Verification opinions on the extension of some investment projects with raised funds
Everbright Securities Company Limited(601788) (hereinafter referred to as " Everbright Securities Company Limited(601788) " or "recommendation institution") serves as the recommendation institution and continuous supervision institution for Rockontrol Technology Group Co.Ltd(688051) (hereinafter referred to as "company", " Rockontrol Technology Group Co.Ltd(688051) ") initial public offering of A-Shares and listing on the science and innovation board. According to the administrative measures for securities issuance and listing recommendation business In accordance with the provisions of regulations and documents such as guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, 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 extension of Rockontrol Technology Group Co.Ltd(688051) some investment projects with raised funds has been carefully verified, The verification and opinions are as follows:
1、 Basic information of investment projects with raised funds
With the approval of zjxk [2020] No. 266 document of China Securities Regulatory Commission, the company publicly issued 19334000 ordinary shares (A shares) at the issue price of 50.81 yuan per share on March 10, 2020. The total amount of funds raised in this issuance was 982360500 yuan. After deducting some issuance expenses of 943433 million yuan, The company actually received the raised funds of the above A-Shares of RMB 888017200. After deducting other issuance expenses paid by the company of RMB 23648400, the net amount of the actually raised funds was RMB 864368800. All the above raised funds were received on March 16, 2020, verified by Tianjian Certified Public Accountants (special general partnership) and issued a capital verification report (Tianjian Yan [2020] No. 3-9). After the raised funds are received, they have been deposited in the special account for the raised funds, and a tripartite supervision agreement on the raised funds has been signed with the sponsor and the bank storing the raised funds.
On April 8, 2020, the company held the eighth meeting of the second board of directors and the second meeting of the second board of supervisors, deliberated and approved the proposal on changing the implementation subject of some raised investment projects and using the raised funds to increase capital to wholly-owned subsidiaries to implement raised investment projects, and agreed to change the "atmospheric environment AI big data system construction project" The implementation entities of "cloud chain database sharing and exchange platform upgrading R & D project" and "urban artificial intelligence software R & D and industrialization project" and use the raised funds to increase capital to the wholly-owned subsidiary to implement the raised investment project. All the raised funds have been deposited in the special account of the raised funds of each implementation subject, and the newly changed implementation subject has signed a four party supervision agreement on the raised funds with Rockontrol Technology Group Co.Ltd(688051) , the sponsor and the bank storing the raised funds.
On September 25, 2020, the company held the 15th meeting of the second board of directors and the 8th meeting of the second board of supervisors, deliberated and approved the proposal on using over raised funds to invest in the construction of urban new infrastructure big data operation service platform and the construction project of Internet of things cloud data center (phase I). All the raised funds have been deposited in the special account of raised funds of each implementation subject, The implementation subject of the raised investment project has signed a tripartite supervision agreement with Rockontrol Technology Group Co.Ltd(688051) , the sponsor and the bank storing the raised funds.
Accordingly, according to the disclosure of the company's prospectus for initial public offering and listing on the science and innovation board and the arrangement of the above-mentioned use plan of the raised funds, the investment projects and use plan of the raised funds from the initial public offering are as follows:
Project name total investment of the project raised funds investment amount of the project date when the project reaches the expected usable state (10000 yuan) (10000 yuan)
1、 Investment projects promised in the prospectus
Atmospheric environment AI big data volume 445817940 China Vanke Co.Ltd(000002) 022
Department construction project
Urban artificial intelligence software research 10175007 China Vanke Co.Ltd(000002) 021
Development and industrialization projects
Cloud chain database sharing and exchange 20250015 Shenzhen Zhongheng Huafa Co.Ltd(000020) 21
Platform upgrade R & D project
Environmental smart sensor upgrade 20292015 Shenzhen Zhongheng Huafa Co.Ltd(000020) 22
R & D projects
Subtotal 5881099500000
2、 Investment projects with over raised funds
Supplementary working capital 1093000--
Big data of new urban infrastructure 34 Ping An Bank Co.Ltd(000001) 4 China Vanke Co.Ltd(000002) 023
Operation service platform project
IOT cloud data center 484 Huaneng Power International Inc(600011) 50 Shanghai Medicilon Inc(688202) 2
Construction project (phase I)
Subtotal 93390003643688
3、 Total 152200998643688
2、 Specific conditions and reasons for the delay of some investment projects with raised funds
(I) adjustment of estimated usable state time of some raised investment projects
Combined with the actual progress of the current raised investment projects, the company plans to adjust the estimated usable state and time of some raised investment projects without changing the project implementation subject and the investment purpose of the raised funds, as follows:
Project Name: the original plan reaches the scheduled date after the delay
Available status date available status date
Cloud chain database sharing and exchange platform upgrade R & D project June 30, 2021
R & D and artificial intelligence software upgrading project on February 30, 2021
(II) reasons for the delay of some investment projects with raised funds
1. Cloud chain database sharing and exchange platform upgrade R & D project
The project mainly establishes a data sharing platform based on cloud + chain, which is used for the secure and trusted sharing of data between multiple departments based on blockchain, including access, analysis, cleaning, modeling, indicator application and data trusted sharing of multivariate and heterogeneous data. Due to the irregular outbreak of covid-19 epidemic, government departments are the front line of epidemic prevention and control, As a result, the investigation of basic data of multiple departments in the city was delayed due to the impact of the epidemic.
2. Urban artificial intelligence software upgrading, R & D and industrialization project
The total investment amount of the project is 101.75 million yuan, including 70 million yuan of raised funds to be used; As of December 31, 2021, the project has invested a total of 70.247 million yuan of raised funds (including interest income). Because AI model training and testing depend on the real data of the customer, it is necessary to go to the field to select and adjust the camera and collect the real scene data, and also need to manually produce the location for model adaptation and optimization; Due to the frequent dot like outbreak of covid-19 epidemic, the normal outdoor work is affected, the model development is delayed, and the test and optimization time of the model is also prolonged, which delays the closed-loop process from training to automatic deployment to final scene adaptation and optimization. In addition, for the research and development of AI chips involved in the project, the company decided to replace the research and development of AI chips with integrated domestic AI chips according to the external environment such as the increase of suppliers in the AI chip market, the enhancement of performance, the relevant talent reserve and the company's business focus's preference for specific AI scenario applications, Later, the company will use its own funds to continue to invest in the research and development of the real AI model of the project and the construction of AI platform software.
3、 The impact of the delay of some investment projects with raised funds on the company
The postponement of some raised investment projects is a prudent decision made according to the project arrangement. Although it has a certain impact on the implementation progress of raised investment projects, it has not changed or changed the investment direction of raised funds in a disguised form, and there is no situation damaging the interests of the company and shareholders, Comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the management of funds raised by listed companies. The extension of the project will not have a significant adverse impact on the company's normal production and operation, which is in line with the company's long-term development plan.
4、 Decision making procedures performed by the company
(I) deliberations of the board of directors
The company held the 28th meeting of the second board of directors on February 25, 2022 to review the proposal on the extension of some raised investment projects. All directors considered and adopted the proposal with 8 votes in favor, 0 against and 0 abstention.
(II) deliberation of the board of supervisors
The company held the 18th meeting of the second board of supervisors on February 25, 2022, and deliberated and adopted the proposal on the extension of some raised investment projects. The board of supervisors held that although the postponement of some raised investment projects had a certain impact on the implementation progress of raised investment projects, it did not change or change the investment direction of raised funds in a disguised form, and there was no damage to the interests of the company and shareholders. The decision-making and approval procedures were in line with the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies Relevant laws and regulations such as guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, as well as the articles of association and the company's management system for raised funds. In conclusion, the board of supervisors agreed to postpone some of the company's investment projects with raised funds.
(III) opinions of independent directors
Independent directors believe that although the postponement of some raised investment projects has a certain impact on the implementation progress of raised investment projects, it has not changed or changed the investment direction of raised funds in a disguised form, and there is no damage to the interests of the company and shareholders. The review procedures comply with relevant laws and regulations, the company's raised fund management system, Rockontrol Technology Group Co.Ltd(688051) articles of association and other relevant provisions. The independent directors of the company unanimously agreed on the extension of some raised investment projects of the company.
5、 Verification opinions of the recommendation institution
The postponement of some raised investment projects of the company has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, performed the necessary legal procedures, and complied with the provisions of relevant laws and regulations and the rules of the exchange. The postponement of some raised investment projects of the company complies with the administrative measures for the recommendation business of securities issuance and listing, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) According to the provisions of relevant laws and regulations such as the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the delay of some raised investment projects is in line with the actual situation of the company, does not belong to the substantive change of raised investment projects, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders. In conclusion, the recommendation institution has no objection to the extension of Rockontrol Technology Group Co.Ltd(688051) this part of the raised funds investment project.
(there is no text on this page, which is the signature page of Everbright Securities Company Limited(601788) verification opinions on the extension of Rockontrol Technology Group Co.Ltd(688051) some raised funds investment projects)
Sponsor representative (signature):
Wang Peng, Liu Haitao
Everbright Securities Company Limited(601788) February, 2022
