Securities code: 002368 securities abbreviation: Taiji Computer Corporation Limited(002368) Announcement No.: 2021-059 bond Code: 128078 bond abbreviation: Taiji convertible bond
Taiji Computer Corporation Limited(002368)
On changing the purpose of some raised funds and adjusting some investment projects of raised funds
Announcement of implementation progress
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Taiji Computer Corporation Limited(002368) (hereinafter referred to as " Taiji Computer Corporation Limited(002368) " or "the company") convened the 43rd meeting of the 5th board of directors on December 14, 2021, deliberated and adopted the proposal on changing the purpose of some raised funds and adjusting the implementation progress of some raised funds investment projects 。 After careful research and comprehensive consideration of future development strategy, market environment and other factors, in order to improve the use efficiency of raised funds and safeguard the interests of all shareholders, The company plans to change part of the raised funds of the investment project "Taiji industrial Internet service platform construction project" raised by convertible corporate bonds to acquire the minority equity of Beijing NPC Jincang Information Technology Co., Ltd. (hereinafter referred to as "NPC Jincang") and increase its capital, and acquire CLP Taiji (Group) Co., Ltd. (hereinafter referred to as "controlling shareholder") Or part of the equity of Puhua basic software Co., Ltd. (hereinafter referred to as "Puhua software") held by "Dianke Taiji"). After the completion of this transaction, the company will absolutely control the Jincang of the National People's Congress and become the second largest shareholder of Puhua software.
This transaction constitutes a connected transaction and does not constitute a major asset reorganization. The change of some investment projects with raised funds needs to be submitted to the general meeting of shareholders and the meeting of bondholders of convertible companies for deliberation and approval. Relevant matters are hereby announced as follows:
1、 Overview of changing the purpose of some raised funds and adjusting the implementation progress of some raised funds investment projects (I) basic information of raised funds
Approved by China Securities Regulatory Commission on approving Taiji Computer Corporation Limited(002368) public issuance of convertible corporate bonds (zjxk [2019] No. 1573) approved that the company has publicly issued 10 million convertible corporate bonds to the public, with a face value of RMB 100.00 each and a term of 6 years. The total amount of funds raised is RMB 100 million. After deducting the issuance expenses of RMB 13.285 million, the net amount of funds actually raised by the company is RMB 986.715 million. The availability of the above raised funds It has been verified by Dahua Certified Public Accountants (special general partnership) and issued the verification report on the funds raised by Taiji Computer Corporation Limited(002368) public issuance of convertible corporate bonds (dhyz [2019] No. 000427).
As of September 30, 2021, the cumulative use of the company's raised funds is as follows:
No. project name raised funds commitment investment cumulative investment progress total investment (10000 yuan) amount (10000 yuan)
1 Taiji independent controllable key technology and product R & D and industry 7208.314366.4560 58% project
2 Taiji cloud computing center and cloud service system construction project 29981.9429375.7497 98%
3. Taiji industrial Internet service platform construction project 47899.005425.3011 33%
3.1 acquire 9% equity held by minority shareholders of Huidian technology 4800.004800.00100 00%
3.2 industrial Internet service platform construction project (Beijing) 17603.00625.303.55%
3.3 Taiji industrial Internet service platform construction project (Xi'an) 25496.000.000.00%
4. Supplementary working capital 13582.2513582.25100 00%
Total 98671.5052749.7453 46%
（2） It is proposed to change the purpose of some raised funds and adjust the implementation progress of some raised funds investment projects
In order to implement the national development strategy of Internet information industry, improve the company's independent and controllable industrial layout, safeguard the interests of the company and all shareholders, and improve the efficiency of the use of raised funds, the company plans to change part of the raised funds of the raised investment project "Taiji industrial Internet service platform construction project" for the purpose of acquiring 5.31% of the equity held by Taiji of CETC, The transaction consideration is proposed to be 60.1109 million yuan; Acquisition of CETC core technology R & D Investment Co., Ltd. (hereinafter referred to as "CETC R & D investment") ）It holds 4.52% of the equity of Jincang of the National People's Congress, and the transaction consideration is proposed to be 51.1 million yuan; Increase the capital of the gold warehouse of the National People's Congress, with a total amount of 182.75 million yuan; The acquisition of 22.22% equity of Puhua software held by cetca Taiji, with the transaction consideration of RMB 74.6581 million. The final transaction price will be determined on the basis of the asset appraisal results assessed by the asset appraisal institution with securities practice qualification and filed with the competent State-owned Assets Management Institution on December 31, 2020 as the appraisal base date. The total amount of funds raised to be changed this time accounts for 37.36% of the net funds raised by the company's public issuance of convertible corporate bonds. After the completion of this transaction, the company will hold 51% equity of NPC Jincang and 20% equity of PWC software.
Meanwhile, the company plans to adjust the fund use and implementation progress of the industrial Internet service platform construction project (Beijing).
The capital investment of the raised investment project after the change is as follows:
No. project name total amount of committed investment of raised funds (10000 yuan)
1 Taiji independent controllable key technology and product R & D and industrialization project 7208.31
2 Taiji cloud computing center and cloud service system construction project 29981.94
3 Taiji industrial Internet service platform construction project 11037.10
3.1 acquisition of 9% equity held by minority shareholders of Huidian technology 4800.00
3.2 industrial Internet service platform construction project (Beijing) 6237.10
4. Acquire the equity of NPC Jincang and increase the capital of NPC Jincang by 29396.09
4.1 acquisition of some shares of Jincang of NPC held by CETC Taiji 6011.09
4.2 acquisition of 5110.00 shares of NPC Jincang held by CETC research and investment
4.3 capital increase of 18275.00 to the holding subsidiary NPC Jincang
5. Acquisition of part of the equity of PWC software held by the controlling shareholder 7465.81
6. Supplementary working capital 13582.25
Total 98671.50
（3） Review procedures performed and to be performed
On December 14, 2021, the company held the 43rd meeting of the 5th board of directors. The proposal on changing the purpose of some raised funds and adjusting the implementation progress of some raised funds investment projects was considered and adopted by 5 votes in favor, 0 votes against and 0 abstentions. The related directors avoided voting, The independent directors expressed their prior approval opinions and independent opinions.
On December 14, 2021, the company held the 32nd meeting of the 5th board of supervisors, and considered and adopted the proposal on changing the purpose of some raised funds and adjusting the implementation progress of some raised funds investment projects with 5 votes in favor, 0 votes against and 0 abstentions.
This transaction constitutes a connected transaction and needs to be approved by the general meeting of shareholders. The connected shareholders interested in the connected transaction will avoid voting.
This transaction needs to be submitted to the bondholders' meeting of convertible companies for deliberation and approval.
This transaction still needs to obtain asset appraisal filing and economic behavior approval in accordance with relevant provisions of state-owned assets management. 2、 Reasons for changing the purpose of some raised funds and adjusting the implementation progress of some raised funds invested projects (I) the original plan and actual investment of the raised funds invested projects
Project 1: Industrial Internet service platform construction project (Xi'an)
"Industrial Internet service platform construction project (Xi'an)" has obtained the filing confirmation of Shaanxi enterprise investment project with the project code of 2018-610161-65-03-065345 from the administrative examination and approval service bureau of Xi'an high tech Zone. The project is not within the scope of the classified management directory of environmental impact assessment of construction projects and does not need to obtain environmental assessment procedures. The project is owned by Taiji Computer, a wholly-owned subsidiary of the company (Shaanxi) Co., Ltd. (hereinafter referred to as "Taiji Shaanxi") ）Responsible for the implementation, the total investment of the project is 396.2 million yuan, and the total investment of raised funds is 254.96 million yuan. All of them are used for infrastructure investment, equipment and software investment, which are capitalized expenses, including 92.78 million yuan for Xi'an Industrial Internet R & D base, 102.18 million yuan for Xi'an Industrial cloud computing center, and 60 million yuan for R & D software procurement. The original planned construction period of the project is 36 months, the original predicted financial internal rate of return is 11.73%, and the static investment payback period is 7.83 years.
As of the date of this announcement, the project has not been implemented, and the unused raised funds totaled 254.96 million yuan (excluding interest), which were deposited in the special account of the raised funds project.
Project 2: Industrial Internet service platform construction project (Beijing)
The "industrial Internet service platform construction project (Beijing)" has been approved and filed by Beijing Chaoyang District Development and Reform Commission in "Jing Chao Yang FA Gai (BEI) [2018] No. 132 document", and has obtained the notice of inadmissibility issued by Beijing Chaoyang District Environmental Protection Bureau in "2018-008 document" 。 On April 29, 2020, the 29th meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on changing the implementation subject of some investment projects with raised funds, It is agreed to adjust the implementation subject of "Taiji industrial Internet service platform construction project (Beijing)" from Beijing Huidian Technology Co., Ltd. (hereinafter referred to as "Huidian technology") to Taiji Computer Corporation Limited(002368) 。 The total investment of the project is 234.53 million yuan, and the total investment of the raised funds is 176.03 million yuan. All of them are used for infrastructure investment and software and hardware investment, which are capitalized expenses, including 101.03 million yuan for the construction of industrial Internet technology service center and platform equipment, and 75 million yuan for the purchase of R & D software. The original planned construction period of the project is 36 months, the original predicted financial internal rate of return is 20.39%, and the investment payback period (including construction period) is 6.44 years.
As of the date of this announcement, the project has invested a total of 6.253 million yuan, and the unused raised funds totaled 16.977 million yuan (excluding interest), which are deposited in the special account of the raised funds project.
（2） Specific reasons for changing the purpose of some raised funds and adjusting the implementation progress of some raised investment projects
In view of the fragmentation stage of the current industrial Internet market development, the industry business presents a diversified trend, and it is difficult to take into account the scale and refinement, the company will focus on the development of industrial Internet industry solutions in combination with its own ability advantages. At the same time, coupled with the repeated covid-19 epidemic outside China since 2020, the investment progress of "Taiji industrial Internet service platform construction project" is less than expected. In order to better safeguard the interests of listed companies and all shareholders, seize the business opportunity of the state's vigorous development of domestic basic software, combined with the follow-up business plan, the company plans to reduce the investment scale of "Taiji industrial Internet service platform construction project" and slow down the investment progress of "industrial Internet service platform construction project (Beijing)".
At present, the state attaches great importance to tackling key core technologies and independent innovation, The development plan of software and information technology service industry in the 14th five year plan issued by the Ministry of industry and information technology lists "focusing on basic software and promoting the integration, adaptation and optimization of operating system and database, middleware, office suite, security software and various applications" as the main task during the 14th five year plan period. In order to seize the opportunities of independent and controllable industries, improve the company's basic software industry system covering operating system, database and middleware, improve the comprehensive strength of listed companies and realize the appreciation and preservation of state-owned assets, the company, based on the principle of prudent operation and in combination with its own development strategy and actual production and operation needs, now plans to "Taiji industrial Internet service"
