sites.
In addition to the above increased implementation locations, the implementation subject, total investment amount and purpose of the raised funds of the project remain unchanged, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders, especially minority shareholders.
Voting: 7 votes in favor; 0 votes against; The motion was passed with 0 abstention.
The independent directors of the company have expressed their independent opinions on this proposal, and the recommendation institution has issued its verification opinions. For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Announcement on increasing the implementation location of raised investment projects.
(II) deliberated and passed the proposal on capital increase of wholly-owned subsidiaries in Singapore
Due to the rapid development of the company’s overseas business, based on the current industry development status and the company’s development plan, and in combination with the actual situation of the company, it is agreed that the company will increase the capital of SGD 450000 to intercity interconnection (Singapore) Co., Ltd. (hereinafter referred to as “intercity interconnection”), a wholly-owned subsidiary of Singapore, to support the development of the company’s overseas business. After the capital increase, the registered capital of intercity Internet will increase to S $900000.
Voting results: 7 in favor, 0 against and 0 abstention. The proposal was adopted.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Announcement on capital increase of wholly owned subsidiaries in Singapore.
(III) deliberated and passed the proposal on using raised funds to replace self raised funds for investment projects invested with raised funds in advance
As of February 15, 2022, the actual investment amount of the company’s self raised funds into the raised funds investment projects in advance is RMB 17.3948 million. In view of the fact that the funds raised in this non-public offering have arrived, it is agreed that the company will use the raised funds to replace the funds invested in the raised projects with self raised funds in advance, with a replacement amount of 17.3948 million yuan.
Voting: 7 votes in favor; 0 votes against; The motion was passed with 0 abstention.
The independent directors of the company have expressed their independent opinions on this proposal, and the recommendation institution has issued its verification opinions. For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Announcement on using raised funds to replace self raised funds for investment projects invested with raised funds in advance.
(IV) deliberated and passed the proposal on cash management with temporarily idle raised funds
Since the construction of projects invested with raised funds needs a certain period and the funds need to be invested gradually, in order to improve the use efficiency of raised funds, on the premise of not affecting the construction of projects invested with raised funds and effectively controlling risks, the company will use the temporarily idle raised funds of no more than 600 million yuan for cash management in combination with the implementation progress of projects invested with raised funds, so as to ensure high investment safety Cash management products with 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.
Voting: 7 votes in favor; 0 votes against; The motion was passed with 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation. The independent directors of the company have expressed their independent opinions on this proposal, and the sponsor has issued their verification opinions. For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Announcement on cash management with temporarily idle raised funds. (V) deliberated and passed the proposal on cash management with temporarily idle self owned funds
In order to improve the use efficiency of the company’s temporarily idle self owned funds, reduce financial costs and create greater economic benefits, it is agreed that the company and its subsidiaries use part of the temporarily idle self owned funds for cash management without affecting the company’s normal operating capital demand and ensuring capital safety, with a total amount of no more than 200 million yuan and an investment period of no more than 12 months, The company and its subsidiaries can be recycled and used within the limit and term. Authorize the company’s management to exercise investment decision-making power within the limit and sign relevant legal documents.
Voting: 7 votes in favor; 0 votes against; The motion was passed with 0 abstention.
The independent directors of the company have expressed their independent opinions on this proposal, and the recommendation institution has issued its verification opinions. For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Announcement on cash management with temporarily idle self owned funds.
(VI) the proposal on convening the third extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company plans to hold the third extraordinary general meeting of shareholders in 2022 at Room 401, building 9, yard 18, ziyue Road, Chaoyang District, Beijing at 14:30 p.m. on Monday, March 14, 2022 to consider the proposal on cash management with temporarily idle raised funds;
The shareholders’ meeting was held by combining on-site and online voting. The equity registration date is Tuesday, March 8, 2022.
Voting result: 7 votes in favor; 0 votes against; The motion was passed with 0 abstention.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Notice on convening the third extraordinary general meeting of shareholders in 2022.
3、 Documents for future reference
(I) resolution of the Capitalonline Date Service Co.Ltd(300846) 4th meeting of the 5th board of directors;
(II) independent opinions of independent directors on Capitalonline Date Service Co.Ltd(300846) the fourth meeting of the Fifth Board of directors;
(III) assurance report on Capitalonline Date Service Co.Ltd(300846) pre investment of raised capital investment projects with self raised funds (dahuahezi [2022] No. 001598);
(IV) verification opinions of Citic Securities Company Limited(600030) on Capitalonline Date Service Co.Ltd(300846) on increasing the implementation location of raising investment projects to specific objects;
(V) 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 projects;
(VI) 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
