Dongtu Technology: Guojin Securities Co., Ltd.’s verification opinions on the re-examination and postponement of part of the investment projects raised by Beijing Dongtu Technology Co., Ltd.
Guojin Securities Co., Ltd. About Beijing Dongtu Technology Co., Ltd.
Verification opinions on re-evaluation and extension of some investment projects with raised funds
Guojin Securities Co., Ltd. (hereinafter referred to as "Sinolink Securities", the "Sponsor"), as the sponsor of Beijing Dongtu Technology Co., Ltd. (hereinafter referred to as "Dontu Technology", the "Company"), issues stocks to specific objects and lists them on the GEM. Rules", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 2 - Standardized Operations of GEM Listed Companies" and other relevant regulations to perform continuous supervision responsibilities, re-evaluate and postpone the prudent verification of some of the investment projects raised by Dongtu Technology. The specific verification conditions and verification opinions are as follows:
1. Basic information on raising funds
The company's issuance of shares to specific targets has been approved by the China Securities Regulatory Commission's "Reply on the Registration of Beijing Dongtu Technology Co., Ltd.'s Issuance of Stocks to Specific Targets" (CSRC Permit [2023] No. 1272). The company issued 81,775,700 RMB ordinary shares (A shares) to specific targets at an issue price of 10.70 yuan/share, and the total funds raised were 874,999,990 After deducting the total issuance expenses of RMB 15,177,146.89, the actual net amount of funds raised was RMB 859,822,843.11. ShineWing Accounting Firm (Special General Partnership) has verified the availability of funds for the company's issuance of stocks to specific objects and issued a "Capital Verification Report" No. XYZH/2023BJAG1B0235. The company signed a special account storage supervision agreement for raised funds in accordance with relevant laws, regulations and normative documents, and adopted special account storage management for raised funds.
2. Usage of raised funds
As of June 30, 2026, the use of funds raised by the Company from the issuance of RMB ordinary shares to specific objects in 2023 is as follows:
Unit: Ten thousand yuan. Planned use of raised funds as of June 30, 2026
Project name Total investment
No. Fund investment amount Daily raised fund investment amount 1 Digital factory intelligent control solution project 66,226.00 40,700.00 24,198.90
Digital construction and intelligent engineering equipment control solutions
2 18,890.00 8,800.00 3,402.84
solution project
3 R&D and training demonstration center project 23,420.00 11,750.00 2,182.83 4 Repay bank loans and supplement working capital 26,250.00 26,250.00 26,254.37
Total 134,786.00 87,500.00 56,038.94
Note: The above cumulative investment and raised funds data have not been audited; repayment of bank loans and supplement of working capital have been completed.
3. Specific circumstances and reasons for the postponement of some investment projects with raised funds
(1) Investment projects with raised funds this time postponed
In order to ensure the steady implementation of the company's investment projects with raised funds and reduce the risk of use of raised funds, based on the actual construction and investment of the investment projects with raised funds and after careful research and demonstration, the company plans to adjust the date when some of the raised funds investment projects reach the scheduled usable status without changing the implementation entity of the investment project with raised funds, the purpose of the raised funds and the amount of investment of raised funds. The details are as follows:
Originally expected to reach the scheduled usable status. Adjusted plan to reach the scheduled usable status. Project name
status date status date
Digital Factory Intelligent Control Solution Project August 31, 2026 August 31, 2028 Digital Construction and Intelligent Engineering Equipment Control Solution
August 31, 2026 August 31, 2028 Resolution Project
R&D and Practical Training Exhibition Center Project August 31, 2026 August 31, 2028
(2) Reasons for the postponement of the investment project with funds raised this time
- Digital factory intelligent control solution project
This project is mainly aimed at manufacturing scenarios such as factory automation, lithium batteries, and semiconductor equipment to create a truly autonomous and controllable industrial base. In view of the extremely stringent requirements for process consistency and yield rate in scenarios such as semiconductor equipment, this round of verification involves complex links such as multi-protocol interoperability, real-time stress testing, and fault injection. In order to ensure the absolute reliability, certainty, and accurate communication latency of the localized software stack replacement adaptation, after careful evaluation, the company plans to extend the time for the digital factory intelligent control solution project to reach the scheduled usable state until 2028. August 31st.
- Digital construction and intelligent engineering equipment control solution project
During the R&D and engineering verification process, this project continues to test and optimize equipment intelligent control, complex environment perception, system security strategies, and software and hardware collaboration. Some core functions require multiple rounds of actual machine verification and on-site iteration, and the overall R&D verification cycle has been extended compared to the original plan. In order to further improve the stability, safety and engineering maturity of the product in actual construction scenarios and ensure that relevant research and development results meet the requirements for large-scale application, after careful evaluation, the company plans to extend the time for the digital construction and intelligent engineering equipment control solution project to reach the scheduled usable state to August 31, 2028.
- R&D and training display center project
This project is a research and development platform and demonstration training base, which does not directly generate independent economic benefits. Under the constraints of the total amount of research and development manpower and site resources, the company gives priority to ensuring the research on the two aforementioned productization projects. At the same time, the company's industrial operating systems, intelligent controllers, industrial network communications and other technologies continue to iterate, and the construction content and system demonstration environment of the training and display center need to be updated accordingly to avoid delays after completion. Therefore, it is planned to postpone the time for the R&D and training and display center projects to reach the scheduled usable state to August 31, 2028 according to the pace of related projects.
(3) Installment investment plan and follow-up safeguard measures
The raised funds that have not yet been invested in relevant fundraising projects will continue to be used for the "Digital Factory Intelligent Control Solution Project", "Digital Construction and Intelligent Engineering Equipment Control Solution Project" and "R&D and Practical Training Demonstration Center Project". The company will invest in phases according to the actual implementation progress to ensure the rationality of resource allocation and the robustness of project advancement.
The company will pay attention to the implementation progress of the investment projects in real time, formulate implementation plans, and promote the follow-up construction of the investment projects in an orderly manner. At the same time, we will strictly abide by relevant regulations on the use of raised funds, standardize the management and use of raised funds, continue to pay attention to various factors that affect project advancement, ensure that the use of raised funds is legal and effective, and promote the subsequent implementation of raised investment projects in an orderly manner.
4. Re-evaluation of the continued implementation of this fundraising project
According to the "Self-Regulatory Guidelines for Listed Companies of the Shenzhen Stock Exchange No. 2 - Standardized Operation of GEM Listed Companies", if a raised-fund investment project has been shelved for more than one year, has exceeded the completion period of the latest raised-fund investment plan, and the amount of raised-fund investment has not reached 50% of the relevant plan amount, the listed company should re-evaluate the feasibility, expected income, etc. of the project and decide whether to continue to implement the project. Therefore, the company has re-evaluated the "Digital Construction and Intelligent Engineering Equipment Control Solution Project" and the "R&D and Practical Training Demonstration Center Project". The specific details are as follows:
(1) Digital construction and intelligent engineering equipment control solution project
- Necessity of project implementation
The intelligent transformation of the engineering machinery and construction industries has become an irreversible trend. The country continues to promote the "new infrastructure" strategy, vigorously develops intelligent construction, and encourages the upgrading of engineering machinery and equipment in the direction of electrification, intelligence, and unmanned operation. The "14th Five-Year Plan for the Development of the Construction Industry" clearly states that it is necessary to accelerate the industrialization, digitalization, and intelligent upgrading of construction and promote the application of intelligent construction equipment. Against this background, the demand for high-precision and high-reliability intelligent control systems for engineering machinery and equipment is growing rapidly. The company's "Digital Construction and Intelligent Engineering Equipment Control Solution Project" provides customized intelligent control overall solutions for subdivided fields such as construction machinery and construction equipment. It is an important extension of the company's industrial control technology in vertical industries. The implementation of the project will help the company expand its business boundaries, deepen its strategic layout in the field of industrial intelligent control, and enhance profitability, which has a clear necessity for implementation.
- Feasibility of project implementation
The company has formed a complete technology chain covering chips, operating systems, bus communications, and control software in the field of industrial control. The core technology can be reused across industries in the fields of engineering machinery and construction equipment. The company's independently developed industrial network communication equipment and industrial controller products have been proven for a long time in harsh industrial environments and have the advantages of high reliability and real-time performance. At the same time, the company has established business relationships with a number of construction machinery manufacturing companies, has a deep understanding of the application scenarios and personalized needs of downstream customers, and can provide targeted intelligent control solutions. Relying on the company's existing technology platform, customer resources and industry experience, this project is fully feasible in terms of technical routes, market channels and team capabilities.
- Estimated income of the project
The digital construction and intelligent engineering equipment control solution project will effectively expand the application fields and customer groups of the company's products, help the company seize market opportunities in the intelligent engineering machinery track, enhance the company's industry competitiveness and sustainable development capabilities, and obtain economic benefits at the same time.
- Conclusion of re-argument
The company has re-researched and carefully evaluated the digital construction and intelligent engineering equipment control solution projects, and believes that the project implementation is in line with the industry development direction and the company's overall strategic plan, and still has clear implementation necessity and feasibility. The company will steadily advance the implementation of the project, continue to dynamically track changes in downstream market demand and technology evolution trends, and flexibly optimize the pace of the investment of raised funds to ensure the quality of project implementation and investment benefits.
(2) R&D and Practical Training Exhibition Center Project
- Necessity of project implementation
Technological innovation is the fundamental driving force for industrial technology companies to maintain their core competitiveness. Currently, technological iterations in the industrial control industry are accelerating, and cutting-edge technologies such as industrial operating systems, industrial AI, edge computing, and deterministic networks are constantly emerging. Only by continuing to increase investment in R&D can enterprises take the initiative in the fierce market competition. The company's "R&D and Training Display Center Project" aims to build a high-level comprehensive R&D platform and technology display and training base. On the one hand, it supports the company's continuous research and achievement transformation of cutting-edge technologies. On the other hand, the company's technical strength and solution capabilities are visually presented to customers and industry partners through the training and display center to assist market development. The implementation of this project is an important measure for the company to maintain its technological leadership and strengthen brand building, and there is a clear necessity for implementation.
- Feasibility of project implementation
The company has always placed R&D capability building at the core of its strategy. After years of accumulation, it has established a high-level R&D team with rich experience and a reasonable structure. It has achieved a number of core technology breakthroughs and patents in the fields of industrial Internet, industrial operating systems, and industrial communications. The company has maintained a high proportion of R&D investment intensity for a long time and has formed a complete R&D management system and incentive mechanism. In addition, the company's existing R&D sites and supporting facilities have begun to take shape. On this basis, expanding the R&D and training demonstration center can make full use of existing infrastructure and team resources and reduce implementation risks. The company's sufficient self-owned funds and sustained operating cash flow also provide financial guarantee for the steady advancement of this project.
- Estimated income of the project
The R&D and training display center project does not directly produce independent economic benefits, but after the project is completed, it will significantly improve the company's overall technology research and development capabilities and innovation efficiency, and accelerate the industrialization of core technological achievements. At the same time, the training and display center will become an important window for the company to display its technical strength and brand image externally, help enhance customer trust, promote business cooperation, and provide strong technical driving force and market empowerment for the company's sustainable development.
- Conclusion of re-argument
The company has re-study and carefully evaluated the R&D and training demonstration center project and believes that the project implementation meets the company's overall development needs and still has clear implementation necessity and feasibility. Based on the long-term development plan, the company will closely focus on industry development trends and changes in downstream market demand, continue to increase investment in research and development, continuously upgrade and improve existing core technologies, and scientifically plan and dynamically adjust the pace of implementation of projects invested with raised funds to ensure the steady and orderly advancement of projects.
5. The impact of the postponement of the investment project with raised funds on the company
The company's re-examination and extension of the raised-fund investment project this time is a prudent decision made by the company after fully considering the actual progress of the project construction. The implementation entity, total investment and use of funds of the raised investment projects have not been adjusted. There is no change or disguised change in the investment direction of the raised funds or other circumstances that harm the interests of shareholders, and it will not have a significant impact on the company's current production and operations. It complies with relevant regulations such as the "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies". Since various unforeseen factors may still exist during the subsequent construction of the project, investors are advised to pay attention to investment risks.
6. Implementation review procedures and relevant opinions
(1) Review status of the board of directors
The company held the 23rd meeting of the seventh board of directors on August 27, 2026, and reviewed and approved the "Proposal on the Re-evaluation and Extension of Part of the Investment Projects with Raised Funds". The above review procedures comply with the relevant requirements of the "Supervisory Rules for Fund Raising by Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operations of GEM Listed Companies" and other relevant requirements. This matter does not need to be submitted to the company's shareholders' meeting for review.
7. Verification Opinions of the Sponsor
The company's proposal to re-evaluate and postpone some of its fundraising projects has been reviewed and approved by the company's board of directors. The relevant matters have gone through the necessary approval procedures and are in compliance with the relevant provisions of the "Supervision Rules for Fund Raising by Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 2 - Standardized Operation of GEM Listed Companies" and the company's "Raised Funds Management System".
The re-examination and postponement of some of the company's fundraising projects this time are prudent decisions made by the company based on objective circumstances. There is no disguised change in the investment direction of the raised funds or damage to the interests of shareholders.
In summary, the sponsor has no objection to the re-examination and postponement of some of the company's fundraising projects this time.
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(This page has no text, but is the signature and seal page of "Sinolink Securities Co., Ltd.'s Verification Opinions on the Re-evaluation and Extension of Part of the Fund-raised Investment Project of Beijing Dongtu Technology Co., Ltd.")
Sponsor representative:
Gu Dongwei Zhao Peibing
China International Finance Securities Co., Ltd.
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