Securities code: China Greatwall Technology Group Co.Ltd(000066) securities abbreviation: China Greatwall Technology Group Co.Ltd(000066) Announcement No.: 2022020 China Greatwall Technology Group Co.Ltd(000066)
Announcement on the use of raised funds to replace self raised funds invested in raised investment projects in advance
The company and all members of its board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
China Greatwall Technology Group Co.Ltd(000066) (hereinafter referred to as “the company”) held the 81st meeting of the 7th board of directors and the 34th meeting of the 7th board of supervisors on April 5, 2022, deliberated and approved the proposal on using the raised funds to replace the self raised funds of the projects invested with raised funds in advance, and agreed that the company would use the raised funds of about 7502134 million yuan to replace the self raised funds of the projects invested with raised funds in advance. Now the relevant information is announced 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) has verified the receipt 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 adopted 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, and the company’s non-public offering
The investment projects and use plans of the raised funds are as follows:
No. project category project name total investment to be raised
(10000 yuan) capital (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 security 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
Xinchuang cloud demonstration project in key regions of China 7 Shenzhen Sdg Information Co.Ltd(000070) 000
Information and new energy based three electricity control and charging pile products of new energy vehicles
2. R & D, production and test environment construction project of infrastructure construction 2 Enjoyor Technology Co.Ltd(300020) 000
order
Special equipment new energy and application construction project 9079430000
High tech electronic innovation marine underwater information system project 1426610000
Simulation of Trinity medium and long wave mobile communication system for class 3 projects
Laboratory construction, design and product development project 3 Shenzhen Zhongheng Huafa Co.Ltd(000020) 000
4 supplementary working capital 6870267549
Total 397549
Before the funds raised from this non-public offering are in place, the company will invest the project according to the progress of the raised funds
According to the actual situation, the self raised funds shall be invested first, and the raised funds shall be disposed according to the relevant procedures after they are in place
Change.
If the actual net amount of raised funds is less than the investment amount of the above projects, the final investment amount of the raised funds shall be determined
Within the scope of funded projects, the company will adjust the amount of funds according to the actual amount of funds raised and the priorities of the projects
Finally determine the specific investment projects and priorities of the raised funds and the specific investment amount of each project
The insufficient funds shall be raised by the company itself.
3、 Advance investment of self raised funds into projects invested by raised funds
As of December 31, 2021, the company has invested the actual amount of the investment projects with raised funds in advance with self raised funds
The total amount of international investment is about 7502134 million yuan. The details are as follows:
The raised funds are proposed to be invested, and the amount of the raised funds to be replaced with the amount of the serial number, project category and project name of the funds to be replaced is proposed to replace the proportion of the amount of the raised funds (10000 yuan) in the amount of the raised funds (10000 yuan)
Domestic high-performance computing key chip R & D project 30000 – 1 machine and server core independent security whole machine design simulation laboratory and special 2000013805.82 69.03% technology R & D and capacity computer R & D center construction project
Improve the project’s domestic complete machine intelligent production line construction project 13 China Tianying Inc(000035) 255.25 27.12%
The raised funds are proposed to be invested, and the amount of the raised funds to be replaced with the amount of the serial number, project category and project name of the funds to be replaced is proposed to replace the proportion of the amount of the raised funds (10000 yuan) in the amount of the raised funds (10000 yuan)
Information and new energy foundation China’s key areas Xinchuang cloud demonstration project 70000 – 2 infrastructure construction category new energy vehicle three electricity control and charging pile products 20000 – R & D, production and test environment construction project
Special equipment new energy and application construction project 3 Shenzhen Zhongheng Huafa Co.Ltd(000020) 811.74 69.37% high tech electronic innovation should be marine underwater information system project 100004356.58 43.57% three purpose project Trinity medium and long wave mobile communication system simulation 20 Gepic Energy Development Co.Ltd(000791) .95 3.96% laboratory construction, design and product development projects
4 supplementary working capital 67549 — total 3975497502134 18.87%
4、 Necessity and feasibility of replacement of early investment
Before the raised funds are in place, the company will invest in the projects with raised funds with self raised funds according to the actual situation
Early stage investment refers to the need to grasp the market opportunity in time and speed up the raising of funds in order to ensure the smooth implementation of the project construction
The construction pace of investment projects, expand the business scale and improve the economic benefits.
The company plans to use the raised funds of about 7502134 yuan
The replacement of self raised funds that have been invested in the investment project with raised funds in advance by 10000 yuan has not changed the purpose of the raised funds and will not affect
It will affect the normal progress of the investment plan of the raised funds, and there is no disguised change in the purpose of the raised funds and damage to the interests of shareholders
The situation of the; The replacement time is no more than 6 months from the arrival time of the raised funds, which is in line with the regulation of listed companies
Guideline No. 2 – regulatory requirements for the management and use of raised funds by listed companies, Shenzhen Stock Exchange
The relevant provisions of the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board.
5、 Review and approval procedures and relevant opinions
(I) deliberations of the board of directors
The company held the 81st meeting of the 7th board of directors on April 5, 2022, and deliberated and adopted the
In the proposal of using the raised funds to replace the self raised funds invested in the raised investment projects in advance, the company was approved to use the raised funds to raise funds
About 7502134 million yuan is used to replace the self raised funds that have been invested in the investment projects with raised funds in advance.
(II) deliberation of the board of supervisors
The company held the 34th meeting of the 7th board of supervisors on April 5, 2022, and deliberated and adopted the
The proposal on using the raised funds to replace the self raised funds of the projects invested with raised funds in advance.
After deliberation, the board of supervisors held that the company used the raised funds to replace the investment projects invested with the raised funds in advance
The matters of self raised funds are in line with the implementation plan of the investment project with raised funds and will not affect the positive development of the investment project with raised funds
It is often carried out, and there is no change in the purpose of the raised funds in a disguised form; The replacement time is from the time when the raised funds arrive
Within 6 months, it complies with the provisions of relevant laws, regulations and normative documents, and has fulfilled the specified procedures
It is agreed that the company will use the raised funds to replace the self raised funds that have been invested in the raised funds investment projects in advance. (III) opinions of independent directors
After verification, the independent directors believe that the company’s behavior of investing in the project with raised funds in advance with self raised funds is conducive to accelerating the construction of the project with raised funds, which is 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.
(III) special verification opinions of accounting firms
After verification, Lixin Certified Public Accountants (special general partnership) 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 projects with raised funds prepared by China Greatwall Technology Group Co.Ltd(000066) meets the guidelines for the supervision of 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) and Shenzhen Securities Exchange
