China Galaxy Securities Co.Ltd(601881)
Verification opinions on Hanwang Technology Co.Ltd(002362) adding a non wholly owned holding 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 non wholly-owned subsidiaries 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 Shenzhen Hanwang Youji Technology Co., Ltd. (hereinafter referred to as "Hanwang Youji") as 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 increase its registered address as the specific implementation place of the raised investment project.
Hanwang Youji, a holding subsidiary of the company, is the business entity of the sales and R & D of digital painting products of the company's pen intelligent interactive products. Its digital painting products based on wireless passive electromagnetic touch technology have strong market competitiveness. This time, it is added as the main system for the implementation of raised investment projects. According to the actual situation and development plan of the company, and taking full account of the actual needs of the implementation of raised investment projects of the company, it is conducive to improving the use efficiency of raised funds and accelerating the implementation progress of raised funds investment projects. It meets the actual situation of the company and the needs of project implementation, and the company can ensure the effective control of raised funds investment projects.
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 loan of 40 million yuan to Hanwang Youji, the new implementation subject of the raised investment project, which is specially used to promote the construction and implementation of the raised investment project. The details of the loan are shown in the table below:
Project name proposed borrower proposed loan amount (10000 yuan)
Upgrade the core chip of pen touch technology and Hanwang Youji 4000 mutual intelligent digital product solution
Total 4000
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
Name: Shenzhen Hanwang Youji Technology Co., Ltd
Registered address: Floor 2, floor 3, West and floor 4, Fulong Industrial Park, Huaxing Road, Langkou community, Dalang street, Longhua District, Shenzhen
Enterprise type: limited liability company
Legal representative: Zhang Xuejun
Date of establishment: November 6, 2017
Business scope: general business items are: R & D and sales of computer graphics products (excluding Publications); R & D and sales of handwritten digital products in basic education (excluding Publications); China trade; Import and export of goods and technology; Sales of electronic products, Internet technology services, information technology services.
(except for the items prohibited by laws and administrative regulations; the items restricted by laws and administrative regulations can be operated only after obtaining a license). The licensed business items are: the production of computer drawing products and the production of handwritten digital products in basic education
Registered capital: 212984 million yuan
Shareholders: the company directly holds 51% of its equity, and Mr. Li Yuanzhi, the director of the company, holds 49% of its equity.
Operation: the company has control over it, with stable operation, controllable financial condition and controllable performance risk.
Wang Youji of Han Dynasty is not a person subject to execution for breach of faith.
(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 subject of the new raised investment project is the holding subsidiary of the company, which can ensure the effective control of the investment project with raised funds. This new project 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 non wholly owned subsidiaries as the implementation subject of raised investment projects and increasing the implementation location, and using the raised funds to provide loans to the new implementation subject to implement raised investment projects, and agreed to add non wholly owned subsidiaries as the implementation subject of raised investment projects 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 non wholly owned subsidiaries as the implementation subject of raised investment projects and increasing the implementation location, and using the raised funds to provide loans to the new implementation subject to implement raised investment projects, and agreed to add non wholly owned subsidiaries as the implementation subject of raised investment projects 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
The independent director of the company believes that "the deliberation and voting procedures of the implementation subject and place of the increased raised investment project comply with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the stock listing rules of Shenzhen Stock Exchange, and 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 other relevant laws, regulations, normative documents and the relevant provisions of the articles of association. Under the condition of ensuring the safety of funds and not affecting the raised investment projects and normal operation, increasing the implementation subject and location of the raised investment projects is conducive to improving the use efficiency of the raised funds and accelerating the implementation progress of the raised funds investment projects, which is in line with the actual situation of the company and the needs of project implementation. The implementation subject and place of the increased raised investment project do not conflict with the implementation plan of the raised capital investment project, and will not affect the construction of the raised capital project and the use of the raised capital. The implementation subject of the new raised investment project, Shenzhen Hanwang Youji Technology Co., Ltd., is the business subject of the sales and R & D of digital painting products of the company's pen intelligent interactive products, and is the holding subsidiary of the company, The company can ensure the effective control of the investment projects with raised funds, which will not have an adverse impact on the production and operation of the company and its holding subsidiaries, which is in line with the interests of the company and does not damage the interests of the company and all shareholders, especially minority shareholders. The independent directors of the company unanimously agreed to increase the non wholly-owned holding subsidiary as the implementation subject and place of the raised investment project.
This loan is based on the specific needs of the implementation of the use plan of the raised funds, which is conducive to the company to promote the implementation progress of the investment projects with the raised funds as soon as possible, does not change the investment direction and project construction content of the raised funds, will not have a substantive impact on the implementation of the investment projects with raised funds, and is conducive to enhancing the profitability of the company and meeting the business needs, development strategy and long-term planning of the company. The provision of loans will not have an adverse impact on the operation and financial status of the company, nor will it damage the interests of the company and all shareholders.
The use of raised funds to provide loans to the implementation subject of new raised investment projects to implement raised investment projects has performed the necessary procedures and complied with the provisions of relevant laws, regulations and normative documents. The independent directors of the company unanimously agreed to use the raised funds to provide loans to the implementation subject of the new raised investment project to implement the raised investment project. " Therefore, the independent directors of the company unanimously agreed that the company would increase its non wholly-owned subsidiaries 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.
6、 Opinions of the sponsor
After verification, the recommendation institution believes that:
1. Hanwang Technology Co.Ltd(002362) the increase of non wholly owned subsidiaries as the implementation subject of raised investment projects, the increase of implementation sites and the use of raised funds to provide loans to the new implementation subject to implement raised investment projects have been deliberated and approved at the 10th meeting of the 6th board of directors and the 6th meeting of the 6th board of supervisors of the company. The independent directors of the company have expressed explicit consent and fulfilled the necessary approval procedures, In line with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the articles of association, non wholly owned holding subsidiaries are added as the implementation subject of raised investment projects Increase the implementation location and use the raised funds to provide loans to the new implementation subject to implement the raised investment project, which needs to be deliberated and approved by the general meeting of shareholders of the company;
2. This time, the company added a non wholly-owned holding subsidiary as the implementation subject of the raised investment project, increased the implementation location, and used the raised funds to provide loans to the new implementation subject to implement the raised investment project, which does not involve the change of the project investment content and investment scale, and there is no change or disguised change of the investment direction of the raised funds, which is in line with the interests of the company and all shareholders.
Therefore, the sponsor agrees to increase the non wholly-owned holding subsidiaries of the company 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.
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Sponsor representative:
Wang Fei
