Minsheng Securities Co., Ltd
About Shanghai Dobe cultural and creative industry development (Group) Co., Ltd
Some raised investment projects are closed and the balance raised funds are invested in new projects
And verification opinions on changing the purpose of some 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 the gem, in accordance with the administrative measures for securities issuance and listing sponsor business The Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), the guidelines for the standardized operation of companies listed on the Shenzhen Stock Exchange gem (revised in 2020), and the guidelines for the recommendation of listed companies on the Shenzhen Stock Exchange, The company has verified the closing of some raised investment projects, the investment of the remaining raised funds into new projects and the change of the purpose of some raised funds. The details are as follows:
1、 Use of funds raised by initial public offering
(I) 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.
(II) 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 project investment total amount of proposed raised funds cumulative amount invested in raised funds
1. Smart hardcover integrated upgrading 29508.95 25000.00 7910.98 project in the park
1.1 Bai hang Dobe e-manor intelligent hardcover I 3784.62 3200.00 865.69 integrated upgrading project
1.2 Fanghua Dobe sports loft intelligent fine 3392.26 2700.00 1228.86 integrated upgrade project
1.3 Zhaohua Dobe e-manor smart hardcover I 2839.08 2300.00 770.85 integrated upgrading project
1.4 Dobe Hongqiao green valley we \\ “intelligent fine 4469.85 3300.00 1862.08 integrated upgrading project
1.5 smart hardcover I 2314.63 2100.00 460.42 integration upgrading project of Dobe e-manor in West Shanghai
1.6 Qibao Dobe e-manor intelligent hardcover I 4242.30 3900.00 641.65 integrated upgrading project
Hongkou Dobe sports loft Liuying
1.7-way smart hardcover integration upgrade item 2524.58 2300.00 747.46 items
1.8 Hongqiao Dobe e-manor intelligent hardcover I 5941.62 5200.00 1333.97 integrated 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).
2、 Overview of closing some projects invested with raised funds and investing the balance of raised funds into new projects
(I) closing of some raised investment projects
The proposed raised investment project is “Dobe Yuelu we \\” project “. The total investment of the project is 50.357 million yuan, of which 50.357 million yuan is proposed to be invested by the raised funds, which is mainly used for engineering expenses and other expenses of engineering construction.
The lease term of the project is 20 years, including the construction period of 1 year. After the normal operation of the project, the average annual operating income is about 30.8984 million yuan, the average annual net profit is about 8.2296 million yuan, the internal rate of return after income tax is about 19.55%, and the investment payback period after income tax is about 5.86 years (including construction period).
The project has been completed and reached the expected usable state, and the implementation progress of the project is in line with the original plan. As of December 31, 2021, Dobe Yuelu we \\ “project” has used a total of 31.8959 million yuan of raised funds. After deducting 2.52 million yuan of unpaid items under signed contracts, the balance of raised funds is 16.2503 million yuan (including interest income and deducting handling fees).
(II) main reasons for the balance of raised funds
1. “Dobe Yuelu we \\” project “, as the company’s first project in Changsha and the company’s first project in Central China, exceeded the target during the construction period, and the investment return period was much earlier than expected.
2. During the implementation of the project, the company strictly followed the relevant regulations on the use of raised funds, strictly managed and reasonably allocated resources on the basis of ensuring the construction quality of the project and combined with the actual situation of the project, so as to effectively save the construction expenditure.
(III) use plan of surplus raised funds
Since the “Dobe Yuelu we \\” project has been completed, in order to maximize the use efficiency of the raised funds, improve the company’s operating performance and improve the return to shareholders, the company plans to use all the remaining raised funds of the “Dobe Yuelu we \\” project “for the construction of new projects. See” IV. specific conditions of newly raised funds investment projects “in the verification opinions for the specific conditions of new projects.
The company will open a new special account for raised funds in time after the matter is deliberated and approved by the general meeting of shareholders, sign a supervision agreement for raised funds with the sponsor and commercial banks, and strictly comply with the guidelines for the supervision of listed companies No. 2 – supervision requirements for the management and use of raised funds by listed companies and other relevant laws and regulations The normative documents and the relevant provisions of the company’s special management system for raised funds shall carry out daily management and use of the above balance raised funds.
3、 Overview of the purpose of some raised funds changed
(I) the purpose of some raised funds to be changed this time
The total investment of the company’s raised investment project “Park smart hardcover integration upgrading project” is 295089500 yuan, of which 250 million yuan is proposed to be invested. After the normal operation of the project, the average annual operating income is about 302.6328 million yuan, the internal rate of return after income tax is about 21.88%, and the after tax investment payback period is about 5.08 years (including construction period).
In order to improve the use efficiency of the raised funds, comprehensively consider the company’s overall business strategy, development planning, industry, market environment and other factors, and from the perspective of rational use of the raised funds, after careful research, the company plans to terminate the “Fanghua Dobe sports loft intelligent hardcover integration upgrading project” in the “Park intelligent hardcover integration upgrading project” “Zhaohua Dobe e-manor smart hardcover integration upgrade project”, “Huxi Dobe e-manor smart hardcover integration upgrade project” and “Hongkou Dobe sports loft Liuying road smart hardcover integration upgrade project”, The unused raised funds of the above projects of 61.9588 million yuan (accounting for 10.96% of the net raised funds) and the balance of “Dobe Yuelu we \\” project “of 16.2503 million yuan, totaling 78.2091 million yuan (including interest income and deducting handling fees, and the actual amount is subject to the balance of the special account on the day of fund transfer out) are used for the following two projects:
Unit: RMB 10000
No. project name total project investment amount of proposed raised funds
1 Dobe Luzhou we \\ “project 4495.69 3084.27
2 Yunting dobe-manor project 5140.81 4726.09
Total 9636.50 7810.36
The company’s change of some of the investment projects of raised funds does not constitute related party transactions, nor does it constitute major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
(II) reasons for changing the purpose of some raised funds this time
The company originally planned to use the raised funds to invest in “Fanghua Dobe sports loft intelligent hardcover integration upgrading project” and “Zhaohua Dobe e-manor intelligent hardcover integration upgrading project” “Huxi Dobe e-manor smart hardcover integration upgrading project” and “Hongkou Dobe sports loft Liuying road smart hardcover integration upgrading project” are designed to realize intelligent upgrading of the company’s current cultural and creative industrial park by introducing intelligent hardware equipment and software system. In view of the high level of intelligence in Fanghua Dobe sports loft, Zhaohua Dobe e-manor, Huxi Dobe e-manor and Hongkou Dobe sports loft Liuying Road Park, which can basically meet the intelligent office scene of enterprises in the park, the urgency and necessity of using raised funds have been reduced. As a high-quality industrial park operator and service provider in China, in order to realize the brand, chain and large-scale business strategy, the company urgently needs to quickly expand its business to important cities or regions in China, improve the Chinese market layout and realize the head brand effect by virtue of its creative design ability, high-quality service ability and brand effect. In 2021, The company has newly signed “Dobe Luzhou we \\” project “and” Dobe e-manor project in Yunting “under the lease operation mode , it is planned to build digital economy science and technology smart parks in the two places, which will further enhance the company’s Park Service Capacity in Hefei and Shanghai Jiuting area. Therefore, from the perspective of the overall benefits of the project, compared with the intelligent upgrading project in the existing park, the new smart Park in the area with obvious location advantages is more in line with the current development strategic requirements of the company, which is conducive to the company to expand the market scale, improve the comprehensive competitive strength and enhance the profitability.
To sum up, the company makes prudent decisions according to the actual situation of the project, and on the basis of fully considering the shareholders\’ rights and interests and fund use benefits, combined with the business strategy and overall development plan of “deepening the large-scale chain development in China’s first and second tier cities”, the company plans to “Fanghua Dobe sports loft intelligent hardcover integration upgrading project” The unused raised funds of “Zhaohua dobe-manor intelligent hardcover integration upgrading project”, “Huxi dobe-manor intelligent hardcover integration upgrading project” and “Hongkou Dobe sports loft Liuying road intelligent hardcover integration upgrading project” are used together with the balance funds of “Dobe Yuelu we \\” project “for” Dobe Luzhou we \\ “project” and “Yunting dobe-manor project”.
4、 Details of new investment projects with raised funds
(I) basic information, investment plan and economic benefit analysis of the project
1. Dobe Luzhou we \\ “project
(1) Project overview
The total investment of the project is 44.9569 million yuan, of which 30.8427 million yuan is proposed to be invested from the raised funds.
