Zhongtian Guofu Securities Co., Ltd
About Shenzhen Anche Technologies Co.Ltd(300572)
Verification opinions on changing the purpose and implementation subject of some raised funds of raised investment projects and using the raised funds for foreign investment
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as "Zhongtian Guofu securities" or "recommendation institution") as a recommendation institution for Shenzhen Anche Technologies Co.Ltd(300572) (hereinafter referred to as " Shenzhen Anche Technologies Co.Ltd(300572) " or "company") to issue shares to specific objects in 2020, according to the administrative measures for recommendation business of securities Issuance and listing Guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, Shenzhen Stock Exchange gem stock listing rules The guidelines on self-regulation of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the guidelines on self-regulation of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business have carefully verified the company's changes in the use and implementation subject of some raised funds in raised investment projects and the use of raised funds for foreign investment, The details are as follows:
1、 Overview of changes in investment projects with raised funds
(I) basic information of raised funds
According to the reply on Approving the registration of Shenzhen Anche Technologies Co.Ltd(300572) issuing shares to specific objects issued by China Securities Regulatory Commission (zjxk [2021] No. 884), Shenzhen Anche Technologies Co.Ltd(300572) (hereinafter referred to as "the company" and " Shenzhen Anche Technologies Co.Ltd(300572) ") issued 35347692 A shares to specific objects on May 7, 2021, with an issue price of 32.50 yuan / share, The total amount of funds raised this time is RMB 1148799990.00. After deducting the issuance fee excluding tax of RMB 17435849.04 (excluding capital increase tax), the net amount of funds raised is RMB 1131364140.96. The availability of the above raised funds has been verified by Dahua Certified Public Accountants (special general partnership), and the capital verification report (Dahua Yan Zi [2021] 000252 and Dahua Yan Zi [2021] 000253) was issued on April 22, 2021.
In accordance with the requirements of 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, As well as the provisions of the company's management system for raised funds, the raised funds have been deposited in the special account for raised funds opened by the company for management.
(II) purpose of some raised funds changed this time
According to the company's long-term strategic planning and current development needs, in order to improve the use efficiency of the raised funds, the company plans to use 50.34 million yuan of the raised funds not yet invested in the "chain motor vehicle inspection station construction project" (hereinafter referred to as the "original raised investment project") to acquire 51% of the equity of Shenzhen Yuejian Management Co., Ltd. (hereinafter referred to as "Shenzhen Yuejian") Capital increase and acquisition of 51% equity of Shenzhen Yuejian Investment Co., Ltd. (hereinafter referred to as "Yuejian investment"). The proportion of the amount of raised funds in the net amount of raised funds issued to specific objects is 4.4495%. The specific adjustments are as follows:
Raised investment projects before adjustment:
Unit (10000 yuan)
No. project name: proposed raised funds
1 chain motor vehicle inspection station construction project 93730.2
2. Acquisition of 70% equity of Yinan Yongan 2555
3. Acquisition of 70% equity of Mengyin Jincheng August 2004
4. Acquisition of 70% equity of Mengyin Mengcheng 1470
5. Acquisition of 70% equity of Linyi Zhengzheng 15120.00
Total 114880.00
After investment and raising adjustment:
Unit (10000 yuan)
No. project name: proposed raised funds
1 chain motor vehicle inspection station construction project 88696.2
2. Acquisition of 70% equity of Yinan Yongan 2555
3. Acquisition of 70% equity of Mengyin Jincheng August 2004
4. Acquisition of 70% equity of Mengyin Mengcheng 1470
5. Acquisition of 70% equity of Linyi Zhengzheng 15120
6 investment in motor vehicle testing station project 5034
Total 114880.00
This change in the purpose of part of the raised funds of the raised investment project and the use of the raised funds for acquisition do not constitute related party transactions.
(III) review procedures performed and to be performed
On October 25, 2021, the company signed the asset purchase framework agreement with Shenzhen Yuejian and Guangdong Yuejian motor vehicle testing Co., Ltd. (hereinafter referred to as "Guangdong Yuejian") and relevant counterparties respectively, On October 26, 2021, the company disclosed the announcement on signing the asset purchase framework agreement (I) (Announcement No.: 2021-076) and the announcement on signing the asset purchase framework agreement (II) (Announcement No.: 2021-077) on cninfo.com.
On February 7, 2022, the company held the 33rd meeting of the third session of the board of directors. The proposal on changing the purpose of part of the raised funds of raised investment projects, the implementation subject and the use of the raised funds for foreign investment was deliberated and approved by 7 votes for, 0 against and 0 abstention. The independent directors expressed their independent opinions.
On February 7, 2022, the company held the 29th meeting of the third session of the board of supervisors, and deliberated and adopted the proposal on changing the purpose and implementation subject of some raised funds of raised investment projects and using the raised funds for foreign investment by 3 votes in favor, 0 against and 0 abstention.
The change of some raised investment projects needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. If the general meeting of shareholders fails to pass the proposal, the company will use all self raised funds for acquisition without convening a separate board of directors, which will not affect the effectiveness and implementation of the acquisition.
The changed fund-raising project does not involve the relevant filing procedures of government departments, and there is no need to report for filing. 2、 Reasons for changing raised investment projects
(I) original project plan and actual investment
1. Planned investment of the original raised investment project
(1) Project approval time
The original raised investment project was approved on September 28, 2020, with Project No.: 2020-370911-74-03-105755. (2) Project implementation subject
The implementation subject of the original raised investment project is Shandong Shenzhen Anche Technologies Co.Ltd(300572) Technology Co., Ltd.
(3) Proposed investment amount
The proposed investment amount of the original raised investment project is RMB 997.6 million.
(4) Detailed composition of proposed capital investment
The proposed investment details of the original raised investment project are as follows:
Unit (10000 yuan)
Sn item amount
1. Construction cost 56012.35
2. Equipment purchase cost 36609.04
3. Installation cost 1013.44
4 other expenses of project construction 5022.15
5. Reserve fund-
6. Initial working capital 1103.02
Total 99760.00
(5) Planned input schedule and completion time
The original raised investment project is planned to be completed in batches within three years. It is planned to invest and build 31 stations in the first year, including 8 large stations and 23 small stations; It is planned to invest in 33 stations in the second year, including 8 large stations and 25 small stations; It is planned to invest in 36 in the third year; There are 9 large stations and 27 small stations; The operation center of the testing station is planned to be completed within one year.
(6) Expected benefits
The original raised investment project is expected to achieve an average annual net profit of 179033100 yuan after operation, with an after tax financial internal rate of return of 14.85% and an after tax investment payback period of 7.29 years (including the construction period).
2. Actual investment of the original raised investment project
Under the influence of the new policy of vehicle inspection to further relax the requirements for compulsory vehicle testing, the frequency and quantity of vehicle testing have decreased to a certain extent, especially in the short term, resulting in the wait-and-see attitude of the entrants to the vehicle testing industry in 2021. Based on the full investigation of the current situation of the industry, the company has not invested the raised funds in the prudent construction projects in 2021. However, as the overall matching level of China's motor vehicle testing stations is still low, it is expected that in the future, with the growth of motor vehicle ownership and the continuous growth of vehicle age in use, the detection volume will gradually resume growth in 2022, which will continue to promote the development of motor vehicle testing service market and upstream motor vehicle testing system supply market, According to the actual situation, the company will successively build motor vehicle testing stations to implement the planned expansion.
(II) adjustment description of previous schemes
The company held the 29th meeting of the third board of directors and the 25th meeting of the third board of supervisors on August 2, 2021 and the second extraordinary general meeting of shareholders in 2021 on August 18, 2021, deliberated and adopted the proposal on changing the purpose and implementation subject of some raised funds of raised investment projects and using the raised funds to acquire 70% equity of three motor vehicle testing stations, It is agreed that the company will change 60.298 million yuan of the raised funds not yet invested in the "chain motor vehicle testing station construction project" to purchase 70% equity of Yinan Yongan motor vehicle testing Co., Ltd., 70% equity of Mengyin Jincheng motor vehicle testing Co., Ltd. and 70% equity of Mengyin Mengcheng motor vehicle testing Co., Ltd, The implementation subject is changed from "Shandong Shenzhen Anche Technologies Co.Ltd(300572) Technology Co., Ltd." to " Shenzhen Anche Technologies Co.Ltd(300572) ". For details, see the company's website at cninfo.com（ http://www.cn.info.com.cn./new/index ）Relevant announcements of disclosure.
(III) reasons for changing the original raised investment project
1. Investment reasons of original raised investment project
The original raised investment project is to help the company quickly establish a chain brand of motor vehicle testing service nationwide through the construction and operation of testing stations and the operation center of testing stations, solve the pain points of the current motor vehicle testing service industry, and provide unified, standardized, standardized and transparent motor vehicle testing services for national motor vehicle testing service consumers, Become China's leading professional organization of motor vehicle testing services.
2. Reasons for changing raised investment projects and implementation subjects
The original raised investment project is planned to be completed in batches within 3 years, and the implementation subject is Shandong Shenzhen Anche Technologies Co.Ltd(300572) Technology Co., Ltd. In view of many factors to be considered in the site selection of motor vehicle testing station, long construction and return cycle and low utilization rate of raised funds, it may have an adverse impact on the operating performance of the company.
According to the company's long-term strategic planning and current development needs
