China International Capital Corporation Limited(601995)
About Youon Technology Co.Ltd(603776)
Adjusting the implementation progress of some raised investment projects
Verification opinions
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” and “sponsor”) as the sponsor of Youon Technology Co.Ltd(603776) (hereinafter referred to as ” Youon Technology Co.Ltd(603776) ” and “the company”) for the initial public offering and listing of a shares, in accordance with the measures for the Administration of securities issuance and listing sponsor business and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision 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 (revised in December 2020), the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other relevant provisions have conducted prudent verification on Youon Technology Co.Ltd(603776) adjusting the implementation progress of some raised investment projects, and the verification opinions are as follows: 1 Basic information of raised funds
According to the reply on Approving the initial public offering of shares of Changzhou Yong’an public bicycle System Co., Ltd. (zjxk [2017] No. 521) issued by China Securities Regulatory Commission, the company actually issued 24 million RMB common shares (A shares) to the public at an issue price of 26.85 yuan / share, with a total raised capital of 644.4 million yuan, deducting underwriting fees and other issuance expenses of 635164 million yuan, The net amount of funds actually raised was 580883600 yuan. All the above raised funds were received on August 11, 2017, verified by Zhitong Certified Public Accountants (special general partnership), and issued the capital verification report (ztyz (2017) No. 320za0007). 2、 Basic information of investment projects with raised funds
The investment projects and use plans of the funds raised by the company’s initial public offering are as follows:
Unit: 10000 yuan
No. project name total investment amount of the project estimated use amount of raised funds
R & D center construction 476073
2. Supplement the working capital of public bicycle system construction and operation project 50 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 831476
3. Repayment of bank loan 500000
Total 59773605808836
Note: the 22nd Meeting of the second board of directors and the 12th meeting of the second board of supervisors were held on April 26, 2019, and the proposal on changing the implementation location and adjusting the implementation progress of some raised investment projects was considered and adopted. The company plans to change the implementation location of the “technology R & D center construction project” from No. 400 Hanjiang Road, Xinbei District, Changzhou City to the south of Hanjiang Road and the east of Longjiang Road, Xuejia Town, numbered high tech Zone
Plot gx100104; At the same time, the date when the raised investment project reaches the expected usable state is adjusted to 2021. For details, please refer to the announcement on changing the implementation location and adjusting the implementation progress of some raised investment projects (2019030) disclosed by the company on April 29, 2019. 3、 Specific conditions and reasons for adjusting the implementation progress of some raised investment projects (I) overview of adjusting the implementation progress of some raised investment projects
In combination with the actual construction and investment progress of the company’s projects invested with raised funds, in order to ensure that the construction of the projects invested with raised funds is more in line with the interests and needs of the company, the company plans to adjust the time when the “construction project of technology R & D Center” reaches the expected usable state without changing the project implementation subject and the investment purpose of raised funds, as follows:
Project name scheduled availability status date
2021 before the adjustment of the construction project of technology R & D Center
Adjusted 2022
(II) reasons for adjusting the implementation progress of some raised investment projects
Since 2020, the covid-19 pneumonia epidemic has erupted and lasted for a long time. Affected by the suspension and shutdown of the epidemic and the restriction of personnel flow, the resumption of production and work in various industries is slow, and the construction progress of the plant is affected by the resumption progress of the construction unit, logistics and other factors. Therefore, the actual progress of the project is delayed compared with the expected progress. After careful study, it is proposed to adjust the time for the above raised investment projects to reach the expected serviceable state to 2022. In addition, there is no other change in the investment project of the raised funds, and the investment amount, investment direction and project construction content of the raised funds have not been changed. 4、 The impact of the implementation progress of some raised investment projects on the company is adjusted this time
The implementation progress of some raised investment projects adjusted this time 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, and does not belong to the substantive change of raised capital investment projects, The investment direction and project construction content of the raised funds have not been changed, which is in line with the overall planning of the company, the operation and future development needs of the raised funds investment projects, which is conducive to the smooth implementation of the raised funds investment projects, and there is no situation of changing the purpose of the raised funds and damaging the interests of shareholders in a disguised manner. 5、 Review procedures performed by the company
On April 12, 2021, the 18th meeting of the third board of directors and the 16th meeting of the third board of supervisors considered and approved the proposal on adjusting the implementation progress of some raised investment projects, and agreed to the above changes. The adjustment of the implementation progress of some investment projects with raised funds does not need to be submitted to the general meeting of shareholders for deliberation.
(I) opinions of independent directors
This time, the company adjusted the implementation progress of some raised investment projects, fulfilled the corresponding approval procedures, and met the requirements of laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation. This change has not changed the investment direction of the raised funds and the essence of the implementation of the project, and there is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders. It will not have an adverse impact on the implementation of the investment project of the raised funds, which is in line with the interests of the company and all shareholders. We agree with the company’s proposal on adjusting the implementation progress of some raised investment projects. (II) opinions of the board of supervisors
The company’s adjustment of the implementation progress of some raised investment projects is a prudent decision based on the actual situation of raised investment projects, which does not involve the change of implementation subject, implementation mode and main investment content, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. Necessary procedures have been performed for the relevant changes, which comply with the requirements of laws, regulations and normative documents 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 guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation. We agree that the company will adjust the implementation progress of some investment projects with raised funds this time. 6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s adjustment of the implementation progress of some raised investment projects has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed clear consent. It is a prudent decision based on the actual situation of the raised investment projects, does not involve the change of the implementation subject, implementation method and main investment content, and does not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders. Comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the use of funds raised by listed companies.
In conclusion, the sponsor has no objection to the company’s adjustment of the implementation progress of some raised investment projects.
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