China Galaxy Securities Co.Ltd(601881)
Verification opinions on Hanwang Technology Co.Ltd(002362) adding a wholly-owned subsidiary as the implementation subject of the raised investment project and increasing the implementation location, and using the raised funds to provide loans to the new implementation subject to implement the raised investment project
China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as "sponsor") is the sponsor of Hanwang Technology Co.Ltd(002362) (hereinafter referred to as " Hanwang Technology Co.Ltd(002362) " and "the company") for this non-public offering of shares, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of funds raised by listed companies, The matters of Hanwang Technology Co.Ltd(002362) about adding a wholly-owned subsidiary as the implementation subject of the raised investment project, increasing the implementation location, and using the raised funds to provide loans to the new implementation subject to implement the raised investment project have been carefully verified. The specific verification conditions are as follows:
1、 Basic information of raised funds
According to the reply on the approval of Hanwang Technology Co.Ltd(002362) non-public Development Bank shares (zjxk [2020] No. 1911) issued by China Securities Regulatory Commission, the company was approved to issue 27465354 A shares of RMB common shares at the issue price of 20.73 yuan per share, the total amount of raised funds was 56935678842 yuan, after deducting the issuance expenses of 837933809 yuan (excluding tax), and the net amount of raised funds was 56097745033 yuan. ShineWing Certified Public Accountants (special general partnership) has verified the availability of the above raised funds and issued the capital verification report (xyzh / 2020bjaa80056) on December 28, 2020.
2、 Use of raised funds
According to the relevant proposals deliberated and adopted at the 19th (Interim) meeting of the 5th board of directors held on May 11, 2020, the 2019 annual general meeting of shareholders held on June 3, 2020 and the 27th (Interim) meeting of the 5th board of directors held on December 30, 2020, the raised funds of the company are intended to be used for the following items after deducting the issuance expenses:
No. project name total investment amount of the project proposed investment amount of raised funds (10000 yuan) (10000 yuan)
New generation natural language cognitive technology and text big data
1 open platform and application system 41908372337406
2 new generation neural network image, video and human behavior analysis platform and enterprise application project 1505931794718
3 upgrade the core chip of pen touch technology and pen interactive intelligence 2 Henan Bccy Environmental Energy Co.Ltd(300614) 1262199 digital product solution
4 supplementary working capital 13 Ping An Bank Co.Ltd(000001) 215451
Total 92973825609775
3、 Reasons and details of the implementation subject and location of the proposed new raised investment project
The company plans to add Beijing Hanwang shadow Research Technology Co., Ltd. (hereinafter referred to as "Hanwang shadow research") as the implementation subject of the fund-raising project of "new generation natural language cognitive technology and text big data open platform and application system", It is proposed to add Shenzhen Hanwang Technology Co.Ltd(002362) Co., Ltd. (hereinafter referred to as "Shenzhen Hanwang") as the implementation subject of the fund-raising project of "new generation neural network image, video and human behavior analysis platform and enterprise application project", and Shenzhen Hanwang Technology Co.Ltd(002362) Co., Ltd Beijing Hanwang Guocui Technology Co., Ltd. (hereinafter referred to as "Hanwang Guocui") is the implementation subject of the raised investment project of "upgrading the core chip of pen touch technology and pen interactive intelligent digital product solution"; And add the registered address of the above subject as the specific implementation place of the raised investment project. The implementation subjects of the raised investment projects proposed to be added by the company this time are all wholly-owned subsidiaries of the company. According to the actual situation and development planning, the company fully considers the actual needs of the implementation of the raised investment projects of the company, which is conducive to improving the use efficiency of the raised funds, accelerating the implementation progress of the raised investment projects, and meeting the actual situation of the company and the needs of project implementation.
4、 The use of the raised funds to provide loans to the implementation subject of the new raised investment project to implement the raised investment project
In order to meet the fund demand for the implementation of the raised investment project and ensure the standardized management and efficient utilization of the raised funds in the process of project construction and implementation, the company plans to use the raised funds to provide a total loan of 130 million yuan to Hanwang shadow research, Shenzhen Hanwang and Hanwang Guocui, the new implementation subjects of the raised investment project, which is specially used to promote the construction and implementation of the raised investment project. The details of the loans provided are shown in the table below:
Project name proposed borrower proposed loan amount (10000 yuan)
Project name proposed borrower proposed loan amount (10000 yuan)
New generation natural language cognitive technology and text Da Han Wang Yingyan 5000 data open platform and application system
New generation neural network image, video and humanoid line Shenzhen Hanwang 1000 as analysis platform and enterprise application project
Upgrade the core chip of pen touch technology and pen delivery Shenzhen Hanwang 3000 mutual intelligent digital product solution Hanwang Guocui 4000
Total 13000
The above loan term shall not exceed 5 years from the date of loan issuance.
The loan principal can be issued in installments according to the needs of the project. Each loan is calculated separately according to the loan term. The loan interest rate is determined by the loan market quotation interest rate (LPR) for the same period last published by the national interbank lending center on the working day before the loan date (withdrawal date) of each loan. According to the actual needs of the project construction invested by the raised funds, it can be renewed or repaid in advance.
(I) basic information of the borrower
1. Beijing Hanwang Yingyan Technology Co., Ltd
Name: Beijing Hanwang Yingyan Technology Co., Ltd
Registered address: 1032, first floor, building 8, No. 1129, Huihe South Street, Banbidian village, Gaobeidian Township, Chaoyang District, Beijing
Enterprise type: limited liability company
Legal representative: Liu Yingjian
Date of establishment: July 15, 2005
Business scope: technology promotion; Technology development; Technical services; Technical consultation; Big data services; Public software services; Computer system services; Information system integration service; Information system operation and maintenance services; Data processing; Filing service; Sales of computers, software and auxiliary equipment, mechanical equipment. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
The detection and recognition and other technology research and development related to character recognition and related technology licensing services.
Registered capital: 5 million yuan
Shareholders: the company directly holds 100% of its equity.
Operation: the company has control over it, with stable operation, controllable financial condition and controllable performance risk.
Hanwang Yingyan does not belong to the dishonest executee.
2. Shenzhen Hanwang Technology Co.Ltd(002362) Co., Ltd
Name: Shenzhen Hanwang Technology Co.Ltd(002362) Co., Ltd. (hereinafter referred to as "Shenzhen Hanwang")
Registered address: Room 203, No. 32, Huimin 1st Road, Guihua community, Guanlan street, Longhua District, Shenzhen
Enterprise type: limited liability company
Legal representative: Liu Yingjian
Date of establishment: December 24, 2021
Business scope: general business items are: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Information consulting services (excluding licensed information consulting services); Software development; Information technology consulting services; Sales of electronic products; Retail of computer software, hardware and auxiliary equipment; Sales of special equipment for environmental protection; Sales of intelligent power transmission and distribution and control equipment; Sales of industrial automatic control system devices; Instrument sales; Sales of intelligent unmanned aerial vehicles; Sales of class I medical devices; Manufacturing of computer software, hardware and peripheral equipment; Intelligent unmanned aerial vehicle manufacturing; Manufacturing of auto parts and accessories; Integrated circuit design; China trade agency; Manufacturing of mechanical and electrical equipment; Internet sales (except sales of goods requiring license). (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license). The licensed business items are: the production of class I medical devices; Production of class II medical devices; Production of class III medical devices; Sales of class II medical devices; Class III medical device business; Import and export agency; Internet platform. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Registered capital: 10 million yuan
Shareholders: the company directly holds 100% of its equity.
Operation: the company has control over it, with stable operation, controllable financial condition and controllable performance risk.
Shenzhen Hanwang is not a dishonest person.
3. Beijing Hanwang Guocui Technology Co., Ltd
Name: Beijing Hanwang national essence Technology Co., Ltd. (hereinafter referred to as "Hanwang national essence")
Registered address: Zone 3b, floor 3, building 5, No. 8, Dongbeiwang West Road, Haidian District, Beijing
Enterprise type: limited liability company
Legal representative: Liu Yingjian
Date of establishment: December 13, 2010
Business scope: technology development, technology promotion, technology transfer, technical consultation and technical services; Sales of communication equipment, computers, software and auxiliary equipment, electronic products and self-developed products; Software development. (enterprises shall independently choose business items and carry out business activities according to law; for projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by industrial policies of this city.)
Registered capital: 10 million yuan
Shareholders: the company directly holds 100% of its equity.
Operation: the company has control over it, with stable operation, controllable financial condition and controllable performance risk.
The quintessence of the king of Han Dynasty does not belong to the dishonest executee.
(II) the impact and risk of adding the implementation subject and place of the raised investment project, and providing loans to the implementation subject of the raised investment project to implement the raised investment project
The decision of the company to increase the implementation subject and place of the raised investment project this time is made according to the actual situation of the project. There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of the company and all shareholders, which will not have an adverse impact on the operation and financial status of the company. The implementation subjects of the new raised investment projects are all wholly-owned subsidiaries of the company. There is no new risk or uncertainty for the company, which is conducive to the company to give full play to the benefits of raised funds in time and maximize the interests of the company and the majority of investors.
The use of the raised funds to provide loans to the implementation subject of the new raised investment project to implement the raised investment project is based on the specific needs of the implementation of the company's raised funds use plan, which is helpful to promote the construction and development of the raised investment project. It does not change the investment direction and project construction content of the raised funds, and will not have a substantive impact on the implementation of the raised investment project. It meets the business needs of the company and does not damage the interests of the company and shareholders.
5、 Review procedures and special opinions
(I) deliberations of the board of directors
The company held the 10th meeting of the 6th board of directors on March 31, 2022, deliberated and approved the proposal on adding a wholly-owned subsidiary as the implementation subject of the raised investment project and increasing the implementation location, and using the raised funds to provide loans to the new implementation subject to implement the raised investment project, and agreed to add a wholly-owned subsidiary as the implementation subject of the raised investment project Increase the implementation location and use the raised funds to provide loans to the new implementation subject to implement the raised investment project.
(II) opinions of the board of supervisors
The company held the sixth meeting of the sixth board of supervisors on March 31, 2022, deliberated and approved the proposal on adding a wholly-owned subsidiary as the implementation subject of the raised investment project and increasing the implementation location, and using the raised funds to provide loans to the new implementation subject to implement the raised investment project, and agreed to add a wholly-owned subsidiary as the implementation subject of the raised investment project Increase the implementation location and use the raised funds to provide loans to the new implementation subject to implement the raised investment project.
(III) opinions of independent directors
