Securities code: Beijing Unistrong Science & Technology Co.Ltd(002383) securities abbreviation: Beijing Unistrong Science & Technology Co.Ltd(002383) Announcement No.: 2022015 Beijing Unistrong Science & Technology Co.Ltd(002383)
Announcement on increasing the implementation subject of raised investment projects
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
● Beijing Unistrong Science & Technology Co.Ltd(002383) (hereinafter referred to as "the company" or " Beijing Unistrong Science & Technology Co.Ltd(002383) ") has adjusted the overall R & D structure of the company in order to improve R & D efficiency and optimize the unified planning and allocation of global R & D resources. In order to better implement the raised investment project, the company plans to add a wholly-owned subsidiary Beijing Unistrong Science & Technology Co.Ltd(002383) (Henan) science and Technology Research Institute Co., Ltd. (hereinafter referred to as "Henan Research Institute") as the main body of the project.
● the company held the 9th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors on April 14, 2022, deliberated and approved the proposal on increasing the implementation subject of raised investment projects, and agreed to increase the wholly-owned subsidiary Beijing Unistrong Science & Technology Co.Ltd(002383) (Henan) science and Technology Research Institute Co., Ltd. as the implementation subject of the project. The above matters need not be submitted to the general meeting of shareholders for deliberation. The board of supervisors, independent directors and the recommendation institution Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as "the recommendation institution") have expressed explicit consent to the above matters. The relevant matters are hereby announced as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Beijing Unistrong Science & Technology Co.Ltd(002383) issuing shares to Jin Rongwei and others to purchase assets and raise supporting funds (Document No.: "zjxk [2016] No. 2004") issued by the China Securities Regulatory Commission on September 2, 2016, the company was approved to issue no more than 28137310 new shares to raise supporting funds for the purchase of assets. As of September 13, 2016, Hezhong Sizhuang had actually received 94847540550 yuan of raised funds remitted by the lead underwriter after deducting relevant expenses.
As of September 23, 2016, all the raised funds of RMB 94847540550 have been deposited into the RMB account opened by the company in Bank Of Jiangsu Co.Ltd(600919) Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) West District sub branch bank (Account No.: 323101880 Dalian Insulator Group Co.Ltd(002606) 1). The availability of the above raised funds has been verified by the capital verification report "[2016] Jing Hui Xing Yan Zi No. 03020012" issued by Beijing Xinghua certified public accountants.
The company has signed the three / four party supervision agreement on raised funds with the sponsor Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. and Bank Of Jiangsu Co.Ltd(600919) Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) West District sub branch, China Merchants Bank Co.Ltd(600036) Guangzhou Development Zone sub branch, China Merchants Bank Co.Ltd(600036) Wuhan financial port sub branch, China Zheshang Bank Co.Ltd(601916) Beijing Branch.
2、 Details of the adjustment of the implementation subject of the raised investment project
The company's " Beijing Unistrong Science & Technology Co.Ltd(002383) high precision Research Institute" was originally planned to be implemented by the company's subsidiary Guangzhou Jiou Electronic Technology Co., Ltd. (hereinafter referred to as "Jiou Electronics"). In 2020, due to the adjustment of the company's organizational structure and the reallocation of R & D resources, the research direction of the adjusted investment scale of the project was inconsistent with that of geo electronics. In order to better coordinate the implementation of raised investment projects with resources, the company held the 78th meeting of the fourth board of directors on August 31, 2020 The 32nd meeting of the 4th board of supervisors deliberated and approved the proposal on adjusting the investment scale of the original raised investment project, the implementation subject and changing the use purpose of some raised funds, and changed the implementation subject 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 raised investment project, the " Beijing Unistrong Science & Technology Co.Ltd(002383) high precision Research Institute" was entrusted by Beijing Unistrong Science & Technology Co.Ltd(002383) Henan Research Institute to coordinate the implementation. During the implementation of Henan Research Institute, some R & D work was arranged to be completed by 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., hemisphere GNSS Inc. and hemisphere GNSS USA Inc. In view of the important role of Henan Research Institute in the project implementation, in order to better plan and manage the raised investment project, the company plans to add Henan Research Institute as the main body of the project implementation. The specific conditions of the company 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)
3、 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.
4、 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.
5、 Opinions of the board of supervisors
The 7th Meeting of the 5th board of supervisors of the company reviewed and approved the "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 Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of main board listed companies and the company's measures for the administration of raised funds.
6、 Opinions of the sponsor
After verification, the sponsor believes that the implementation subject matter of the company's increased raised investment project has been deliberated and approved by the board of directors and the board of supervisors, and the independent directors have expressed clear consent to the matter and fulfilled the necessary internal decision-making procedures. This matter complies with the requirements of the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the self-discipline supervision of listed companies No. 1 - standardized operation of listed companies on the main board, and there is no situation of changing the purpose of raised funds and damaging the interests of shareholders in a disguised manner. Therefore, the recommendation institution has no objection to the implementation subject of the company's increased raised investment project this time.
7、 Documents for future reference
1. Resolutions of the 9th meeting of the 5th board of directors;
2. Resolutions of the 7th Meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors of the company;
4. Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. special verification opinions on Beijing Unistrong Science & Technology Co.Ltd(002383) increasing the implementation subject of raised investment project.
It is hereby announced.
Beijing Unistrong Science & Technology Co.Ltd(002383) board of directors
April 15, 2002
