Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About Beijing Unistrong Science & Technology Co.Ltd(002383)
Increase the special verification opinions of the implementation subject of the raised investment project
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting sponsor Co., Ltd. (hereinafter referred to as ” Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor”) as an independent financial consultant for Beijing Unistrong Science & Technology Co.Ltd(002383) (hereinafter referred to as “the company” and ” Beijing Unistrong Science & Technology Co.Ltd(002383) “) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions in 2016, according to the company law Relevant provisions such as the securities law, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the administrative measures for the recommendation business of securities issuance and listing, and the guidelines for the self-discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board, Check the matters involved in the proposal on increasing the implementation subject of raised investment projects deliberated and adopted at the 9th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors of Beijing Unistrong Science & Technology Co.Ltd(002383) the following details:
1、 Verification by independent financial advisers
Shenwan Hongyuan Group Co.Ltd(000166) the sponsor of the underwriting and recommendation project made careful verification by talking with the company’s directors and relevant personnel, querying the special account for raised funds, and consulting the relevant information of the raised investment project, the relevant proposals of the board of directors and the board of supervisors and the opinions of independent directors.
2、 The company issued shares and paid cash to purchase assets and raise supporting funds in 2016. The company was approved by the reply on approving Beijing Unistrong Science & Technology Co.Ltd(002383) issuing shares to purchase assets and raise supporting funds to Jin Rongwei and others (Document No.: zjxk [2016] No. 2004) issued by China Securities Regulatory Commission on September 2, 2016, The company is approved to issue no more than 28137310 new shares in a non-public manner to raise matching funds for the purchase of assets by issuing shares this time. As of September 13, 2016, the company had actually issued 28137310 RMB ordinary shares (A shares) to Guo Xinping in a non-public manner, with an issue price of 34.05 yuan / share, and the total amount of funds raised was 95807540550 yuan. After deducting relevant issuance expenses, the net amount of funds raised was 94847540550 yuan. As of September 23, 2016, all the raised funds of RMB 94847540550 have been deposited in the company’s Bank Of Jiangsu Co.Ltd(600919) Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) West District branch, which has been verified by the capital verification report (2016) Jing Hui Xing Yan Zi No. 03020012) issued by Beijing Xinghua certified public accountants.
According to the report on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft) deliberated and approved by the company’s second extraordinary general meeting in 2016, the total amount of funds raised by this non-public offering of shares (including issuance expenses) does not exceed RMB 1 million, and the raised funds are intended to be used for the following projects (hereinafter referred to as “2016 raised funds investment projects”):
Name of investment project total investment of the project (RMB 10000 yuan) investment of raised funds (RMB 10000 yuan)
Gio electronics Guangzhou R & D center project 147 Shahe Industrial Co.Ltd(000014) 29976
Geo electronics Wuhan R & D center project 26073322550624
Marketing network construction project 174 Shenzhen China Bicycle Company (Holdings) Limited(000017) 40000
The consideration paid in cash for this acquisition is 4123800
Payment of intermediary fees 155600
Total 1009673210000000
3、 Completion and change of investment projects with raised funds
(I) completion of investment projects with raised funds
By the end of 2021, the construction projects of the projects invested by the company in 2016, including the project of geeo electronics Guangzhou R & D center, the project of geeo electronics Wuhan R & D center, the project of marketing network construction, and the project of paying intermediary fees, have reached the predetermined usable state or have been paid.
(II) changes of investment projects with raised funds
The company held the 22nd Meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors on July 26, 2018, deliberated and approved the proposal on changing the purpose of some raised funds and the proposal on the closing of raised investment projects, and agreed to close the “geo electronics Guangzhou Research and development Center Project”, “geo electronics Wuhan R & D center project” and “marketing network construction project”, The surplus raised funds will be used for ” Beijing Unistrong Science & Technology Co.Ltd(002383) high precision business South China headquarters and Guangzhou R & D center”.
On August 20, 2019, the company held the 51st meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the government’s paid recovery of land use right and the proposal on changing the purpose of raised funds. As the plot of sdk-b-11 has not been developed and utilized, after consultation with Guangzhou Municipal Bureau of planning and natural resources, it will recover the plot of sdk-b-11 located in Guangzhou Development Zone at the original purchase price. According to the company’s development strategy, in combination with the progress of the investment projects with raised funds and the demand for funds, and in order to improve the efficiency of the use of raised funds, the company terminated the implementation of the project ” Beijing Unistrong Science & Technology Co.Ltd(002383) high-precision business South China headquarters and Guangzhou R & D Center”, and used all the surplus raised funds of the project for ” Beijing Unistrong Science & Technology Co.Ltd(002383) high-precision Research Institute Project”.
On September 3, 2020, the 78th meeting of the 4th board of directors and the 32nd meeting of the 4th board of supervisors deliberated and approved the proposal on adjusting the investment scale of the original raised investment projects, implementing subjects and changing the use of some raised funds, and agreed to reduce the investment amount of the raised funds of ” Beijing Unistrong Science & Technology Co.Ltd(002383) high precision Research Institute”, and the investment scale was reduced from RMB 185450800 to RMB 62502000, And permanently replenish the working capital with the surplus raised funds and interest.
It is agreed to change the implementation subject of ” Beijing Unistrong Science & Technology Co.Ltd(002383) high precision Research Institute” to Beijing Unistrong Science & Technology Co.Ltd(002383) .
The company held the second meeting of the Fifth Board of directors and the second meeting of the Fifth Board of supervisors on July 30, 2021, deliberated and approved the proposal on the adjustment of the amount of sub projects invested by the company, and agreed to adjust the investment amount of sub projects in the ” Beijing Unistrong Science & Technology Co.Ltd(002383) high precision research institute project” of the company’s investment project of issuing shares to purchase assets and raising supporting funds, and the total investment amount remained unchanged.
4、 Details of the adjustment of the implementation subject of the raised investment project
(I) overview of additional implementation subjects of some raised investment projects
On September 3, 2020, the company held the 78th meeting of the 4th board of directors and the 32nd meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting the investment scale, implementation subject and changing the use purpose of part of the raised funds of the original raised investment projects, and changed the implementation subject of ” Beijing Unistrong Science & Technology Co.Ltd(002383) high precision Research Institute” of the 2016 raised funds investment projects to Beijing Unistrong Science & Technology Co.Ltd(002383) . In 2021, in order to improve R & D efficiency and optimize the unified planning and allocation of global R & D resources, the company adjusted the overall R & D structure. During the implementation of the project, Beijing Unistrong Science & Technology Co.Ltd(002383) high precision Research Institute was entrusted by Beijing Unistrong Science & Technology Co.Ltd(002383) to Beijing Unistrong Science & Technology Co.Ltd(002383) (Henan) science and Technology Research Institute Co., Ltd. (hereinafter referred to as “Henan Research Institute”) for overall implementation. During the implementation, some R & D work of Henan Research Institute was arranged to its subsidiaries Beijing Beijing Unistrong Science & Technology Co.Ltd(002383) Beidou Technology Co., Ltd., Xi’an Beijing Unistrong Science & Technology Co.Ltd(002383) Navigation Technology Co., Ltd Completed by hemisphere GNSS Inc. and hemisphere GNSS USA Inc. In view of the important role of Henan Research Institute in the overall planning and implementation of the project, for example, in order to give better play to the specific role of Henan Research Institute in the implementation of the project:
Implementation subject before and after the change of raised investment project
Before change Beijing Unistrong Science & Technology Co.Ltd(002383)
Beijing Unistrong Science & Technology Co.Ltd(002383) high precision Research Institute Beijing Unistrong Science & Technology Co.Ltd(002383)
After change
Henan Research Institute
Except for the increase of the implementation subject of the above-mentioned raised investment projects, there is no change in the total investment of the raised investment projects, the investment amount of raised funds and the construction content.
(II) basic information of newly added implementation subjects
Details of Henan Research Institute are as follows:
Company name: Beijing Unistrong Science & Technology Co.Ltd(002383) (Henan) science and Technology Research Institute Co., Ltd
Unified social credit Code: 91410100ma479qkd4e
Legal representative: Guo Xinping
Date of establishment: August 22, 2019
Registered capital: 200 million yuan
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Business hours: August 22, 2019 to no fixed term
Registered address: Tower C, Xinggang building, No. 16, Huhang Road, Zhengzhou Airport Economic Comprehensive Experimental Zone
Business scope: general items: Sales of calculator equipment; Wholesale of computer software, hardware and auxiliary equipment; Software sales; Sales of drawing, calculation and measuring instruments; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Software development; Engineering and technical research and test development; Technology import and export; Import and export of goods; Integrated circuit chip and product manufacturing; Manufacturing of computer software, hardware and peripheral equipment; Manufacturing of special instruments for navigation, surveying and mapping, meteorology and ocean; Manufacturing of navigation terminal; IC chip design and services; Information system integration service; Information technology consulting services; Information system operation and maintenance services; Big data services; Data processing services; Computer system services; Standardized services; Satellite communication services; Satellite navigation services; Conference and exhibition services; Leasing services (excluding licensed leasing services); Sales of navigation, surveying and mapping, meteorological and marine special instruments; Sales of integrated circuit chips and products; Sales of communication equipment; Sales of industrial automatic control system devices; Sales of electronic products; Sales of intelligent vehicle mounted equipment; Sales of intelligent unmanned aerial vehicles; Wholesale of electronic components; Sales of ecological environment monitoring and testing instruments and meters (except for projects that must be approved according to law, carry out business activities independently according to law with business license)
Henan Research Institute is a 100% wholly-owned subsidiary of the company.
5、 Reasons for increasing the implementation subject of raised investment projects and its impact on the company
In order to further optimize the enterprise organization and R & D structure, further improve the operation efficiency of raised investment projects, facilitate the company’s better overall planning and management of raised investment projects, optimize resource allocation and improve the use efficiency of raised funds, the company decided to increase the implementation subject of raised investment projects. This increase in the implementation subject of the raised investment project will be conducive to the overall R & D layout of the company, consolidate and strengthen the competitiveness of the company in core technologies and products, improve the use efficiency of raised funds, have a positive impact on the future development and operating results of the company, and comply with the development strategy of the company and the interests of all shareholders.
The company will strictly abide by the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and the company’s measures for the management of raised funds, strengthen the internal and external supervision on the use of raised funds, and ensure the legal and effective use of raised funds.
6、 Review procedures and special opinions of the company
(I) resolutions of the board of directors
The 9th meeting of the 5th board of directors of the company deliberated and approved the proposal on increasing the implementation subject of raised investment projects, and agreed to increase Henan Research Institute as the implementation subject of ” Beijing Unistrong Science & Technology Co.Ltd(002383) high precision Research Institute”.
(II) opinions of independent directors
The independent directors of the company believe that the company’s increase in the implementation subject of raised investment projects is an adjustment based on the actual situation of the company, which is conducive to improving the efficiency of the use of raised funds, improving the overall benefits of the company, and in line with the actual situation and long-term development plan of the company. The implementation subject and decision-making procedures of the increased raised investment project comply with the provisions of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of companies listed on the main board, and there is no disguised change in the investment direction of raised funds Damage to the interests of the company and shareholders. Therefore, the independent directors of the company unanimously agreed to increase the implementation subject of the raised investment project.
(III) opinions of the board of supervisors
The 7th Meeting of the 5th board of supervisors of the company deliberated and approved the proposal on increasing the implementation subject of raised investment projects, and agreed to increase Henan Research Institute as the implementation subject of the project. The board of supervisors of the company believes that the proposed increase in the implementation subject of the raised investment project is in line with the strategic planning and arrangement of the company, is conducive to the better implementation of the raised investment project of the company, is conducive to the long-term development of the company, is in line with the interests of the company and all shareholders, and is in line with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies Self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board
