Minsheng Securities Co., Ltd
About Shanghai Dobe cultural and creative industry development (Group) Co., Ltd
Verification opinions on cash management with idle raised funds
Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” or “sponsor”) as a sponsor of Shanghai Dobe cultural and creative industry development (Group) Co., Ltd. (hereinafter referred to as ” Shanghai Dobe Cultural & Creative Industry Development (Group) Co.Ltd(300947) ” or “company”) for initial public offering of shares and listing on GEM, in accordance with the administrative measures for securities issuance and listing sponsor business The guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, The company has checked the cash management with idle raised funds. The details are as follows:
1、 Basic information of raised funds
With the approval of registration of initial public offering of Shanghai Dobe cultural and creative industry development (Group) Co., Ltd. (zjxk [2021] No. 164) issued by China Securities Regulatory Commission, the company issued 13.474 million RMB common shares (A shares) at an initial public offering price of 51.47 yuan / share, The total amount of funds raised in this issuance is 6935678 million yuan, and the net amount of funds raised after deducting the issuance expenses is 621972416 million yuan. The availability of the above raised funds has been verified by Tianzhi International Certified Public Accountants (special general partnership), and a capital verification report (tzyz [2021] No. 4307) has been issued.
All the raised funds have been deposited in the special account for raised funds established by the company, and the company, its subsidiaries and subsidiaries have signed a tripartite supervision agreement on raised funds with the sponsor Minsheng Securities Co., Ltd. and the commercial bank storing the raised funds.
2、 Current balance and use of raised funds
The company managed and used the raised funds in strict accordance with laws, regulations and relevant regulations. As of March 9, 2022, the balance of the special account for the raised funds of the company was 808241 million yuan; The financial balance of the approved unexpired raised funds is 205 million yuan, and the total fund balance of the disposable raised funds project is 285824100 yuan.
(I) investment purpose
As the construction and settlement of the projects invested with raised funds need a certain period, according to the actual construction progress of the projects invested with raised funds, some of the raised funds will be idle in the short term at this stage. In order to improve the use efficiency of the raised funds, on the premise of not affecting the construction of the investment projects with the raised funds, the rational use of some temporarily idle raised funds for cash management can increase the capital income and obtain more returns for the company and shareholders. (II) investment quota and term
The company plans to use idle raised funds (including over raised funds) of no more than RMB 250 million (including RMB 250 million) for cash management. The above amount of funds can be recycled and rolled within 12 months from the date of deliberation and approval by the general meeting of shareholders, and the investment period of a single financial product shall not exceed 12 months (including).
(III) investment varieties
The company will strictly control risks in accordance with relevant regulations, strictly evaluate investment products, and invest the above raised funds in financial products with high safety, good liquidity, low risk and stability. The cash management product shall not be used for pledge, and the special settlement account of the product shall not deposit non raised funds or be used for other purposes.
(IV) implementation mode
After the above matters are deliberated and approved by the board of directors, they can be implemented only after they are deliberated and approved by the second extraordinary general meeting of shareholders in 2022. After the approval of the general meeting of shareholders of the company, the chairman of the company is authorized to sign relevant contract documents within the above limit, and the specific matters shall be organized and implemented by the financial center of the company.
(V) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with the requirements of relevant laws, regulations and normative documents such as the Listing Rules of gem shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
4、 Investment risk and risk control measures
(I) investment risk
Although the company plans to choose cash management products of low-risk investment varieties, the financial market is greatly affected by the macro-economy. The company will intervene in a timely and appropriate manner according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations.
(II) risk control measures
1. The company will strictly abide by the principle of prudent investment, strictly screen the issuers, and select issuers with good reputation, large scale and strong capital security ability.
2. The financial center of the company will timely analyze and track the investment direction of financial products. During the financial management of the above financial products, the company will maintain close contact with relevant financial institutions, timely track the operation of financial funds, strengthen risk control and supervision, and strictly control the safety of funds.
3. The internal audit department of the company shall conduct daily supervision on the use and custody of financial funds, and regularly audit and verify the use of financial funds.
4. The board of supervisors and independent directors of the company have the right to supervise and verify the use of the raised funds, and can hire professional institutions to audit when necessary.
5. The company will timely disclose relevant information in accordance with the relevant provisions of Shenzhen Stock Exchange.. 5、 Impact on the daily operation of the company
The company uses some idle raised funds for cash management on the premise that it does not affect the normal progress of the company’s investment plan of raised funds, which can improve the use efficiency of raised funds, obtain certain investment income, maximize the interests of the company and shareholders, and will not affect the normal development of the company’s investment projects with raised funds, There is no disguised change in the purpose of the raised funds.
The company will conduct corresponding accounting treatment for the cash management business of raised funds in accordance with the relevant provisions of the accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments and the accounting standards for Business Enterprises No. 37 – presentation of financial instruments, which will be reflected in the relevant items of the balance sheet and income statement.
5、 The review procedures for cash management using idle raised funds and self owned funds this time
(I) deliberations of the board of directors
The 10th meeting of the second board of directors of the company deliberated and approved the proposal on using idle raised funds for cash management, and agreed that the company would use idle raised funds (including over raised funds) with a total amount of no more than 250 million yuan (including 250 million yuan) for cash management without affecting the construction of investment projects with raised funds, so as to purchase with high safety, good liquidity Low risk and stable financial products. The service life is within 12 months from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022.
Within the above limit and time limit, the funds can be recycled and used on a rolling basis. Meanwhile, the chairman of the company is authorized to sign relevant contract documents within the above limit, and the specific matters shall be organized and implemented by the financial center of the company.
(II) deliberation of the board of supervisors
The ninth meeting of the second board of supervisors of the company deliberated and approved the proposal on using idle raised funds for cash management. The board of supervisors held that the company’s use of temporarily idle raised funds to invest in financial products with high safety and good liquidity is conducive to improving the use efficiency of raised funds, The use of idle raised funds for cash management will not affect the implementation plan of the investment project of raised funds, and there is no behavior of changing the purpose of raised funds in a disguised form.
The board of supervisors agreed to the company’s use of idle raised funds for cash management, and agreed to submit this proposal to the general meeting of shareholders for deliberation.
(III) opinions of independent directors
After deliberation, the independent directors of the company believe that: on the premise of ensuring the capital demand of the raised funds for investment projects, the company conducts cash management for the temporarily idle raised funds, which will not affect the normal operation of the raised funds for investment projects, and there is no situation of changing the purpose of the raised funds in a disguised form. The use of idle raised funds for cash management this time is conducive to improving the use efficiency of funds, It is in line with the interests of the company and all shareholders, and the decision-making procedures performed comply with the provisions of relevant laws and regulations.
The independent directors unanimously agreed to the company’s use of idle raised funds for cash management, and agreed to submit this proposal to the general meeting of shareholders for deliberation.
6、 Verification opinions of the recommendation institution on the use plan of the idle raised funds
Shanghai Dobe Cultural & Creative Industry Development (Group) Co.Ltd(300947) the use of idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their explicit consent. The matter needs to be submitted to the general meeting of shareholders of the company for deliberation. Without affecting the construction of investment projects with raised funds, the company uses idle raised funds (including over raised funds) with a total amount of no more than 250 million yuan (including 250 million yuan) for cash management to purchase financial products with high safety, good liquidity, low risk and stability, which is conducive to improving the use efficiency of raised funds and increasing the company’s income, There is no situation of changing the use and investment direction of the raised funds in a disguised form and damaging the interests of shareholders, which will not affect the normal development of the company’s investment projects with raised funds. The decision-making procedures performed by the company comply with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange.
The sponsor has no objection to Shanghai Dobe Cultural & Creative Industry Development (Group) Co.Ltd(300947) this use of idle raised funds for cash management. (there is no text on this page, which is the signature and seal page of Minsheng Securities Co., Ltd. on the verification opinions of Shanghai Dobe cultural and creative industry development (Group) Co., Ltd. on cash management with idle raised funds) sponsor representative (signature):
Xie Guomin, Wang Lu
Minsheng Securities Co., Ltd
