Rockontrol Technology Group Co.Ltd(688051) change some investment projects with over raised funds
And use some idle and over raised funds to temporarily supplement the verification opinions of working capital
Everbright Securities Company Limited(601788) (hereinafter referred to as ” Everbright Securities Company Limited(601788) ” or “recommendation institution”) serves as the recommendation institution and continuous supervision institution of Rockontrol Technology Group Co.Ltd(688051) (hereinafter referred to as “company”, ” Rockontrol Technology Group Co.Ltd(688051) “) for the initial public offering of A-shares and listing on the science and innovation board. In accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation In accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other relevant provisions, the company performed continuous supervision duties, and carefully verified Rockontrol Technology Group Co.Ltd(688051) this change of some over raised funds investment projects and the use of some idle over raised funds to temporarily supplement working capital. The verification results and opinions are as follows.
1、 Basic information of the raised funds
With the approval of zjxk [2020] No. 266 document of China Securities Regulatory Commission, Rockontrol Technology Group Co.Ltd(688051) publicly issued 19334000 ordinary shares (A shares) at the issuance price of 50.81 yuan per share on March 10, 2020. The total amount of funds raised in this issuance was 982360500 yuan, The raised funds after deducting the underwriting and recommendation fees of 943433 million yuan (the actual underwriting and recommendation fees excluding tax are 963433 million yuan, and 2 million yuan has been prepaid in the early stage) are 888017200 yuan. After deducting other issuance expenses paid by the company, the actual net raised funds are 864368800 yuan. All the above raised funds were received on March 16, 2020, verified by Tianjian Certified Public Accountants (special general partnership) and issued a capital verification report (Tianjian Yan [2020] No. 3-9).
On April 8, 2020, the company held the eighth meeting of the second board of directors and the second meeting of the second board of supervisors, deliberated and adopted the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed that the company would use the over raised funds of no more than RMB 109.3 million to permanently supplement the working capital without affecting the implementation of the investment projects and the use of the raised funds.
The company held the eighth meeting of the second board of directors and the second meeting of the second board of supervisors on April 8, 2020, deliberated and approved the proposal on changing the implementation subject of some raised investment projects and using the raised funds to increase capital to wholly-owned subsidiaries to implement raised investment projects, and agreed to change the “construction project of atmospheric environment AI big data system” The implementation entities of “cloud chain database sharing and exchange platform upgrading R & D project” and “urban artificial intelligence software R & D and industrialization project” and use the raised funds to increase capital to the wholly-owned subsidiary to implement the raised investment project. In order to ensure the safe use of the raised funds, Beijing Jiahua Zhilian Technology Co., Ltd. (hereinafter referred to as “Jiahua Zhilian”), Taiyuan Luoke Jiahua Industry Co., Ltd. (hereinafter referred to as “Tailuo industry”) and Chengdu Jiahua Wulian cloud Technology Co., Ltd. (hereinafter referred to as “Jiahua Wulian cloud”) opened special accounts for the storage of the raised funds, and after the capital increase, they cooperated with Rockontrol Technology Group Co.Ltd(688051) , commercial banks that deposit the raised funds The recommendation institution signed the quadripartite supervision agreement on the storage of raised funds in the special account (hereinafter referred to as the “quadripartite supervision agreement”) on May 13, 2020.
On September 25, 2020, the 15th meeting of the second board of directors and the 8th meeting of the second board of supervisors respectively deliberated and adopted the proposal on using over raised funds to invest in the construction of urban new infrastructure big data operation service platform and Internet of things cloud data center construction project (phase I), in which, The total investment of the new urban infrastructure big data operation service platform project is about 340 million yuan (the final total investment of the project is subject to the actual investment). It is proposed to use the over raised capital of 140 million yuan, and the rest will be raised by the company itself; The total investment of the Internet of things cloud data center construction project (phase I) is about 484.6 million yuan (the final total investment of the project is subject to the actual investment). It is proposed to use the over raised capital of 1150688 million yuan, and the rest will be raised by the company itself. All the raised funds have been deposited in the special account of the raised funds of each implementation subject, and the implementation subject of the raised investment project has signed a tripartite supervision agreement on the raised funds with Rockontrol Technology Group Co.Ltd(688051) , the sponsor and the bank storing the raised funds on November 27, 2020.
On February 25, 2021, the company held the 19th meeting of the second board of directors and the 11th meeting of the second board of supervisors, deliberated and adopted the company’s proposal on changing the implementation subject and place of some raised investment projects and using the raised funds to increase capital to wholly-owned subsidiaries to implement raised investment projects, Agree to change the implementation subject and location of the cloud chain database sharing and exchange platform upgrade R & D project, and use the raised funds to increase capital to the wholly-owned subsidiary to implement the raised investment project. This change only involves the adjustment of the implementation subject and implementation location between the two wholly-owned subsidiaries of the company. The total investment of the raised investment project, the investment amount of raised funds and the construction content have not changed. In order to ensure the safe use of the raised funds, rockjiahua (Chongqing) Technology Co., Ltd. will open a special account for the storage of the raised funds, and sign a tripartite supervision agreement on the storage of the special account for the raised funds with the company, the commercial bank and the sponsor after the capital increase.
In order to standardize the management and use of the company’s raised funds and protect the rights and interests of investors, the company has implemented special account storage management for the raised funds, all the raised funds have been deposited in the special account for the raised funds of the implementation subject of each raised funds investment project, and each implementation subject has signed a three-party supervision agreement or a four-party supervision agreement for the raised funds with the sponsor and the bank storing the raised funds.
2、 Investment projects with raised funds
According to the prospectus for initial public offering and listing on the science and Innovation Board disclosed by the company, the total amount of funds raised in this offering will be invested in the construction of the following projects after deducting the issuance expenses:
Project name total investment (10000 yuan) proposed use of raised funds (10000 yuan)
1. Atmospheric environment AI big data system construction project 445817940000
2. Big data ai r & D system construction project
Environmental intelligent sensor upgrade R & D project 2029201500
Cloud chain database sharing and exchange platform upgrade R & D project 20251500
Urban artificial intelligence software R & D and industrialization project 101757000
Total 588109950000
On September 25, 2020, the 15th meeting of the second board of directors and the 8th meeting of the second board of supervisors respectively deliberated and adopted the proposal on using over raised funds to invest in the construction of urban new infrastructure big data operation service platform and Internet of things cloud data center construction project (phase I), Among them: the total investment of the new urban infrastructure big data operation service platform project is about 340 million yuan (the final total investment of the project is subject to the actual investment). It is planned to use the over raised capital of 140 million yuan, and the rest will be raised by the company itself; The total investment of the Internet of things cloud data center construction project (phase I) is about 484.6 million yuan (the final total investment of the project is subject to the actual investment). It is planned to use the over raised capital of 1150688 million yuan, and the rest will be raised by the company itself.
As of December 31, 2021, the basic information of the projects actually invested by the company is as follows:
Project Name: proposed raised funds used raised funds (10000 yuan) (10000 yuan)
1、 Investment projects disclosed in the prospectus
1. Atmospheric environment AI big data system construction project 400 China Tianying Inc(000035) 37743
2. Big data ai r & D system construction project
Environmental intelligent sensor upgrade R & D project 150 China National Complete Plant Import And Export Co.Ltd(000151) 061
Cloud chain database sharing and exchange platform upgrade R & D project 15 Csg Holding Co.Ltd(000012) 2040
Urban artificial intelligence software R & D and industrialization project 7 Shenzhen Quanxinhao Co.Ltd(000007) 02470
Project Name: proposed raised funds used raised funds (10000 yuan) (10000 yuan)
1、 Investment projects disclosed in the prospectus
Subtotal 50 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 513313
2、 Use of over raised funds
1. Permanent supplementary working capital 1093000 10.930.00
2. Urban new infrastructure big data operation service platform project 14 Shenzhen Fountain Corporation(000005) 15644
3. Internet of things cloud data center construction project (phase I) 1150688 962.48
Subtotal 36436881704892
3、 Total 8643 Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) 8205
3、 Overview of some over raised capital investment projects changed this time
The total investment of the company’s over raised capital investment project Internet of things cloud data center construction project (phase I) is about 484.6 million yuan. It was originally planned to use the over raised capital of 1150688 million yuan, and the rest will be raised by the company itself. As of April 28, 2022, the project has used 9.625 million yuan of over raised funds, and the remaining over raised funds that have not been put into use are 1054438 million yuan (excluding cash management income and interest income). This time, the company plans not to invest the unused over raised funds in the project, and plans to use some idle over raised funds for temporary replenishment of working capital. The amount of temporary replenishment of working capital shall not exceed RMB 100 million, and the service life shall not exceed 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. The company will return it to the special account for raised funds at any time according to the progress and demand of the raised investment project. The temporary replenishment of working capital by the raised funds is only used for the company’s business development, daily operation and production and operation related to its main business. It will not be used for the placement and purchase of new shares through direct or indirect arrangements, or for the trading of stocks and their derivatives, convertible bonds and corporate bonds. It will not change the use purpose of the raised funds in a disguised manner and will not affect the normal progress of the investment projects of the raised funds. On April 29, 2022, the company held the 30th meeting of the second board of directors and the 19th meeting of the second board of supervisors, deliberated and approved the proposal on changing some over raised funds investment projects and using some idle over raised funds to temporarily supplement working capital, and agreed that the company would no longer use the over raised funds to invest in the construction project of Internet of things cloud data center (phase I), Part of the idle over raised funds will be used to temporarily supplement the working capital, with the use limit of no more than 100 million yuan and the service life of no more than 12 months from the date of deliberation and approval by the company’s shareholders’ meeting. The company will return them to the special account for raised funds at any time according to the progress and demand of the raised investment project. The independent directors of the company expressed clear consent to the change of some investment projects with over raised funds and the use of some idle over raised funds to temporarily supplement working capital. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 Specific reasons for changing investment projects with over raised funds
(I) original investment plan and actual investment
The original project – Internet of things cloud data center construction project (phase I) was reviewed and approved by the fourth extraordinary general meeting of shareholders in 2020 held by the company on October 12, 2020. The implementation subject is Taiyuan rockjiahua Data Technology Co., Ltd. (hereinafter referred to as “data technology”), a wholly-owned subsidiary of the company, and the implementation location is the company’s own Shanxi Taiyuan Internet of things cloud service base. The original project plans to complete the construction of four production modules, complete the infrastructure construction of production environment and the purchase of production computing equipment and safety equipment. After the completion of the project, it can accommodate 720 cabinets and 4800 high-end servers, with a production capacity of 10 billion times / s, a storage capacity of 100pb and an export bandwidth of 300g. The total investment of the project is 484.6 million yuan, and it is planned to use 1150688 million yuan of over raised funds, and the rest will be raised by the company itself. The specific construction content and investment estimate of the project are as follows:
Proportion of budgeted investment amount by purpose (10000 yuan)
Engineering construction
