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格尔软件股份有限公司关于变更保荐机构后重新签署募集资金监管协议的公告
Core Points - The company has appointed China Galaxy Securities as the new sponsor for its 2025 non-public stock issuance, taking over from CITIC Securities [1] - The total amount raised from the non-public issuance was approximately RMB 644.8 million, with a net amount of RMB 636 million after deducting issuance costs [1] - The company has established a four-party supervision agreement for the management of raised funds, involving the company, the sponsor, the project implementation entities, and the bank [2][3] Fundraising Overview - The company issued 20,901,134 shares at a price of RMB 30.85 per share, with a face value of RMB 1.00 per share [1] - The funds raised will be used for the "Data Security Management Platform R&D and Business Expansion Project" after the completion of the previous project [2][4] Supervision Agreement Details - The four-party supervision agreement includes the company, Shanghai Geer Safety Technology Co., Ltd., Shanghai Xinyuantong Technology Co., Ltd., and China Galaxy Securities, with the bank being China Merchants Bank [3] - The agreement stipulates that the funds must be stored in a dedicated account and used solely for the specified projects [4][6] - The sponsor has the right to supervise the use of funds and can conduct checks at least semi-annually [4][5] Account Management - The dedicated accounts have been opened with specific balances for the projects, with RMB 3.5868 million and RMB 450,700 respectively as of September 30, 2025 [3][4] - Any withdrawal exceeding RMB 50 million or 20% of the net amount raised must be reported to the sponsor [6][7] Legal and Compliance - The agreement includes provisions for freezing funds if the company is under investigation for false statements or omissions [7] - Disputes arising from the agreement should first be resolved through negotiation, failing which they can be taken to court [8][9]
格尔软件股份有限公司2025年半年度报告摘要
Group 1 - The core viewpoint of the article is the announcement of the company's 2025 semi-annual report and related resolutions passed by the board and supervisory committee [4][59]. - The semi-annual report has been approved by the board and supervisory committee, confirming its compliance with legal and regulatory requirements [4][65]. - The company reported a total asset impairment and credit impairment provision of CNY 6,262,703.98, which will reduce the total profit for the first half of 2025 by the same amount [30][65]. Group 2 - The company conducted a non-public offering of 20,901,134 shares at a price of CNY 30.85 per share, raising a total of CNY 644,799,983.90, with a net amount of CNY 635,955,867.32 after deducting issuance costs [17]. - As of June 30, 2025, the company used CNY 10,916.01 million of the raised funds for specific projects, with no idle funds temporarily used for working capital during the first half of 2025 [24]. - The company plans to hold a temporary shareholders' meeting on September 5, 2025, to discuss various resolutions, including the approval of the semi-annual report and the proposed stock repurchase [78][79]. Group 3 - The company has approved the repurchase and cancellation of 67,800 shares of restricted stock from two former employees, which requires shareholder approval [49][69]. - The company has revised its capital structure, reducing its registered capital from CNY 236,050,695 to CNY 234,149,995 following the cancellation of repurchased shares [36][37]. - The company has established a special fund management system to ensure the proper use of raised funds, complying with relevant regulations [19][25].
格尔软件: 格尔软件股份有限公司关于前次募集资金使用情况的专项报告
Zheng Quan Zhi Xing· 2025-08-07 11:10
Core Viewpoint - The report details the usage of previously raised funds by Geer Software Co., Ltd. as of June 30, 2025, highlighting the allocation and performance of these funds across various projects [1][10]. Fundraising and Storage Situation - The company raised a total of RMB 643.96 million through the issuance of 20,901,134 A-shares at RMB 30.85 per share, with the funds verified and stored in designated accounts [1][9]. - As of June 30, 2025, the total balance of the raised funds was RMB 636.00 million, with RMB 19.62 million remaining unutilized, accounting for 30.85% of the net raised funds [9][11]. Fund Usage Overview - The funds were allocated to three main projects: "Next Generation Digital Trust Product R&D and Industrialization Project," "Internet of Things Security Technology R&D and Industrialization Project," and "Supplementing Working Capital Project" [1][10]. - The actual investment amounts for the projects varied from the committed amounts, with significant differences noted in the "Internet of Things Security Technology R&D and Industrialization Project" and "Next Generation Digital Trust Product R&D and Industrialization Project" due to changes in technology and project scope [2][11]. Financial Performance and Efficiency - The company reported a total of RMB 50.30 million used from the raised funds, with a remaining balance of RMB 19.62 million as of the reporting date [9][11]. - The company achieved a net interest income of RMB 9.09 million from bank deposits and RMB 54.15 million from financial products, contributing to the overall efficiency of fund usage [9][12]. Project Completion and Future Plans - The "Internet of Things Security Technology R&D and Industrialization Project" and "Next Generation Digital Trust Product R&D and Industrialization Project" are set to conclude by December 2024, with the remaining funds being redirected to new projects and working capital [1][12]. - The company plans to utilize surplus funds from completed projects for new investments and to permanently supplement working capital, ensuring continued operational efficiency [8][10].