China Securities Co.Ltd(601066)
About Talkweb Information System Co.Ltd(002261)
Verification opinions on changing the purpose of raised funds
As the sponsor of Talkweb Information System Co.Ltd(002261) (hereinafter referred to as " Talkweb Information System Co.Ltd(002261) " or "the company") for non-public offering of A-Shares in 2020, China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities" or "the sponsor") in accordance with the administrative measures for securities issuance and listing recommendation business and the stock listing rules of Shenzhen Stock Exchange In accordance with the provisions of relevant laws, regulations and normative documents, such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, the Talkweb Information System Co.Ltd(002261) change of the purpose of raised funds has been carefully verified. The relevant information is as follows:
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
(I) original project plan and actual investment
As of March 22, 2022, the company has used a total of 337128700 yuan of raised funds, which has not been fully utilized
The balance of the raised funds account used is 5732758 million yuan (including the amount of special cash management account, financial income and profit)
Interest income). The use of raised funds is as follows:
Unit: 10000 yuan
No. project name proposed to be invested in raising fund account of accumulated interest income invested in raising but not invested in raising fund
Fund amount fund raising amount fund amount account balance
1 foundation stone research institute construction 2110763 70.872103676 253.812129057
Design project
2 sales and service body 1039708 689.31970777 20.12972789
Department construction project
Industry intelligence cloud solution
3 solution R & D item 32217735990252622748 81.642630912
order
4 supplementary working capital 2696244 ---
Total 906848833712875697201 355.575732758
(II) 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 a part of the construction project that raised 708627 million yuan and invested in the "industry smart cloud solution R & D project"
And add "industry release R & D project based on open source Hongmeng". Investment projects of raised funds after the change of the company
The situation is as follows:
Before and after the project change
No. name of the project to be financed with raised funds total investment amount of the project (10000 project name total investment amount of the project to be financed with raised funds difference of 10000 yuan) (10000 yuan) capital amount (10000 yuan)
1 cornerstone Research Institute 32711622110763 cornerstone Research Institute 1020996690000 -1420763 construction project
Sales and service sales and service
2 system construction item 28933331039708 system construction item 653807331081 - 708627
Industry smart cloud industry smart cloud
3 solution research 69199893221773 solution research 55610453786244564471 development project
4 supplementary working capital 36 China Vanke Co.Ltd(000002) 696244 supplementary working capital 36 China Vanke Co.Ltd(000002) 696244 - Gold
5 based on Kaiyuan hong281792116 Ping An Bank Co.Ltd(000001) Shanghai Pudong Development Bank Co.Ltd(600000)
1 difference = amount of raised funds after change - amount of raised funds before change
Before and after the project change
No. name of the project to be financed with raised funds total investment amount of the project (10000 project name total investment amount of the project to be financed with raised funds difference of 10000 yuan) (10000 yuan) capital amount (10000 yuan)
Mongolian Industry Development
Line version R & D items
order
Total 166844849068488136537699103569 350.81
(III) reasons for changing raised investment projects
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"
We must seize the opportunity and seize the commanding height of future development "; The future is also an era of interconnection of all things. Huawei hongmengcao
As the next generation operating system for the interconnection scenario of all things, Huawei will hongmengji in September 2020
The basic capability code is donated to China's first open source foundation registered by the Ministry of civil affairs and supervised by the Ministry of industry and information technology-
Open atom open source foundation. 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 and consistent approach
The investment and construction strategy matched by the company's strategy ensures the continued development of cornerstone Research Institute and sales service system construction projects
Under the premise of operation, part of the raised funds will be invested in the "industry smart cloud solution R & D project" and the new "base"
"Open source Hongmeng's industry distribution R & D project" to further improve the use efficiency of the raised funds, so as to have
Effectively support the company's business development. The specific reasons are as follows:
1. Before the funds raised during the non-public offering period are in place, the company will issue shares in many places across the country with its own funds
Since the establishment of the platform company, "platform + ecology" channel strategy has made fruitful progress in sales and service
The system construction project needs to be adjusted in scale
The sales and service system is the key to deeply understand and quickly respond to customer needs and enhance the company's brand influence
Functional strategy is one of the important deployment points of the company from regional horizontal development to the whole country. From Kunpeng ecological industry plan
Since the release of the plan, the company is optimistic about the broad market prospect of Kunpeng computing industry and continues to increase investment in Kunpeng ecology
Input strength. 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.
According to the current advantageous layout of the company, the company has increased its R & D investment in the root technology of the next generation operating system around openharmony, created an industry commercial distribution based on openharmony, and focused on
