Minsheng Securities Co., Ltd
About Shanghai Dobe cultural and creative industry development (Group) Co., Ltd
Verification opinions on the extension of some raised investment projects
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 the gem, in accordance with the administrative measures for securities issuance and listing sponsor business In accordance with the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange GEM listed companies\' standardized operation guidelines (revised in 2020) and Shenzhen Stock Exchange listed companies\' recommendation guidelines, the company has checked the postponement of some raised investment projects. 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) for the first time at an issue price of 51.47 yuan / share, The total amount of funds raised in this issuance is 693.5068 million yuan, and the net amount of funds raised after deducting the issuance expenses is 621.9724 million yuan. The above raised funds have 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 the tripartite supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Purpose and use of raised funds
As of December 31, 2021, the use plan and use of the company's raised funds for investment projects are as follows: unit: RMB 10000
No. project name total investment of the project cumulative investment of the proposed raised funds
Amount fund amount
1. Smart hardcover integration upgrade item of the park 29508.95 25000.00 7910.98
order
1.1 Bai hang dobe-manor intelligent hardcover integration 3784.62 3200 865.69
Chemical upgrading project
1.2 Fanghua Dobe sports loft wisdom 3392.26 2700 1228.86
Integrated installation and upgrading project
1.3 Zhaohua Dobe e-manor smart hardcover integration 2839.08 2300 770.85
Chemical upgrading project
1.4 Dobe Hongqiao green valley we \\ "smart hardcover 4469.85 3300 1862.08
Integrated upgrading project
1.5 intelligent hardcover integration of dobe-manor in West Shanghai 2314.63 2100 460.42
Chemical upgrading project
1.6 seven treasures Dobe e-manor smart hardcover integrated 4242.30 3900 641.65
Chemical upgrading project
1.7 Dobe sports loft Liuying Road, Hongkou 2524.58 2300 747.46
Smart hardcover integration upgrade project
1.8 Hongqiao dobe-manor intelligent hardcover 5941.62 5200 1333.97
Chemical upgrading project
2 Xingguang dobe-manor project 4572.75 1140.11
3 Dobe Yuelu we \\ "project 5035.70 5035.70 3189.59
4 R & D center construction project 5460.96 5460.96 2369.75
5. Supplementary working capital project 17000.00 17000.00 17000.00
Total 61578.36 57069.41 31610.43
Note: there is a difference between the total and the added count, which is the tail difference formed by rounding calculation.
As of December 31, 2021, the company has used a total of 316.1043 million yuan of raised funds (including 122.6991 million yuan of self raised funds invested in investment projects with raised funds in advance in the early stage of replacement and 193.4052 million yuan of investment projects with raised funds), The total balance of the special account for raised funds is RMB 258438100 (including interest income and financial management income, and deducting handling fees).
3、 Specific conditions and reasons for the delay of some raised investment projects
(I) delay of some raised investment projects
Under the condition that the total investment, implementation subject and content of the project remain unchanged, the company will "Bai hang Dobe e-manor intelligent hardcover integration upgrading project" in the "Park intelligent hardcover integration upgrading project" The construction deadline of "Dobe Hongqiao green valley we \\" intelligent hardcover integration upgrading project "," Qibao Dobe e-manor intelligent hardcover integration upgrading project "and" Hongqiao dobe-manor intelligent hardcover integration upgrading project "is extended to August 2023. The details are as follows:
No. project name: the original project construction period ends, and the adjusted project construction period ends
1. Smart hardcover integrated upgrading project of the park --
1.1 Bai hang dobe-manor intelligent hardcover integration February 2022 August 2023
Upgrade project
1.2 Dobe Hongqiao green valley we \\ "smart Hardcover - February 2022 August 2023
Integrated upgrading project
1.3 intelligent hardcover integration of dobe-manor of Qibao February 2022 August 2023
Upgrade project
1.4 intelligent hardcover integration of Dobe e-manor in Hongqiao February 2022 August 2023
Upgrade project
(II) reasons for the delay of some raised investment projects
The above raised investment projects are determined based on the company's development strategy, business development and industry development trend. The construction contents of the project include the transformation of original buildings and the demolition of old facilities and equipment. At the same time, smart access control equipment, smart security equipment, smart office facilities, smart building equipment, 5g and WiFi coverage equipment in the park Intelligent equipment such as intelligent environmental protection equipment, further improve the infrastructure of the park, improve the intelligent level of the park, meet the office and operation needs of downstream arts, science and innovation enterprises, and improve the sustainable profitability of the company.
Although the above raised investment projects have undergone sufficient feasibility demonstration in the early stage, they are affected by multiple factors in the actual implementation process. Affected by the covid-19 epidemic situation, the company's actual business situation, market environment and other factors, the overall progress of the smart hardcover integration upgrading project in the park has slowed down and the construction cannot be completed within the planned time. The company has fully considered the construction period of the project and decided to extend the deadline of the construction period of the project from February 2022 to August 2023 after careful research.
4、 Impact of the delay of some raised investment projects on the company
The company's adjustment to the implementation progress of some raised investment projects this time is a prudent decision made according to the changes of the market and external environment, the actual needs of the company's production and operation, and the implementation of relevant raised investment projects of the company. This adjustment only involves the change of the implementation progress of some projects, and does not involve the change of project implementation subject, investment purpose and investment scale of raised funds, There is no change or disguised change in the investment direction of the raised funds, and there is no damage to the interests of the company and all shareholders, which will not have a significant impact on the current production and operation of the company, which is in line with the overall development of the company and the long-term interests of shareholders.
5、 Approval procedure
(I) deliberations of the board of directors
The ninth meeting of the second board of directors of the company deliberated and approved the proposal on the extension of some raised investment projects, and agreed that the company would extend some raised investment projects without any change in the implementation subject, investment purpose and scale of raised funds, "Bai hang Dobe e-manor smart hardcover integration upgrading project" in the "Park smart hardcover integration upgrading project" The construction deadline of "Dobe Hongqiao green valley we \\" intelligent hardcover integration upgrading project "," Qibao Dobe e-manor intelligent hardcover integration upgrading project "and" Hongqiao dobe-manor intelligent hardcover integration upgrading project "is extended from February 2022 to August 2023.
(II) deliberations of the board of supervisors
The eighth meeting of the second board of supervisors of the company deliberated and adopted the proposal on the extension of some raised investment projects. The board of supervisors held that the company's adjustment of the implementation progress of some raised investment projects this time is a prudent decision made by the company according to the use progress of raised funds, the external environment and actual operation, and the total investment, construction content The implementation subject has not changed, and there is no change or disguised change in the investment direction of the raised funds, which will not have a significant impact on the normal production and operation of the company. The board of supervisors agreed to postpone some raised investment projects.
(III) opinions of independent directors
After deliberation, the independent directors of the company believe that the company can better ensure the implementation quality of raised investment projects and improve the use efficiency of raised funds by delaying the investment projects with raised funds according to the impact of epidemic situation, changes in market environment and the actual situation of the project. The company's adjustment of the implementation progress of some raised investment projects this time does not involve changes in the implementation subject, project content and total investment of the project, will not have a substantive impact on the implementation of raised investment projects, and there is no change or disguised change in the investment direction of raised funds, Comply with the requirements of relevant 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, and the provisions of the company's special management system for raised funds, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
Independent directors unanimously agree that the company will postpone some raised investment projects this time.
6、 Verification opinions of the recommendation institution
Shanghai Dobe Cultural & Creative Industry Development ( Group) Co.Ltd(300947) the extension 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 their explicit consent.
After verification, the sponsor believes that the postponement of some raised investment projects of the company does not involve changes in the implementation subject, project content and total investment of the project, will not have a substantive impact on the implementation of raised investment projects, and there is no change or disguised change in the investment direction of raised funds, which complies with relevant regulations, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The recommendation institution has no objection to the extension of some raised investment projects of the company.
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(there is no text on this page, which is the signature and seal page of Minsheng Securities Co., Ltd. on the verification opinions on the extension of some raised investment projects of Shanghai Dobe cultural and creative industry development (Group) Co., Ltd.)
Sponsor representative (signature):
Xie Guomin, Wang Lu
Minsheng Securities Co., Ltd
