China Securities Co.Ltd(601066)
About China Greatwall Technology Group Co.Ltd(000066)
The special verification opinions on replacing the self raised funds invested in the raised investment project in advance with the raised funds China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” or “recommendation institution”) shall be used as the recommendation institution for the non-public issuance of A-Shares by China Greatwall Technology Group Co.Ltd(000066) (hereinafter referred to as ” China Greatwall Technology Group Co.Ltd(000066) ” or “company”) In accordance with relevant regulations 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 regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the company has carefully verified the self raised funds of the investment projects invested with raised funds in advance by using the raised funds. The details are as follows:
1、 Basic information of raised funds
With the approval of zjxk [2021] No. 3926 document of China Securities Regulatory Commission, the company privately issued 285603151 shares to specific investors, with a total raised capital of 398701998796 yuan. After deducting the issuance related expenses of 1152908267 yuan (excluding tax), the net amount of funds actually raised by the company was 397549090529 yuan. All the above raised funds have been received on January 12, 2022. Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as “Lixin certified public accountants”) has verified the arrival of the raised funds and issued the capital verification report (xksbz [2022] No. zg10011). The raised funds are deposited in the company’s special account for raised funds, and a tripartite supervision agreement on raised funds has been signed with the recommendation institution and the deposit bank of raised funds.
2、 Investment projects with raised funds
According to the 50th meeting of the seventh board of directors and the 19th meeting of the seventh board of supervisors held on November 10, 2020 and the sixth extraordinary general meeting of shareholders in 2020 held on November 27, 2020, the company deliberated and approved various proposals on the company’s non-public offering of a shares, and authorized the board of directors to handle matters related to the company’s non-public offering; According to the matters related to the adjustment of the company’s non-public development of A-Shares at the 67th meeting of the seventh board of directors and the 27th meeting of the seventh board of supervisors held on August 20, 2021, it is agreed to adjust the total amount of funds raised in this non-public offering. The investment projects and use plans of the funds raised in this non-public offering are as follows:
No. project category project name total investment amount proposed to use raised funds (10000 yuan) (10000 yuan)
Research and development projects of domestic high-performance computing key chips 3 Fawer Automotive Parts Limited Company(000030) 000
1 machine and server core independent safety whole machine design simulation laboratory and special 3554720000 technology R & D and capacity computer R & D center construction project
Upgrading the domestic complete machine intelligent production line construction project Syoung Group Co.Ltd(300740) 130000
70000 information of Xinchuang cloud demonstration project in key regions of China and Research on three electricity control and charging pile products of new energy based new energy vehicles
2 infrastructure construction projects development, production and test environment construction projects 2 Enjoyor Technology Co.Ltd(300020) 000 items
Special equipment new energy and application construction project 9079430000
High tech electronic innovation should simulate the reality of the Trinity medium and long wave mobile communication system of the ocean underwater information system project 1426610000 class 3 project
Laboratory construction, design and product development project 3 Shenzhen Zhongheng Huafa Co.Ltd(000020) 000
4 supplement working capital 6870268702
Total 397549
Before the funds raised from this non-public offering are in place, the company will invest in advance with self raised funds according to the actual progress of the investment project with raised funds, and replace them according to the relevant procedures after the raised funds are in place.
If the net amount of the actually raised funds is less than the investment amount of the above projects, within the scope of the finally determined investment projects of the raised funds, the company will adjust and finally determine the specific investment projects, priorities and specific investment amount of each project of the raised funds according to the actual amount of the raised funds and the priorities of the projects. The insufficient part of the raised funds shall be raised by the company itself.
3、 Advance investment of self raised funds in raised investment projects and replacement arrangements
As of December 31, 2021, the actual investment amount of the company’s self raised funds into the raised funds investment projects in advance is about 7502134 million yuan. The details are as follows:
The proportion of raised funds to be invested in self raised funds in the amount of raised funds (10000 yuan) to be invested (10000 yuan)
Domestic high performance key chip R & D project 30000 —
1 computer and service independent safety whole machine design simulation laboratory
Construction project of server core technology and special computer R & D Center
R & D and production of 2000013805.82 69.03% items
It can improve the project’s domestic complete machine intelligent production line construction project 13 China Tianying Inc(000035) 255.25 27.12%
70000 Xinchuang cloud demonstration project in key areas of China — Project
Information and three electricity control and charging pile of new energy and new energy vehicles
2 source infrastructure product R & D, production and test environment construction 20000 – construction projects
Special equipment new energy and application construction project 3 Shenzhen Zhongheng Huafa Co.Ltd(000020) 811.74 69.37% items
High tech electronic innovation marine underwater information system project 100004356.58 43.57% 3 new application items Trinity medium and long wave mobile communication system
Target simulation laboratory construction, design, product 20 Gepic Energy Development Co.Ltd(000791) .95 3.96% development project
4 supplementary working capital 67549 —
Total 39754975021.34 18.87%
4、 Necessity and feasibility of replacement of early investment
Before the raised funds are in place, the company makes early investment in the raised funds investment projects with self raised funds according to the actual situation. In order to ensure the smooth implementation of the raised funds investment projects, the company timely grasps the market opportunities, speeds up the construction of the raised funds investment projects, expands the business scale and improves the economic benefits.
The company plans to use the raised funds of about 7502134 million yuan to replace the self raised funds that have been invested in the investment projects of the raised funds in advance, which does not change the purpose of the raised funds, does not affect the normal progress of the investment plan of the raised funds, and does not change the purpose of the raised funds in a disguised manner and damage the interests of shareholders; The replacement time is no more than 6 months from the arrival time of the raised funds, which complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies 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.
5、 Decision making procedures for the implementation of this replacement and opinions of relevant institutions
(I) deliberations of the board of directors
On April 5, 2022, the company held the 81st meeting of the 7th board of directors, deliberated and passed the proposal on replacing the self raised funds invested in the project with the raised funds in advance, and agreed to replace the self raised funds invested in the project with the raised funds of about 7502134 million yuan.
(II) deliberation of the board of supervisors
On April 5, 2022, the company held the 34th meeting of the 7th board of supervisors, which deliberated and approved the proposal on replacing self raised funds of pre invested projects with raised funds. The board of supervisors held that the company’s use of raised funds to replace self raised funds of pre invested projects with raised funds met the implementation plan of investment projects with raised funds and did not affect the normal progress of investment projects with raised funds, There is no disguised change in the purpose of the raised funds; The replacement time is less than 6 months from the arrival time of the raised funds, complies with the provisions of relevant laws, regulations and normative documents, performs the specified procedures, and agrees the company to replace the self raised funds invested in the investment projects with the raised funds in advance.
(III) opinions of independent directors
Independent directors believe that: after verification, the company’s pre investment of raised funds with self raised funds is conducive to accelerating the construction of raised investment projects and in line with the needs of the company’s development interests. The replacement time of the company’s raised funds is less than 6 months from the arrival of the raised funds, does not affect the normal progress of the investment projects of the raised funds, does not change the purpose of the raised funds in a disguised manner and damage the interests of shareholders, and complies with the relevant laws and regulations such as the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the relevant provisions of the company’s raised funds management system. It is agreed that the company will use the raised funds to replace the self raised funds invested in the raised projects in advance.
(IV) CPA’s assurance opinion
After verification, Lixin Certified Public Accountants issued the special assurance report on China Greatwall Technology Group Co.Ltd(000066) replacing self raised funds of pre invested projects with raised funds (xksbz [2022] No. zg10176), It is considered that the special instructions of China Greatwall Technology Group Co.Ltd(000066) on replacing self raised funds of pre invested raised projects with raised funds prepared by China Greatwall Technology Group Co.Ltd(000066) meets the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) (CSRC announcement [2022] No. 15) The provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – announcement format and other relevant documents truthfully reflect the actual situation of China Greatwall Technology Group Co.Ltd(000066) investing in projects with raised funds in advance with self raised funds as of December 31, 2021 in all major aspects.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: China Greatwall Technology Group Co.Ltd(000066) using the raised funds to replace the self raised funds invested in the raised funds investment project in advance has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, Lixin certified public accountants have conducted verification and issued a special assurance report, and performed the necessary legal procedures. The replacement time of the company’s raised funds this time is less than 6 months from the arrival time of the raised funds, which meets the requirements of relevant regulations such as the stock 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 regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies. The replacement of the raised funds of the company will not affect the normal implementation of the investment projects with raised funds, and there is no change
