Statement
The Company and all its directors, supervisors, and senior management guarantee that the contents of this Prospectus are true, accurate, and complete, and that there are no false or misleading statements or material omissions. They undertake to fulfill their commitments in good faith and bear corresponding legal responsibilities.
The Company's principal, chief financial officer, and head of the accounting department guarantee that the financial accounting information in this Prospectus is true, accurate, and complete.
Any decision or opinion made by the China Securities Regulatory Commission and the Shenzhen Stock Exchange regarding this issuance does not constitute a guarantee of the truthfulness, accuracy, or completeness of the application documents and disclosed information, nor does it constitute a substantive judgment or guarantee of the issuer's profitability, investment value, or investor returns. Any statement to the contrary is a false and misleading statement.
In accordance with the provisions of the "Securities Law," after the securities are legally issued, changes in the issuer's operations and income are the sole responsibility of the issuer. Investors shall independently judge the investment value of the issuer and make investment decisions independently, bearing the investment risks arising from changes in the issuer's operations and income or changes in securities prices after the legal issuance of the securities.
Major Matters Announcement
The Company specially reminds investors to pay attention to the following major matters or risk factors and to read the relevant chapters of this Prospectus carefully.
The terms or abbreviations used in this section have the same meaning as those in the "Definitions" section of this Prospectus.
I. Major Risk Warnings
(I) Risk of the Fund-Raising Investment Project Not Achieving Expected Returns
The net proceeds from this fundraising, after deducting issuance expenses, will be fully used for the "Smart Computing Cluster Construction and Operation Project" and "Supplementing Working Capital." The "Smart Computing Cluster Construction and Operation Project" plans to use RMB 98,994.60 million of the raised funds. The comprehensive gross profit margin during the operating period is projected to be 21.24% (including residual value income from computing equipment), with an average annual net profit of RMB 4,635.95 million during the operating period.
If the computing power industry experiences significant adverse changes in the future, or if the macroeconomic situation and market environment develop unfavorably for the issuer, or if the Company fails to procure high-performance computing servers in a timely manner, leading to significant changes in the assumptions used in the calculations and the Company being unable to take effective countermeasures, it may result in the actual profitability of the Company's fund-raising investment project not meeting expectations.
(II) Risk of Increased Depreciation and Amortization Expenses for the Fund-Raising Investment Project
The fund-raising investment projects of the Company are primarily capital expenditures, involving new fixed assets and intangible assets, which will correspondingly lead to increased annual depreciation expenses for fixed assets and amortization expenses for intangible assets. Upon completion of the fund-raising investment projects, there will be a significant increase in annual depreciation and amortization. According to the construction and operation plan of the fund-raising investment projects, the incremental depreciation and amortization expenses for the fund-raising investment projects are expected to affect the Company's performance by RMB 8,053.40 million in the first year, RMB 16,106.80 million per year from the second to the fifth year, and RMB 8,053.40 million in the sixth year. It takes time for the fund-raising investment projects to be constructed and generate returns. If the market environment undergoes significant adverse changes in the future, or if project management is poor, resulting in the returns generated by the fund-raising investment projects being lower than expected, the Company faces the risk of increased depreciation and amortization expenses leading to a decline in operating performance.