China Securities Co.Ltd(601066)
About Taiji Computer Corporation Limited(002368)
Verification opinions on changing the purpose of some raised funds and adjusting the implementation progress of some raised funds investment projects
China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) " and "sponsor") as a sponsor of Taiji Computer Corporation Limited(002368) (hereinafter referred to as " Taiji Computer Corporation Limited(002368) " and "company") for public issuance of convertible corporate bonds, in accordance with the administrative measures for securities issuance and listing recommendation business, the stock Listing Rules of Shenzhen Stock Exchange and the guidelines for standardized operation of listed companies of Shenzhen Stock Exchange According to the relevant provisions of laws and regulations such as the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the matters of Taiji Computer Corporation Limited(002368) changing the purpose of some raised funds and adjusting the implementation progress of some raised funds investment projects have been carefully verified. The specific verification conditions and verification opinions are as follows:
1、 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 publicly issued 10 million convertible corporate bonds in October 2019, with a face value of 100 yuan each, and the total amount of raised funds was 1 billion yuan. After deducting the issuance cost of 13.285 million yuan, the net amount of raised funds was 986.715 million yuan. The above-mentioned raised funds have been collected by Dahua certified public accountants (special general partnership) has verified and issued the verification report on the funds raised by Taiji Computer Corporation Limited(002368) public issuance of convertible corporate bonds (Dahua Yan Zi [2019] No. 000427). All the above raised funds have been deposited in the special account for raised funds.
2、 Basic information of investment projects with raised funds
According to the Taiji Computer Corporation Limited(002368) prospectus for public issuance of convertible corporate bonds (hereinafter referred to as the "prospectus"), the funds raised from the public issuance of convertible corporate bonds of the company are planned to invest in the following projects:
Unit: 10000 yuan
No. project name project required funds raised funds proposed investment amount
1 Taiji independent controllable key technology and product R & D and industrialization project 21863.097208.31
2 Taiji cloud computing center and cloud service system construction project 48830.8729981.94
No. project name project required funds raised funds proposed investment amount
3 Taiji industrial Internet service platform construction project 67916.1847899.00
3.1 acquisition of 9% equity held by minority shareholders of Huidian technology 4843.184800.00
3.2 industrial Internet service platform construction project (Beijing) 23453.0017603.00
3.3 Taiji industrial Internet service platform construction project (Xi'an) 39620.0025496.00
4. Supplementary working capital 14910.75 14910.75
Total 153520.89100000.00
The actual funds raised from the public offering of convertible corporate bonds (net amount after deducting issuance expenses) if the fund needs of the above projects cannot be met, the fund gap shall be solved by the company's self raised funds. Before the funds raised by the issuance of convertible corporate bonds are in place, if the company invests in the construction of the above projects with self raised funds, the company will replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
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 4800.004800.00 100.00%
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 13582.2513582.25 100.00%
Total 98671.5052749.7453 46%
3、 It is proposed to change the purpose of the raised funds and adjust the basic progress of the investment project of the raised funds
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 use efficiency of raised funds, The company plans to change the purpose of part of the raised funds of the raised investment project "Taiji industrial Internet service platform construction project" for the acquisition of Beijing NPC Jincang Information Technology Co., Ltd. (hereinafter referred to as "NPC Jincang") held by CLP Taiji (Group) Co., Ltd. (hereinafter referred to as "controlling shareholder" or "CETC Taiji") ）5.31% equity, and the transaction consideration is proposed to be RMB 60110900; Acquire the 4.52% equity of NPC Jincang held by CETC core technology R & D Investment Co., Ltd. (hereinafter referred to as "CETC research investment"), and the transaction consideration is proposed to be 51.1 million yuan; increase the capital of NPC Jincang, with a total amount of 182.75 million yuan; acquire Puhua basic software Co., Ltd. (hereinafter referred to as "Puhua software") held by CETC Taiji ）22.22%, and the transaction consideration is proposed to be 74.6581 million yuan. 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 holding subsidiary NPC Jincang 18275.00
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
4、 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 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 R & D software procurement. 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 the listed company 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 "Taiji" after careful research
