Securities code: Talkweb Information System Co.Ltd(002261) securities abbreviation: Talkweb Information System Co.Ltd(002261) Announcement No.: 2022009 Talkweb Information System Co.Ltd(002261)
Announcement on changing the purpose of raised funds
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Talkweb Information System Co.Ltd(002261) (hereinafter referred to as " Talkweb Information System Co.Ltd(002261) " or "the company") held the 17th meeting of the 7th board of directors and the 15th meeting of the 7th board of supervisors on March 23, 2022, and considered and adopted the proposal on changing the purpose of raised funds. According to the company's long-term strategic planning and industry market demand, in order to improve the use efficiency of raised funds and better meet the market demand, the company plans to adjust the existing raised investment projects and change the purpose of raised funds. The change of the purpose of the raised funds has been approved by all independent directors of the company and needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Basic information of raised funds
With the approval of the reply on the approval of Talkweb Information System Co.Ltd(002261) non-public Development Bank shares (zjxk [2020] No. 2400) issued by the China Securities Regulatory Commission, the company issued 147250800 RMB ordinary shares to specific objects in a non-public manner, with a par value of 1 yuan per share, an issue price of 6.22 yuan per share, and a total raised capital of 91589997600 yuan, deducting the recommendation and underwriting fees related to this offering After the intermediary service fee and other expenses of RMB 905119799 (excluding tax), the net amount of funds raised this time is RMB 90684877801.
The above raised funds have been transferred to the special account for raised funds of the company on September 10, 2021. Grant Thornton Certified Public Accountants (special general partnership) verified the availability of funds raised by the company's non-public offering of shares and issued Talkweb Information System Co.Ltd(002261) capital verification report (Grant Thornton Yan Zi (2021) No. 110c Tongling Nonferrous Metals Group Co.Ltd(000630) ).
The company has stored the raised funds in a special account, and signed relevant regulatory agreements with the sponsor and the commercial bank storing the raised funds.
2、 Change of raised investment projects
（1） Original project plan and actual investment
As of March 22, 2022, the company has used a total of 3371287 million yuan of raised funds, which has not been used yet
The balance of the raised funds account used is 5732758 million yuan (including the amount of special cash management account, financial income and
Interest income). The use of raised funds is as follows:
Unit: 10000 yuan
Item name and amount of interest income in the account of funds raised but not yet invested
No. net fund raising amount fund raising amount account balance
1 cornerstone research institute construction project 2110763 70.872103676 253.812129057
Construction of sales and service system
21039708 689.31970777 20.12972789 project
Industry smart cloud solutions
332217735990252622748 81.642630912 R & D project
4. Supplementary working capital 2696244
Total 906848833712875697201 355.575732758
（2） The purpose of the raised funds to be changed this time
In order to improve the use efficiency of raised funds, the company combines the development strategy, the progress of raised investment projects and the demand for funds
According to the situation, it is proposed to raise 1420763 million yuan of funds raised in the construction project of cornerstone Research Institute, sales and service entities
It is part of the construction project that raised 708627 million yuan and invested in the R & D project of "industry smart cloud solution"
Project "and newly added" industry release R & D project based on open source Hongmeng ". Investment of raised funds after the change of the company
The investment projects are as follows:
Unit: 10000 yuan
Before and after the project change
The project investment is planned to use raised funds, and the project investment is planned to use raised funds
Difference of raised funds No. 1 project name total investment amount project name total investment amount
(10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan)
Foundation stone Research Institute
1327116221107631020996690000 - 1420763 design project
Sales and service body
228933331039708653807331081 - 708627 are construction projects
Industry smart cloud solution industry smart cloud solution
3. R & D item of resolution 69199893221773 R & D item of resolution 55610453786244564471
4 supplementary working capital 36 China Vanke Co.Ltd(000002) 696244 supplementary working capital 36 China Vanke Co.Ltd(000002) 696244-
Based on open source Hongmeng
5 industry release version 281792116 Ping An Bank Co.Ltd(000001) Shanghai Pudong Development Bank Co.Ltd(600000) R & D project
Total 166844849068488136537699103569 350.81
（3） Reasons for changing the original raised investment project
The original raised investment project was determined by the company based on the market prospect and capacity at that time. In recent years, with the development of the company
Continuously comply with the national strategy and technical trend, and have made full achievements in the fields of domestic basic software and intelligent computing products
New breakthroughs and progress.
The company believes that the future is the era of digital localization, and the field of localization will change from the past
The localization of components extends to the localization of basic software and even the localization of full stack Xi Jinping General Secretary
The article "improving and expanding China's digital economy" focuses on "strengthening the tackling of key core technologies" and emphasizes "one"
1 difference = amount of raised funds after change - amount of raised funds before change
We must seize the opportunity and seize the commanding height of future development "; The future is also the era of interconnection of all things. As the next generation operating system for the interconnection of all things, Huawei Hongmeng operating system donated the Hongmeng basic capability code to Kaifang atomic open source foundation, China's first open source foundation registered by the Ministry of civil affairs and supervised by the Ministry of industry and information technology, in September 2020. The foundation then opened the source and named the open source project openatom openharmony ("openharmony").
Considering the judgment of the future trend and the overall strategic layout of the company, the company adopts a stable, cautious investment and construction strategy that matches the company's strategy. On the premise of ensuring the continuous operation of the cornerstone Research Institute and sales service system construction project, the company invests part of the raised funds into the "industry smart cloud solution R & D project" and the new "industry distribution R & D project based on open source Hongmeng", Further improve the use efficiency of the raised funds, so as to effectively support the business development of the company. The specific reasons are as follows:
1. Before the funds raised during the non-public offering period are in place, the company has initiated and established platform companies in many places across the country with its own funds, and the "platform + ecology" channel strategy has made fruitful progress. The construction project of sales and service system needs to be adjusted in scale.
As a functional strategy to deeply understand and quickly respond to customer needs and enhance the company's brand influence, the sales and service system is one of the important deployment points for the company's horizontal development from the region to the whole country. Since the release of Kunpeng ecological industry plan, the company is optimistic about the broad market prospect of Kunpeng computing industry and continues to increase investment in Kunpeng ecology. Before the funds raised by non-public offering in 2020 are in place, from 2019 to 2021, the company successively established Kunpeng platform company with its own funds in Changsha, Hunan, Guiyang, Guizhou, Lanzhou, Gansu and Yibin, Sichuan together with local governments, and established Internet of things company in Chongqing. As of December 31, 2021, the above companies are the holding subsidiaries of the company.
Since its establishment, the above platform companies have made significant help to Talkweb Information System Co.Ltd(002261) in regional market development, national sales layout, brand and ecological influence construction, and played a certain substitution effect for the sales and service system of the original planning layout. Considering the use efficiency of the raised funds and the company's current development strategy, the company plans to reduce the construction scale of the "sales and service system construction project" in the original raised investment project.
2. In line with the national strategy and technology upgrading trend (localization, interconnection of all things, cloud and SaaS), combined with the company's current advantageous layout, the company has increased its R & D investment in the root technology of the next generation operating system around openharmony, built an industry commercial distribution version based on openharmony, and built domestic full stack Industry Cloud solutions in key advantageous industries, so as to further build the company's core competitiveness and broaden the moat.
At present, the company is the silver donor of the open atom open source foundation and the class a candidate donor of the openharmony project group. It has led the establishment of the openharmony industrial Internet SIG and the education information data collection sig. Relying on major science and technology special projects of Hunan Provincial Department of science and technology and major scientific research projects such as "5g + smart education" in Guangdong Province, the company has made a series of substantive progress in the field of openharmony industry distribution. In addition, the company also established "Hunan kaihong Zhigu Digital Industry Development Co., Ltd." with its own capital investment. In the future, the company plans to rely on the advantageous layout, further increase the R & D investment in the root technology of the operating system, accelerate the implementation of the industry release in key industries, and truly seize the commanding height of the future science and technology competition.
At the same time, the company itself has more than 25 years of experience in government enterprise digital transformation services. With the further coding and layout of basic software and hardware during the non-public offering, the company has expanded from only having the ability of application software to having the ability of basic software and the ability of integrating software and hardware, all based on the localization technology route. In the future, the company will not only comply with the wave of software cloud and SaaS, realize the R & D transformation from solutions to products in advantageous industries, but also fully integrate the R & D achievements of the company in the industry release of openharmony, focusing on creating domestic full stack industry smart cloud solutions in the fields of education, examination, industrial Internet, transportation, enterprise management and so on, Truly implement the company's card position advantage into a product advantage with core competitiveness and realize the extension of capacity
