Area of auxiliary function; (2) In combination with the differences in product performance and technical level between this raised investment project and the company’s existing business, explain the determination basis and rationality of the R & D personnel and the required number of people of the raised investment project, and whether the per capita site area is reasonable; Explain whether the selection of comparable companies is reasonable in combination with the implementation location, business type and R & D mode of the raised investment project; (3) The formation process and estimated repayment time of other receivables of Rainbow Technology; The reason and rationality for Han nationality holding to repay the principal and interest of China Citic Bank Corporation Limited(601998) Shenzhen Branch on behalf of rainbow nano, whether corresponding contracts or agreements have been signed, specific repayment arrangements, and whether there are other interest arrangements; (4) In the acquisition of Rainbow Technology equity project, whether the specific calculation process of the proposed raised funds involves the use of the raised funds to purchase creditor’s rights in a disguised form, and whether to supplement the working capital in a disguised form; (5) In combination with the above situation, the necessity of purchasing the property, the relationship with the implementation of the raised investment project, and the improvement of the company’s existing business in product performance and technical level compared with the raised investment project, explain the reasons why the issuer chooses to purchase the property rather than lease the property for implementation, and whether it complies with the relevant provisions that the raised funds should be invested in the field of scientific and technological innovation.
The reporting accountant and the lawyer of the issuer shall check and express their opinions.
（1） The specific situation and planning of the property purchased, and the area of R & D, office and other auxiliary functions 1 Background of property purchase
With the rapid development of business, the R & D investment scale of the company is gradually expanded and the R & D team is continuously expanded. Under the background of constantly updating the technical level of the industry, the company will continue to strengthen R & D investment and R & D team construction. However, the company’s existing R & D site has been relatively tight, which has a certain impact on the efficiency of R & D work and is more difficult to meet the needs of R & D innovation in the future.
The total investment of the raised investment project ” Autel Intelligent Technology Corp.Ltd(688208) R & D center construction and new generation intelligent maintenance and new energy comprehensive solution R & D project” is 1722193600 yuan, of which 900 million yuan is raised, and the rest is self owned funds; According to the calculation, there will be 817 R & D personnel (excluding supporting administrative personnel) in the third year of the implementation of the project. The company needs to provide corresponding R & D sites for the project.
By acquiring 100.00% equity of rainbow technology, the company obtained the ownership of the target property under the name of rainbow nano, a wholly-owned subsidiary of rainbow technology. As a supporting R & D site for the above projects, it can better meet the requirements of the project. On the one hand, the purchase of the property will provide the R & D site for the R & D project and effectively solve the dilemma of insufficient R & D site of the company at present; On the other hand, the purchase of self owned sites can avoid problems such as scattered R & D sites, difficult rent-seeking and rising rent, and provide effective guarantee for the good, stable and sustainable operation of the company. In addition, the purchase of property can improve the office environment of R & D personnel and help introduce industry professionals, so as to further improve the overall R & D technology level of the company, speed up the R & D progress, and keep the company’s automotive diagnosis technology in a leading position in the world and China.
2. Specific situation and planning of property purchase
The transaction price of acquiring 100% equity of Rainbow Technology in the “project of acquiring 100.00% equity of Shenzhen Rainbow Technology Development Co., Ltd.” is based on the appraisal report on all equity assets of shareholders of Shenzhen Rainbow Technology Development Co., Ltd. involved in Autel Intelligent Technology Corp.Ltd(688208) proposed equity acquisition issued by Shenzhen Pengxin asset appraisal Land Real Estate Appraisal Co., Ltd (Peng Xin Zi Ping Bao Zi [2021] No. S153) the appraisal result is 7569854 million yuan as the reference basis (including the appraisal value of the rainbow technology building is 7017492 million yuan). According to the negotiation between the two parties, the final transaction price is 745115 million yuan.
On August 18, 2021, the company and Han nationality holdings signed the equity acquisition agreement on Shenzhen Rainbow Technology Development Co., Ltd. (hereinafter referred to as the equity acquisition agreement). According to the negotiation between the two parties, the transaction price of 100% equity of rainbow technology is determined as 70 million yuan in cash and Autel Intelligent Technology Corp.Ltd(688208) undertakes the debt of 45.115 million yuan that Han nationality holding should repay to rainbow nano, that is, the actual transaction consideration is 745115 million yuan. The relevant equity change registration procedures were completed on August 19, 2021.
By acquiring 100.00% equity of rainbow technology, the company obtained the real estate No. 0239201 of Guangdong (2019) Shenzhen real estate property right under the name of rainbow nano, a wholly-owned subsidiary of rainbow technology. The real estate is located in rainbow technology building, No. 5 Industrial Zone, Beihuan Avenue. The parcel number of the plot is t4010027. The nature of the right is other / commercial housing, and the purpose is industrial land / plant, office and canteen.
3. Area of R & D, office and other auxiliary functions
The total construction area of the target property is 2860475 square meters, including 2369571 square meters of aboveground buildings and 490904 square meters of underground garage. Among them, the R & D area is 1975758 square meters, the conference room is 120000 square meters, the auxiliary administrative office area is 400.00 square meters, the machine room is 300.00 square meters, and other auxiliary functional areas (including front desk and display reception area, restaurant, employee activity area and toilet, etc.) are 203815 square meters. The specific planning of the target property is shown in the table below:
Unit: M2
Functional area remarks
Total site area 2860475
Including: 490904 of underground garage
Fund purchase
Aboveground buildings 2369571
Including: R & D office area 1489715
R & D testing laboratory 486043 fund purchase
Conference room 120000
Auxiliary administrative office area 400.00
Machine room 300.00 self owned
Fund purchase
Other auxiliary function areas (including front desk and
Display reception area, restaurant and employee activities 203815
Area and toilet, etc.)
（2） Combining this raised investment project with the company’s existing business in terms of product performance and technical level
Explain the basis and rationality for determining the R & D personnel and the required number of people for the raised investment project. The per capita site area is
Whether it is reasonable; Combined with the implementation location, business type and R & D mode of the raised investment project, it shows that the selection of comparable companies is
No reasonable
1. Differences in product performance and technical level between this raised investment project and the company’s existing business
” Autel Intelligent Technology Corp.Ltd(688208) R & D center construction and R & D of new generation intelligent maintenance and new energy comprehensive solutions
The specific investment composition of the project is as follows:
Unit: 10000 yuan
Non capital non capital expenditure raised capital investment raised capital investment serial number project name total investment expenditure amount fund source amount whether it belongs to capital expenditure
Autel Intelligent Technology Corp.Ltd(688208) R & D Center
1 construction and new generation intelligence 172219365239705 self owned capital 9000000 capital expenditure maintenance and new energy comprehensive
Solution R & D project
R & D site (acquisition of rainbow)
1.1 100% equity of science and Technology (74511504834966 capital expenditure items)
New generation intelligent maintenance and
1.2 R & D project of new energy comprehensive solution party 97707865239705 self owned capital 4165033 capital expenditure case
1.2.1 project construction 2593890 — 2246619 capital expenditure
1.2.2 other expenses of project construction 607.08-419.32 capital expenditure
1.2.3 R & D investment 69246045048121 self owned capital 1876483 capital expenditure
1.2.3.1 next generation tablet & lower computer 846209 — 846209 capital expenditure
1.2.3.2 intelligent diagnosis 1847623 own funds —
1.2.3.3 upgrade of diagnostic software 2006131 own funds —
1.2.3.4 new energy tool chain 1030274 — 1030274 capital expenditure
Auto owned capital data center -913.68-
1.2.3.6 other expenses 276000 own funds 276000 —
1.2.4 reserve fund 191584 self owned funds —
The R & D subprojects of this raised investment project include the next generation of tablet & lower computer, intelligent diagnosis, diagnosis software upgrade, new energy tool chain and automobile data center. It is a horizontal expansion of the iterative upgrading of the company’s existing product categories and a vertical extension to the downstream field of new energy vehicles.
① The next generation of tablet & lower computer has been comprehensively upgraded in hardware compared with the existing tablet products, and equipped with new software function modules. The sub project finally develops a more competitive diagnosis and detection product in hardware performance and software function;
② Intelligent diagnosis introduces AI recommendation algorithm and the function of automatically searching and sorting cases into the existing intelligent diagnosis and analysis system to realize more accurate maintenance case recommendation;
③ Upgrade the diagnostic software, modify the underlying code of the existing software platform and carry out lightweight upgrade;
④ The new energy tool chain is a newly developed product to create a tool ecology of new energy diagnosis and detection system. It is expected that the R & D achievements include new energy diagnostic instrument, high-voltage safety measurement equipment, battery balancer, charging and discharging motor, air tightness tester, etc., and there is no corresponding existing product;
⑤ The auto data center adds the function of automatically searching the parts, maintenance scheme and other information of the corresponding vehicle through VIN code and fault code.
In the above-mentioned research and development subprojects, the R & D and use of the next generation tablet & lower computer and new energy tool chain will raise funds, and the two research and development subprojects will produce new products.
The differences in product performance and technical level between each research and development sub project and the company’s existing business are as follows:
Sub project name R & D project
