About Yonyou Network Technology Co.Ltd(600588)
Verification opinions on using some idle raised funds for cash management
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) as a sponsor of Yonyou Network Technology Co.Ltd(600588) (hereinafter referred to as ” Yonyou Network Technology Co.Ltd(600588) ” or “company”) non-public offering of a shares, In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the stock listing rules of Shanghai Stock Exchange and other relevant provisions, the cash management of Yonyou Network Technology Co.Ltd(600588) using some idle raised funds has been carefully verified. The details are as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Yonyou Network Technology Co.Ltd(600588) non-public development of shares (zjxk [2021] No. 2973) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company is approved to issue no more than 490579717 new shares in a non-public manner. On January 11, 2022, the company completed the issuance of 165835214 RMB ordinary shares (A shares) to 17 specific investors in the form of non-public issuance of shares, with the issuance price of 31.95 yuan / share, the total amount of funds raised is 529843508730 yuan, after deducting the issuance cost of 4090745380 yuan (excluding value-added tax), and the net amount of funds raised is 525752763350 yuan. All the above raised funds have been in place. Tianyuanquan Certified Public Accountants (special general partnership) verified the availability of funds for the company’s non-public offering of shares, and issued the capital verification report of Yonyou Network Technology Co.Ltd(600588) non-public offering of RMB common shares (A shares) No. [2022] China Vanke Co.Ltd(000002) on January 17, 2022.
In order to standardize the management of raised funds, the company has stored the raised funds in a special account in accordance with the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and relevant regulations, and signed the tripartite supervision agreement on the storage of raised funds and the quadripartite supervision agreement on the storage of raised funds with the sponsor and the deposit bank of raised funds.
2、 Use of raised funds and idle reasons
According to the Yonyou Network Technology Co.Ltd(600588) 2020 plan for non-public development of A-Shares (Second Revision) disclosed by the company on December 30, 2020, the funds raised in this non-public offering, after deducting the issuance expenses excluding value-added tax, are intended to be used to invest in the following projects:
Unit: 10000 yuan
No. project name total project investment amount of raised funds proposed investment
1. Yonbip construction project of UFIDA business innovation platform 45971 Zhejiang Jinke Tom Culture Industry Co.Ltd(300459) 71300
2. Phase III R & D center construction project of UFIDA Industrial Park (Nanchang) 62787005869625
3. Replenishing working capital and repaying bank loans 734351734351
Total 5298435152575276
As the construction of the project invested with raised funds (hereinafter referred to as “the project invested with raised funds”) needs a certain period, according to the construction progress and capital investment plan of the project invested with raised funds, some of the raised funds are idle at this stage.
3、 Basic information of cash management by using some idle raised funds this time
(I) investment purpose
In order to further improve the use efficiency of funds and make rational use of idle raised funds, the company plans to use idle raised funds for cash management without affecting the normal progress of raised investment projects, so as to increase capital benefits and better maintain and increase the value of the company’s funds.
(II) fund source: some idle raised funds
(III) investment varieties
On the premise of ensuring liquidity and capital security, the company will strictly control risks and strictly evaluate financial products according to relevant regulations. Investment products include but are not limited to financial products with high security, good liquidity and principal guaranteed period of less than 12 months issued by commercial banks and other financial institutions (including seven-day call deposits, large amount transferable certificates of deposit, etc.), And the investment product shall not be used for pledge.
(IV) investment amount and term
The company plans to conduct cash management on the idle raised funds of no more than 180 million yuan (including this amount) without affecting the construction of raised investment projects and the use of raised funds. The service life is valid within one year from the date of adoption of the resolution of the board of directors. Within the above amount and validity period, the funds can be used on a rolling basis. The cash management of idle raised funds shall be returned to the special account for raised funds upon expiration.
(V) implementation mode and authorization
Within the scope and validity of the quota, the board of directors authorizes the management of the company to exercise relevant investment decision-making power and sign relevant documents. The specific investment activities shall be organized and implemented by the financial department and the investment account shall be established.
(VI) information disclosure
The subsequent companies will timely fulfill the obligation of information disclosure in accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation. 4、 Investment risk and risk control measures
(I) investment risk
The company uses idle raised funds for cash management and plans to choose cash management products of low-risk investment varieties. However, the financial market is greatly affected by macro-economy, and there may be certain investment risks due to policy changes, market fluctuations, force majeure, accidents and other factors.
(II) risk control measures
According to the requirements of relevant laws and regulations, the company has formulated the following internal control measures:
1. The company will strictly abide by the principle of prudent investment, focusing on financial products with high safety, good liquidity and guaranteed principal. Investment products shall not be pledged, and the investment period shall not exceed 12 months.
2. Strictly implement investment implementation procedures, authorize the company’s management to exercise investment decision-making power and be responsible for signing relevant contract documents.
3. The company will timely track the investment direction of financial products according to the market situation. If potential risk factors are found, the company will organize evaluation, and timely take corresponding preservation measures according to the evaluation results to control the investment risk.
4. The internal audit department of the company shall audit and supervise the use of funds every six months, regularly inspect financial products, and timely report the inspection results to the audit committee of the board of directors.
5. The company’s independent directors, the board of supervisors and the recommendation institution have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
6. The company will disclose the purchase and profit and loss of financial products during the reporting period in the regular report in accordance with the relevant provisions of Shanghai Stock Exchange.
5、 Impact on the company
The company plans to use idle raised funds of no more than RMB 180 million (including this amount) for cash management, accounting for 49.0% of the company’s monetary funds as of September 30, 2021, which will not have a significant impact on the company’s future main business, financial status, operating results and cash flow. The company does not buy large financial products while bearing large liabilities. The main financial data of the company in the latest year and another period are as follows: unit: Yuan
Project September 30, 2021 (Unaudited) December 31, 2020 (audited)
Total assets 1685337449516950263178
Total liabilities 95131427468402987435
Net assets attributable to parent 65733924417542940505
Project January September 2021 (Unaudited) January December 2020 (audited)
Cash from operating activities – 8050822301613019564
Net flow
The company plans to use part of the temporarily idle raised funds for cash management, which is implemented on the premise of ensuring the funds required by the company’s raised investment projects and ensuring the safety of the raised funds, and will not affect the normal operation of the company’s raised investment project construction or the development of the company’s main business. At the same time, the use of idle raised funds for cash management is conducive to improving the deposit income of raised funds and seeking more return on investment for the company and shareholders.
4、 The internal decision-making procedure of replacing self raised funds invested in advance with raised funds
(I) deliberations of the board of directors
The company held the 31st meeting of the 8th board of directors on March 7, 2022, deliberated and approved the proposal of the company on using part of the idle raised funds for cash management, and agreed that the company would conduct cash management on the idle raised funds of no more than 180 million yuan (including this amount), and the service life would be valid within one year from the date of adoption of the resolution of the board of directors, Within the above quota and validity period, the funds can be used on a rolling basis.
(II) deliberation of the board of supervisors
The company held the 22nd Meeting of the 8th board of supervisors on March 7, 2022, deliberated and passed the proposal of the company on using some idle raised funds for cash management.
(III) opinions of independent directors
The company uses the idle raised funds of no more than RMB 180 million (including this amount) for cash management, which is conducive to improving the cash management income of the idle raised funds, does not affect the normal implementation of the investment projects of the raised funds, does not change the purpose of the raised funds in a disguised manner, and will not affect the normal development of the company’s main business. The proposal has fulfilled the necessary deliberation and decision-making procedures and complies with the provisions of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shanghai Stock Exchange and the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, There is no situation that damages the interests of the company and shareholders, especially minority shareholders. We agree to the motion.
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The proposal of the company to use part of the idle raised funds for cash management this time is conducive to improving the cash management income of the idle raised funds. There is no change or disguised change in the purpose of the raised funds and damage to the interests of shareholders, and will not affect the normal progress of the investment projects of the raised funds. The above matters have been deliberated and approved at the 31st meeting of the 8th board of directors and the 22nd Meeting of the 8th board of supervisors, and necessary legal procedures have been performed, It complies with the requirements of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the self-discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, 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 recommendation institution has no objection to Yonyou Network Technology Co.Ltd(600588) this use of some idle raised funds for cash management.
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