China International Capital Corporation Limited(601995)
Verification opinions on Ucloud Technology Co.Ltd(688158) adjusting the amount of raised funds invested in some raised funds investment projects
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “sponsor”) as a sponsor of Ucloud Technology Co.Ltd(688158) (hereinafter referred to as ” Ucloud Technology Co.Ltd(688158) ” or “company”) issuing shares to specific objects in 2020, According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the Listing Rules of Shanghai Stock Exchange’s science and innovation board and the guidelines for the application of self regulatory rules of Shanghai Stock Exchange’s science and innovation board listed companies No. 1 – standardized operation And other relevant regulations, carefully checked the investment amount of raised funds for Ucloud Technology Co.Ltd(688158) adjusting some raised funds investment projects. The verification conditions and specific verification opinions are as follows:
1、 Basic information of raised funds
The company has issued 30289917 ordinary shares in total to 8 specific objects, with the issuing price of 23.11 yuan per share, The total amount of funds raised in this issuance is 69999981.87 yuan, the issuance fee excluding tax is 8713704.16 yuan, and the net amount of funds raised is 691286277.71 yuan. The availability of the above raised funds was verified by Lixin Certified Public Accountants (special general partnership), who issued the capital verification report (xksbz [2022] No. za10046). The company adopts the special account storage management for the raised funds, and has signed the tripartite and quadripartite supervision agreement on the special account storage of raised funds with the recommendation institution and the bank where the special account of raised funds is located.
2、 Adjustment of the amount of raised funds to be invested in the investment project with raised funds
In view of the fact that the net amount of funds actually raised by the company in issuing shares to specific objects this time is 691286277.71 yuan, which is less than the amount of funds raised originally planned to be invested of 1965 million yuan, in order to ensure the smooth implementation of the investment projects with raised funds, the board of directors of the company agrees that the company shall, according to the actual net amount of funds raised and the actual situation of the investment projects with raised funds, The investment amount of raised funds for some projects invested with raised funds shall be adjusted as follows: unit: 10000 yuan
No. project name: proposed investment amount of raised funds after adjustment of raised funds before adjustment of total investment amount of the project
1 Ucloud Technology Co.Ltd(688158) Qingpu data center project 190000.00 160000.00 59128.627771 (phase I)
2. Supplementary working capital 36500.00 36500.00 10000.000000
Total 226500.00 196500.00 69128.627771
3、 The impact of the adjustment of the amount of investment projects invested by raised funds on the company
The adjustment of the amount of raised funds invested in some raised funds investment projects this time is a prudent decision made by the company according to the actual net amount of raised funds and the actual situation of raised investment projects. There is no situation of changing the purpose of raised funds in a disguised form, affecting the normal operation of the company and damaging the interests of shareholders. This adjustment is conducive to improving the company’s fund use efficiency and optimizing the allocation of resources, and will not have a substantive impact on the normal use of raised funds. It is in line with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the management of raised funds of listed companies.
4、 Review procedures and relevant opinions on the implementation of this adjustment
(I) review procedure
On February 17, 2022, the company held the third meeting of the second board of directors and the third meeting of the second board of supervisors, deliberated and approved the company’s proposal on adjusting the amount of raised funds invested in some raised funds investment projects, and agreed that the company would adjust the amount of raised funds to be invested in the raised funds investment projects according to the actual operation and the actual net amount of raised funds, The board of supervisors of the company has expressed explicit consent on this matter, and the independent directors of the company have expressed consent independent opinions on this matter. The above matters are within the approval authority of the board of directors of the company and do not need to be submitted to the general meeting of shareholders for deliberation.
(II) opinions of independent directors
The independent directors believe that according to the actual net amount raised by the company’s issuance of shares to specific objects and the situation of the company’s raised investment projects, the company has performed the necessary approval procedures for the corresponding adjustment of the amount of raised funds to be invested in the raised investment projects, which complies with relevant laws and regulations, normative documents and company systems and does not affect the normal implementation of the raised investment projects, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders. It is agreed that the company will adjust the amount of raised funds to be invested in the project.
(III) opinions of the board of supervisors
The board of supervisors held that: according to the actual situation of the company’s projects invested with raised funds, the company decided to adjust the amount of raised funds invested in some projects invested with raised funds, and the adjustment items fulfilled the necessary procedures, which met the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies There are no laws, regulations, normative documents and company systems such as the guidelines for the application of the self regulatory rules of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the company’s management system for the use of raised funds, which change the purpose of raised funds in a disguised manner and damage the interests of shareholders. Therefore, it is agreed that the company will adjust the amount of raised funds to be invested in some investment projects with raised funds.
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The second and third meetings of the independent board of directors have approved the necessary amount of funds raised by the company, and the independent board of directors has issued opinions to the third meeting according to the actual conditions of the second and third meetings of the independent board of directors, The matter complies with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), and the recommendation institution has no objection to the company’s adjustment of the amount of raised funds to be invested in the investment project of raised funds.
(there is no text on this page, which is the signature page of China International Capital Corporation Limited(601995) verification opinions on Ucloud Technology Co.Ltd(688158) adjusting the amount of raised funds invested in some raised funds investment projects) sponsor representative:
Cao Yu, Ma Qiang
China International Capital Corporation Limited(601995) mm / DD / 2022
