Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd
About Nacity Property Service Group Co.Ltd(603506)
Verification opinions on capital increase to wholly-owned subsidiaries with raised funds
Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (hereinafter referred to as "Changjiang recommendation" or "recommendation institution") is a recommendation institution for Nacity Property Service Group Co.Ltd(603506) Service Co., Ltd. (hereinafter referred to as " Nacity Property Service Group Co.Ltd(603506) " or "company") to issue and list A-Shares for the first time, in accordance with the administrative measures for securities issuance and listing recommendation business and the stock listing rules of Shanghai Stock Exchange The regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 - standardized operation have carefully verified the capital increase of Nacity Property Service Group Co.Ltd(603506) plans to use part of the raised funds to its wholly-owned subsidiary and Zhejiang Yuedu Network Technology Co., Ltd. (hereinafter referred to as "Yuedu technology"), The specific conditions and verification opinions are as follows:
1、 Basic information of raised funds
Approved by the reply on Approving the initial public offering of Nacity Property Service Group Co.Ltd(603506) Service Co., Ltd. (zjxk [2017] No. 2333) issued by China Securities Regulatory Commission and approved by Shanghai Stock Exchange, the company issued 1984127 million ordinary shares (A shares) in RMB for the first time, with the issue price of 16.25 yuan per share. The total amount of funds raised is 322420600 yuan, and the net amount of funds raised after deducting the issuance expenses of 34937700 yuan is 287482900 yuan. 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.
In order to standardize the management of the company's raised funds, the company has stored the raised funds in a special account, and signed the tripartite supervision agreement on raised funds and the quadripartite supervision agreement on raised funds with the sponsor and the commercial bank with the special account to store the raised funds.
2、 Overview of investment projects with raised funds
As of February 28, 2022, the use of funds for investment projects raised by the company's initial public offering of shares is as follows:
Unit: 10000 yuan
No. project name total investment amount of raised funds adjusted total investment amount of raised funds planned investment amount of raised funds [Note 2] cumulative investment balance
Amount [Note 3]
1 property management intelligent system 9049907 China Baoan Group Co.Ltd(000009) 0499036 Guangxi Yuegui Guangye Holdings Co.Ltd(000833) 9992 project
2. National property service business 986 Jointo Energy Investment Co.Ltd.Hebei(000600) 000 ---
Expansion project
3 community o2o platform construction 5000003 Shenzhen Fountain Corporation(000005) Ping An Bank Co.Ltd(000001) 01574198426 project
4 apartment rental service items 1078580107858010785801103566 - [Note 1]
5 human resources construction project 637511196250637511161791 344.58
6. Acquisition of 80% - 678648 - equity project of Pratt Whitney property
Total 4107081287483037997292405586572876
[Note 1]: the company's fund-raising project "apartment rental service project" has been used as planned, and the special account for raised funds has been cancelled; [Note 2]: on January 11, 2022, the company held the first extraordinary general meeting of shareholders in 2022 and deliberated and adopted the
The proposal on raising funds to invest in the project agrees to change the raised funds and interest of the "national property service business development project"
678648 million yuan was used to pay the consideration for the acquisition of 80% equity of Pratt Whitney property, and the insufficient part was made up by the company's own funds.
[Note 3]: the accumulated investment amount of raised funds includes the interest income of raised funds used for expenditure.
3、 Capital increase of wholly-owned subsidiaries with raised funds
(I) previous capital increase
On March 30, 2018, the company held the 25th meeting of the first board of directors, which was deliberated and adopted
The proposal on using the raised funds to increase the capital of wholly-owned subsidiaries was approved, and the company was approved to use the raised funds in currency
The way of capital increase is to add 10 million yuan to Zhejiang Yuedu Network Technology Co., Ltd., a wholly-owned subsidiary, including 5 million yuan
Yuan is the paid in capital, and 5 million yuan is included in the capital reserve. After the capital increase, Zhejiang Yuedu Network Technology Co., Ltd
The registered capital of the company increased from 10 million yuan to 15 million yuan. Agree to use the raised funds in currency
The way of capital increase is to increase the capital of 107858 million yuan to the wholly-owned subsidiary Zhejiang Dayue Business Operation Management Co., Ltd
Of which 50 million yuan is used as paid in capital and 57.858 million yuan is included in capital reserve. After the capital increase, Zhejiang Dayue
The registered capital of the operation and Management Co., Ltd. increased from 10million yuan to 60million yuan.
(II) capital increase
In combination with the actual arrival of the raised funds and the company's future development plan, the company aims to improve the use of the raised funds
Efficiency, accelerate the construction progress of raised investment projects, and the company implements the project by increasing capital to the implementation subject of raised investment projects
Raise funds for investment projects.
The company plans to use the raised funds to increase capital in currency to Zhejiang Yuedu network technology, a wholly-owned subsidiary
The company increased its capital by 20 million yuan, of which 10 million yuan was taken as the paid in capital and 10 million yuan was included in the capital stock
Plot. After the capital increase, the registered capital of Zhejiang Yuedu Network Technology Co., Ltd. increased from 15 million yuan to 25 million yuan. All the funds are used for the construction of community o2o platform construction project.
4、 Basic information of the target company of capital increase
Enterprise name: Zhejiang Yuedu Network Technology Co., Ltd
Unified social credit code 91330106ma27w6ttxx
Date of establishment: November 3, 2015
Registered address: room 402, building 3, No. 16, Zhuantang science and technology economic block, Xihu District, Hangzhou, Zhejiang Province
The registered capital is 15 million yuan
Legal representative: Wang Li
Business scope services: technical development, technical services, technical consultation, technology transfer and system integration of computer software and hardware and network technology; Web design. Indoor and outdoor decoration design (those involving qualification shall be operated with qualification), cultural and artistic activity planning (except performance intermediary), public relations etiquette, booking tickets for customers (except air tickets), housekeeping services and tourism information consultation; Sales: furniture, household products, automotive products, pet products, daily necessities, toys (except imitation toys), flowers, arts and crafts, sporting goods, office supplies, cosmetics (except sub packaging), electronic products (except electronic publications), jewelry, primary food Shenzhen Agricultural Products Group Co.Ltd(000061) (except food and medicine), household appliances Hardware and electrical equipment, fire fighting equipment, building decoration materials, clothing, clothing, shoes, hats, luggage; Sales of special food (health food) and prepackaged food (excluding refrigerated and frozen food); Online data processing and transaction processing services in the second category of value-added telecommunications services (only business e-commerce, excluding Internet Finance and online taxi and car reservation services); Information service business in the second category of value-added telecommunication services (only limited to Internet information services, excluding information search and consulting services and information instant interaction services); All other legal projects that do not need to be submitted for approval. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
As of February 28, 2022, the main financial data of Yuedu technology are as follows:
Unit: 10000 yuan
Financial indicators February 28, 2022 (Unaudited) December 31, 2021
Total assets 277379309939
Total liabilities 170.24 472.37
Financial indicators January February 2022 (Unaudited) year 2021
Operating income 24.35183754
Net profit -51.29 747.62
5、 Impact of this capital increase on the company
This time, the raised funds will be invested in the implementation subject of the raised investment project in the form of capital increase, which has not changed the investment direction and project construction content of the raised funds, and will not have a substantive impact on the project implementation. This capital increase is based on the specific needs of the implementation of the company's plan for the use of raised funds, which is conducive to the smooth implementation of the investment projects with raised funds and in line with the company's development strategy and long-term plan. The company's use of the raised funds to Yuedu technology is in line with the development direction of the company's main business, is conducive to improving the profitability of the company, is conducive to improving the use efficiency of the raised funds, and is in line with the interests of the company and all shareholders.
6、 Review procedures and special opinions for this capital increase
The capital increase has been deliberated and approved at the second meeting of the third board of directors and the second meeting of the third board of supervisors, and the independent directors have also expressed their independent opinions with explicit consent. This capital increase does not constitute related party transactions and major asset restructuring and does not need to be submitted to the general meeting of shareholders for deliberation.
7、 Deposit and management of raised funds
The company shall store the raised funds in a special account, and sign a supervision agreement on the storage of raised funds in a special account with a special account bank and a recommendation institution. The capital increase will be deposited in the special account for raised funds and can only be used for the construction of projects invested with raised funds. The company will standardize the use of raised funds in strict accordance with the provisions of relevant laws, regulations and normative documents such as the stock listing rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation, as well as the requirements of the company's raised funds management system.
8、 Verification opinions of the recommendation institution
After verification, Changjiang sponsor believes that: Nacity Property Service Group Co.Ltd(603506) the use of part of the raised funds to increase the capital of the wholly-owned subsidiary has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their consent, performed the necessary decision-making procedures, complied with the provisions of relevant laws and regulations and the articles of association, and there is no situation of changing the purpose of the raised funds in a disguised manner, which will not affect the construction of the investment projects of the raised funds and the normal production and operation activities of the company, There is no situation that damages the interests of the company and shareholders.
In conclusion, the sponsor has no objection to the capital increase of Nacity Property Service Group Co.Ltd(603506) this wholly-owned subsidiary by using part of the raised funds.
