Verification opinions on Yonyou Network Technology Co.Ltd(600588) using some idle raised funds for cash management and related party transactions
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 Listing Rules of Shanghai Stock Exchange and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, we have carefully verified the cash management and related party transactions of Yonyou Network Technology Co.Ltd(600588) using some idle raised funds. The details are as follows:
1、 Overview of related party transactions
According to the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, in order to make rational use of the raised funds and improve the use efficiency of the raised funds, on the premise of ensuring the safety of the raised funds and not affecting the use of the raised funds investment projects (hereinafter referred to as “raised investment projects”), The company plans to use the idle raised funds of no more than 1400 million yuan (including this amount) to purchase financial products (including time deposits) with high security, good liquidity and guaranteed principal within 12 months from the related party Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank.
The company holds 29.8% equity of Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank; Mr. Wang Wenjing, the chairman of the company, and Mr. Wu Zhengping, the director of the company, served as directors of Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank. According to the Listing Rules of Shanghai Stock Exchange and other relevant provisions, Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank is the related party of the company, and this transaction constitutes a related party transaction. The transaction does not constitute a major asset reorganization of the company, which needs to be submitted to the general meeting of shareholders for deliberation.
As of the disclosure date of this announcement, in the past 12 months, the company has established a special account for raised funds in Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank to deposit 159713 million yuan of raised funds; The total amount of other related party transactions with Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank is 22600 yuan. In addition, there has been no other related party transactions with Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank; Nor has it had similar related party transactions with other related parties.
2、 Overview of the use of raised funds
(I) 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, It has been stored in the designated special account for raising funds under the supervision of the third party.
(II) basic information about the proposed use of some idle raised funds for cash management
1. 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.
2. Source of funds: some idle raised funds.
3. 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 (time deposits, etc.) issued by Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank with high security, good liquidity and guaranteed principal within 12 months, and the investment products shall not be used for pledge.
4. Investment quota and validity period
The company plans to conduct cash management on the idle raised funds of no more than 140 million yuan 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 general meeting of shareholders of the company. 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.
5. Implementation mode
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.
6. 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.
3、 Introduction to related parties
(I) introduction to related party relationship
The company holds 29.8% equity of Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank; Mr. Wang Wenjing, the chairman of the company, and Mr. Wu Zhengping, the director of the company, served as directors of Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank. According to the Listing Rules of Shanghai Stock Exchange and other relevant provisions, Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank is the related party of the company, and this transaction constitutes a related party transaction.
(II) basic information of related parties
Company name: Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) Bank Co., Ltd
Legal representative: Guo Hong
Company type: other joint stock limited companies (unlisted)
Registered capital: 400 million yuan
Registered address: 1st floor, East Tower commercial building China Spacesat Co.Ltd(600118) communication building, building 1, yard 65, Zhichun Road, Haidian District, Beijing, 5th, 25th, 26th and 27th floors of office building
Major shareholders: Yonyou Network Technology Co.Ltd(600588) holds 29.8% of its equity, Beijing Originwater Technology Co.Ltd(300070) holds 27.0% of its equity, Beijing Enlight Media Co.Ltd(300251) holds 9.9% of its equity, Beijing Orient Landscape & Environment Co.Ltd(002310) holds 9.9% of its equity, Dhc Software Co.Ltd(002065) holds 5.0% of its equity, and other shareholders hold 18.4% of its equity.
Business scope: absorbing public deposits; Issuing short-term, medium-term and long-term loans; Handle settlement outside China; Handle bill acceptance and discount; Issuing financial bonds; Acting as an agent for issuing, cashing and underwriting government bonds; Buying and selling government bonds and financial bonds; Engage in interbank lending; Buying and selling foreign exchange; Engage in bank card business; Provide letter of credit service and guarantee; Acting for collection and payment of funds and insurance business; Provide safe deposit box service; Other businesses approved by the banking regulatory authority.
(market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
As of December 31, 2020, Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank has total assets of 34994068800 yuan, total liabilities of 30672402000 yuan and net assets of 4321666800 yuan. From January to December 2020, the operating income was 714205700 yuan, the total profit was 266822900 yuan, and the net profit was 2032556 million yuan. The above accounting data were audited by Tianzhi International Certified Public Accountants (special general partnership).
There is no relationship between the above related parties and the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
4、 Pricing principles of related party transactions
The pricing of similar products is based on the price of related parties in the market.
5、 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 and structured deposits 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 company’s internal audit department 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.
6、 Impact on the company
The company plans to use idle raised funds of no more than RMB 140 million (including this amount) for cash management, accounting for 38.1% of the company’s monetary funds on 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 raised investment projects 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.
The company holds 29.8% equity of Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank and adopts the equity method for accounting of Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank. The company can know its financial status and operation at any time and take measures in time through the presence of directors. The risk of this connected transaction is low. The purpose of this connected transaction is to improve the cash management income on the premise of ensuring the safety of funds, and there is no damage to the interests of the company and shareholders. Such related party transactions will not have a negative impact on the company, the company does not rely on related parties, and such related party transactions will not have an impact on the independence of the company.
7、 Internal decision-making procedures performed by the company
(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 related party transactions, and agreed that the company plans to use the idle raised funds of no more than 140 million yuan (including this amount) to purchase from the related party Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank with high security, good liquidity Financial products (including time deposits, etc.) with a principal guaranteed period of less than 12 months. (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 and related party transactions.
(III) prior approval opinions and independent opinions of independent directors
1. Prior approval opinions of independent directors
The above connected transactions do not comply with the company law, the securities law, the Listing Rules of Shanghai Stock Exchange and other relevant laws and regulations, normative documents and the articles of association. The above connected transactions need to be reviewed by the board of directors of the company, and the interested connected directors shall withdraw when the board of directors votes. The above connected transactions are conducive to improving the deposit income of raised funds and seeking more return on investment for the company and shareholders. Such transactions are fair and reasonable, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. We agree to submit relevant proposals to the 31st meeting of the 8th board of directors of the company for deliberation.
2. Opinions of independent directors
The company uses the idle raised funds of no more than RMB 140 million (including this amount) for cash management in the related party Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) Bank Co., Ltd., 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, and does not change the purpose of the raised funds in a disguised form, It will not affect the normal development of the company’s main business. The proposal fulfilled the necessary deliberation and decision-making procedures, and the related directors avoided the voting of related party transactions, which met the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies According to the provisions of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. We agree to the motion.
(IV) general meeting of shareholders
