Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd
About Nacity Property Service Group Co.Ltd(603506)
Verification opinions on changing the investment project of raised funds
Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (hereinafter referred to as “recommendation institution”) performs continuous supervision duties as a recommendation institution for initial public offering of Nacity Property Service Group Co.Ltd(603506) (hereinafter referred to as ” Nacity Property Service Group Co.Ltd(603506) ” and “company”) in accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies Relevant provisions such as the Listing Rules of Shanghai Stock Exchange and the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange have verified the investment project of Nacity Property Service Group Co.Ltd(603506) this change of raised funds. The verification conditions and verification opinions are as follows:
1、 Basic information of raised funds
Approved by the reply on Approving the initial public offering of shares by Nacity Property Service Group Co.Ltd(603506) Service Co., Ltd. (zjxk [2017] No. 2333) of China Securities Regulatory Commission and approved by Shanghai Stock Exchange, Nacity Property Service Group Co.Ltd(603506) issued 1984.127 million RMB common shares (A shares) at an initial public offering price of 16.25 yuan per share. The total amount of funds raised is RMB 322420600, and the net amount of funds raised after deducting various issuance expenses of RMB 34937700 is RMB 287482900.
The availability of the above raised funds has been verified by Tianjian Certified Public Accountants (special general partnership), and a capital verification report (tjy [2018] No. 22) was issued on January 29, 2018.
All the raised funds have been deposited in the opened special account for raised funds after arrival. The company and the recommendation agency Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. signed the tripartite supervision agreement for raised funds with China Construction Bank Corporation(601939) Hangzhou Baoshi sub branch and China Zheshang Bank Co.Ltd(601916) Hangzhou Yuquan sub branch respectively; The company, the sponsor Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd. and China Construction Bank Corporation(601939) Hangzhou Baoshi sub branch signed the four party supervision agreement on raised funds with Zhejiang Yuedu Network Technology Co., Ltd. (hereinafter referred to as “Yuedu technology”) and Zhejiang Dayue Business Operation Management Co., Ltd. (hereinafter referred to as “Dayue business”), a wholly-owned subsidiary of the company.
The investment projects of the above raised funds are as follows:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested in raised funds
1 property management intelligent system project 9049.907000.00
2. National property service business development project 9860.006000.00
3 community o2o platform construction project 5000.003000.00
4. Apartment rental service project 10785.8010785.80
5. Human resources construction project 6375.111962.49
Total 41070.8128748.30
2、 Change of investment projects of the previously raised funds and current use
The company held the 26th meeting of the first board of directors and the 12th meeting of the first board of supervisors on April 20, 2018, and held the 2017 annual general meeting of shareholders on May 11, 2018, which deliberated and adopted the proposal on changing the use of funds for some raised investment projects, It is agreed that the unused raised funds of RMB 64.4 million originally planned to be invested in the “apartment rental service project” will still be used to invest in the “apartment rental service project”, but there will be no distinction between the company’s property project and the vacant housing operation project. The vacant housing is not limited to the projects under the management of the company. For details, see Nacity Property Service Group Co.Ltd(603506) announcement on changing the use of funds for some raised investment projects (Announcement No.: 2018-025) disclosed by the company on April 21, 2018. As of October 31, 2021, the company has used a total of 168.8821 million yuan of raised funds, and the balance of unused raised funds is 142.1348 million yuan (including interest and financial income). The details are as follows: unit: 10000 yuan
Investment projects with raised funds committed investment amount of raised funds accumulated investment in raised funds
Property management intelligent system project 7000.003282.54
National property service business development project 6000.00-
Community o2o platform construction project 3000.001015.73
Apartment rental service project 10785.8011035.66
Human resources construction project 1962.501554.28
Total 28748.3016888.21
3、 Raised investment projects adjusted this time
This time, it is proposed to change the fund raised by the national property service business development project to 67.8648 million yuan (including 7.8648 million yuan of interest saved in the special account for raised funds and financial income) for the acquisition of 80% equity of Pratt Whitney property. The change of the investment project of raised funds does not constitute a connected transaction or a major asset reorganization. The relevant proposals have been deliberated and adopted at the 23rd Meeting of the second board of directors and the 16th meeting of the second board of supervisors, and need to be submitted to the general meeting of shareholders for deliberation. After being deliberated and approved by the general meeting of shareholders, the company, the recommendation agency Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. and China Zheshang Bank Co.Ltd(601916) Hangzhou Yuquan sub branch will re sign the tripartite supervision agreement on raised funds.
The raised investment projects after the change are as follows:
Unit: 10000 yuan
S / N: total investment amount after adjustment of the investment direction of the raised fund project, cumulative investment amount and fund balance
1 property management intelligent system project 7000.003282.544601.27
2. National property service business expansion project
3. Community o2o platform construction project 3000.001015.732255.98
4 apartment rental service project 10785.8011035.660.00
5. Human resources construction project 1962.501554.28569.75
6. Acquisition of 80% equity of Pratt Whitney property 6786.48-6786.48
Total 29534.7816888.2114213.48
4、 Adjustment plan of the project and specific reasons
(i) Planned investment and actual investment of the original project
The national property service business development project is the company’s initial public offering and investment project, with a total investment of 98.6 million yuan and a total investment of 60 million yuan. The main purpose is to expand the project in Shanghai, Beijing, Guangzhou, Shenzhen, Chengdu, Zhengzhou, Suzhou, Hefei, Wuhan, Changsha, Xiamen, Jinan, Chongqing in four years according to the company’s strategic planning and development direction Shijiazhuang, Nanjing, Taiyuan, Dalian, Nanchang, Fuzhou, Huangshan, Tianjin, Changchun, Shenyang, Kunming, Qingdao, Haikou, Xi’an, Nanning, Guiyang, Harbin and other 30 cities in China have expanded property service business by establishing marketing outlets to realize nationwide business network layout, so as to successfully undertake property service projects, Expand the company’s market share and revenue scale.
As of October 31, 2021, the project has invested 0 million yuan of raised funds, and the remaining raised funds in the special account are 67.8648 million yuan (including interest and financial income).
（2） Specific reasons for change
1. The cost investment of the original raised investment project is large, and the uncertainty of scale expansion is high
The company’s original raised investment project “national property service business development project” plans to carry out national business layout according to the company’s strategy and enter various regional markets through the establishment of business outlets by the company. With the advent of the era of stock in the real estate market, more and more developers spin off property companies to be listed separately, expand third-party market projects with the help of capital, seek rapid growth in scale, and the market competition is becoming more and more fierce. In view of the regional dispersion of business, the investment cost of this method in the early stage is large, but the uncertainty of effective scale expansion in the later stage is high, which will restrict the efficiency of national expansion of the company. In order to seek high-quality development, the company entered Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) with the help of existing strategic customer resources in the process of national business development, avoiding the unknown risks of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) business development. At the same time, the strategic customers entrusted the project to the company, saving some market development costs.
In addition, in recent years, more and more property companies have established joint venture platforms to develop and undertake new projects. The company has closely followed the innovation of industrial market development methods, actively carried out foreign cooperation, and reached cooperation with some strategic customers with project resources by establishing joint ventures, so as to jointly contribute to national development, and some development costs are borne by the joint venture. Therefore, the original raised investment project has been put on hold for a long time.
2. The implementation of new raised investment projects conforms to the company’s development strategy and is conducive to improving the use efficiency of raised funds
With the rapid development of the property industry, the pursuit of large-scale development of property enterprises has gradually become a trend. Integration in the industry has entered a new stage of development, with mergers and acquisitions among large enterprises, and the market competition is becoming more and more fierce. The company needs to continuously improve its business scale and service management ability, so as to make the company in a favorable position in the fierce market competition in the future. As a comprehensive state-owned property service company, the Pratt Whitney property to be acquired by the company includes industrial park, residential, hospital, commercial, public construction and other projects that need to have certain professional service capacity, and its business areas include Zhejiang, Jiangxi, Jiangsu and other provinces, And one of the transferors Wuchan Zhongda Group Co.Ltd(600704) medical and Health Investment Co., Ltd. (hereinafter referred to as “CUHK medical”) and its affiliates have the ability to continuously develop project resources. This acquisition can quickly improve the company’s business scale in Zhejiang Province, further assist in promoting the process of national business expansion, improve the company’s service capacity in subdivided formats, consolidate the company’s whole format layout and improve the overall anti risk ability.
Based on the principle of prudence and benefit maximization, the company comprehensively considers the development needs of its main business and the company’s development strategy and other factors, and changes part of the raised funds for the acquisition of 80% equity of Pratt Whitney property, which is conducive to improving the company’s profitability and market competitiveness and improving the use efficiency of raised funds.
5、 Specific contents of new project after change
(i) Overview of this acquisition
On December 2, 2021, Wuchan Zhongda Group Co.Ltd(600704) Medical Health Investment Co., Ltd. (hereinafter referred to as “Zhongda medical”) listed and transferred its 54.2% equity of Pratt & Whitney property and 100% equity of Hangzhou Zhongda Property Service Co., Ltd. (hereinafter referred to as “Zhongda property”) in Zhejiang property exchange. The transfer reserve price of 54.2% equity of Pratt & Whitney property was 85044140 yuan, The transfer reserve price of 100% equity of CUHK property is 6.588798 million yuan, and the total transfer reserve price is 91.633112 million yuan. According to the listing announcement, if the delisting party is successfully delisted in this listing transaction, it will transfer 25.8% of its shares in Pratt & Whitney property at the same price as the state-owned equity transfer according to the transfer intention of Hangzhou Zhongda Pratt & Whitney enterprise management partnership (limited partnership), the original shareholder of Pratt & Whitney property.
On December 21, 2021, the company held the 21st Meeting of the second board of directors, deliberated and passed the proposal on the company’s participation in bidding for equity, agreed to participate in bidding for 100% equity of CUHK property and 54.2% equity of Pratt Whitney property held by CUHK medical in Zhejiang property exchange, and after delisting successfully, According to the transfer intention of Hangzhou Zhongda Pratt & Whitney enterprise management partnership (limited partnership), the former shareholder of Pratt & Whitney property, 25.8% equity of Pratt & Whitney property was transferred at the same price as the state-owned equity transfer, and it was agreed to authorize the operation and management of the company to audit the latest audited net assets of the company
