Minsheng Securities Co., Ltd
About Dareway Software Co.Ltd(688579)
Special verification opinions on the deposit and actual use of raised funds in 2021 Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” or “sponsor”) as a sponsor of Dareway Software Co.Ltd(688579) (hereinafter referred to as ” Dareway Software Co.Ltd(688579) ” or “company”) for initial public offering of shares and listing on the science and innovation board, in accordance with the administrative measures for securities issuance and listing sponsor business The rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) and other relevant provisions have carefully verified the deposit and actual use of raised funds in Dareway Software Co.Ltd(688579) 2021. The verification opinions are as follows:
1、 Basic information of raised funds
(I) the actual amount of funds raised and the arrival time of funds after deducting the issuance expenses
With the approval of the reply on Approving the registration of Dareway Software Co.Ltd(688579) initial public offering (zjxk [2020] No. 1087) issued by the China Securities Regulatory Commission on June 7, 2020, the company was approved to publicly issue 40010000 ordinary shares (A shares) to the public, with the issuing price of 8.12 yuan per share and the total raised funds of 324881200 yuan. After deducting the issuance expenses of RMB 4486674011, the net amount of funds actually raised is RMB 28001445989. As of July 10, 2020, all the above raised funds have been in place and verified by Dahua Certified Public Accountants (special general partnership). The capital verification report of “Dahua Yan Zi [2020] No. 000361” was issued on July 10, 2020.
(II) amount used in previous years, amount used in current year and current balance
The total amount of funds raised by the company is 324881200 yuan, and the actual net amount of funds raised after deducting the issuance expenses is 28001445989 yuan. 3978051950 yuan was used this year. As of December 31, 2021, the balance of the special account for raised funds was 16082533516 yuan. The specific use of the raised funds is as follows:
As of December 31, 2021, the use of the company’s raised funds is as follows:
Unit: Yuan
Project amount
Total raised funds 32488120000
Less: issuance related expenses 4486674011
Less: as of December 31, 2021, the accumulated total amount of raised funds invested was 1 Hubei Feilihua Quartz Glass Co.Ltd(300395) 4266
Of which: the total amount of funds invested and raised in the current period is 3978051950
Plus: accumulated interest income (less handling charges) 593367782
Due balance of raised funds note 15590859505
As of December 31, 2021, the balance of raised funds (including interest) was 16082533516
Including: total demand deposits 16082533516
Note: the difference between the balance of the raised funds and the balance of the raised funds (including interest) as of December 31, 2021 is 491674011 yuan. The difference is due to the fact that part of the issuance expenses are paid with their own funds through Jinan Free Trade Zone Branch of Shanghai Pudong Development Bank, China Merchants Bank Co.Ltd(600036) Jinan Branch and China Merchants Bank Co.Ltd(600036) Jida Road branch, which are not transferred from the special account for raised funds.
2、 Management of raised funds
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use, and protect the rights and interests of investors, in accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the Listing Rules of the science and Innovation Board of Shanghai stock exchange and the measures for the management of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013), and in combination with the actual situation of the company, The company has formulated the management system of raised funds. In accordance with the provisions of the raised funds management system, the company adopts a special account storage system for the raised funds and strictly performs the use approval procedures, so as to supervise the management and use of the raised funds and ensure that the special funds are used for special purposes. The company has signed the tripartite supervision agreement on raised funds with the recommendation institution and the commercial bank storing the raised funds, which defines the rights and obligations of all parties. There is no significant difference between the tripartite regulatory agreement and the model tripartite regulatory agreement of Shanghai Stock Exchange. The company deposits, uses and manages the raised funds in strict accordance with the provisions of the regulatory agreement.
As of December 31, 2021, the balance of the company’s unused raised funds deposited in the special account
As follows:
Unit: Yuan
Account balance of deposit bank
Guangdong Development Bank Co., Ltd. Jinan Branch 95508802109400030726408.63
China Merchants Bank Co.Ltd(600036) Jinan Jingshi Road sub branch 5319020978109099724277208
China Merchants Bank Co.Ltd(600036) Jinan Branch 531902097810073461717642
China Citic Bank Corporation Limited(601998) Jinan Branch 81125010131 Shandong Wit Dyne Health Co.Ltd(000915) 5082893897803
Total – 16082533516
(I) adjustment of investment amount and use of funds of projects invested with raised funds
The net amount of funds raised by the company is 28001445989 yuan, which is less than the total investment of 378815700 yuan of funds raised by the project in the prospectus. On the premise of fully considering the actual situation of the company, the company adjusted the investment amount of funds raised by the project, and held the ninth meeting of the third board of directors and the sixth meeting of the third board of supervisors on August 14, 2020, The proposal on adjusting the investment amount of raised funds for raised investment projects was deliberated and adopted.
The details after adjustment are as follows:
Unit: 10000 yuan
Sequence project name total investment amount originally planned to use raised funds, and the investment amount of raised funds will be used after adjustment
1 new generation medical security comprehensive information 10641601064160790000 service platform project
2 power marketing “Internet plus” innovation 646551646551646551 big data support platform project
3. Medical and health information interconnection and interworking intelligent 693249693249510000 energy integration platform project
4. Intelligent government service integration application support platform project 584197584197430000
5. Supplementary working capital 8 China High-Speed Railway Technology Co.Ltd(000008) Shenzhen Fountain Corporation(000005) 90145
Total 37881572800145
As of December 31, 2021, see the “comparison table of investment and use of raised funds” for details.
(II) advance investment and replacement of investment projects with raised funds
The company has no advance investment and replacement of investment projects with raised funds.
(III) temporary replenishment of working capital with idle raised funds
The company does not temporarily supplement working capital with idle raised funds.
(IV) cash management of idle raised funds and investment in related products
In order to improve the use efficiency of funds and make rational use of idle raised funds, the ninth meeting of the third board of directors and the sixth meeting of the third board of supervisors held on August 14, 2020 considered and adopted the proposal on cash management using temporarily idle raised funds respectively, and agreed that the company would not affect the raised funds
The investment project can be used without affecting the normal production and operation of the company and ensuring the safety of the raised funds
The temporarily idle raised funds of no more than RMB 250 million are used for cash management for the purchase of high security
Good liquidity, principal guaranteed financial products or deposit products (including but not limited to structured deposits and large deposits)
Certificates, time deposits, call deposits, etc.), and the service life is 12 months from the date of deliberation and approval by the board of directors of the company
Within the above limit and term, the funds can be used in a circular and rolling manner, and the board of directors of the company authorizes the execution
The Executive Committee shall examine and approve within the validity period of the aforesaid quota and resolution, which shall be operated and managed by the financial department. Company independence
The directors, the board of supervisors and the sponsor Minsheng Securities Co., Ltd. all expressed their consent on this matter.
In 2021, the company used idle raised funds for cash management as follows:
Unit: Yuan
Bank product name product type amount term expected annualized rate of return%
China Merchants Bank Co.Ltd(600036) Jinan Branch structural deposit breakeven floating 2020 / 11 / 23
Income class 3000000000 – 2021 / 2 / 22 2.85
China Merchants Bank Co.Ltd(600036) Jingshi Road sub branch structural deposit Principal Guaranteed floating 2020 / 12 / 31
Income class 2000000000 – 2021 / 3 / 31 2.91
China Merchants Bank Co.Ltd(600036) Jingshi Road sub branch structural deposit breakeven floating 2020 / 11 / 23
Income class 9200000000 -2021/2/22 2.85
China Citic Bank Corporation Limited(601998) Jinan Zhangqiu sub branch structural deposit Principal Guaranteed floating 2020 / 12 / 10
