Stock abbreviation: Anhui Andeli Department Store Co.Ltd(603031) Stock Code: 603031 Anhui Andeli Department Store Co.Ltd(603031)
Feasibility analysis report on the use of funds raised by non-public offering of A-Shares in 2022
February, 2002
catalogue
catalogue two
interpretation…… three
1、 The use plan of the funds raised by this non-public offering of shares five
2、 Basic information of the investment project five
(I) overview of this transaction five
(II) basic information of the target company and its subsidiaries five
(III) main business of the subject company twelve
(IV) main financial data of the subject company twenty
(V) ownership of major assets, external guarantees and major liabilities twenty-one
(VI) pricing basis of this transaction thirty-four
(VII) discussion and analysis of the board of directors on the rationality of this pricing thirty-four
(VIII) this transaction constitutes a major asset reorganization thirty-six
(IX) this transaction constitutes a connected transaction thirty-seven
(x) this transaction does not constitute reorganization and listing thirty-seven
(11) This transaction has been performed and the approval procedures to be performed thirty-eight
(12) The main contents of the contract related to this transaction thirty-eight
3、 Analysis on the necessity of the project invested by the raised funds forty-four
4、 Feasibility analysis of the project invested by the raised funds forty-five
(I) the target company has a competitive advantage and the future return can be expected forty-five
(II) the use of the funds raised by this non-public offering of shares complies with the provisions of laws and regulations 45 (III) the use of funds raised by this non-public offering of shares has the implementation subject of standardized governance and perfect internal control forty-five
5、 The impact of this non-public offering on the company’s operation, management and financial situation forty-six
(I) the impact of this non-public offering on the company’s operation and management forty-six
(II) the impact of this non-public offering on the company’s financial situation forty-six
Appendix forty-eight
Appendix I: Main authorized patents obtained by the subject company and its subsidiaries forty-eight
Appendix II: Main registered trademarks owned by the subject company and its subsidiaries seventy-two
interpretation
In this feasibility analysis report, unless the context specifies, the following words or abbreviations have the following specific meanings:
General NOUN
This offering and this non-public development refer to the non-public offering of Bank A and this non-public offering of shares in Anhui Andeli Department Store Co.Ltd(603031) 2022
This feasibility analysis report and this report refer to the feasibility analysis report on the use of funds raised by non-public offering of A-Shares in Anhui Andeli Department Store Co.Ltd(603031) 2022
Anhui Andeli Department Store Co.Ltd(603031) , listed company, public index Anhui Andeli Department Store Co.Ltd(603031)
Company and the company
Hefei Rongxin refers to Hefei Rongxin equity investment fund partnership (limited partnership)
Shenzhen glory refers to Shenzhen Qianhai glory Capital Management Co., Ltd
Hefei Rongxin and those acting in concert refer to Hefei Rongxin and Shenzhen glory
Actual controllers refer to Yuan Yonggang and Wang Wenjuan
Anfu energy refers to Anhui Anfu Energy Technology Co., Ltd
Yajin technology and target company refer to Ningbo Yajin Electronic Technology Co., Ltd
Nanfu battery refers to Fujian Nanping Nanfu Battery Co., Ltd
Fujian Nanping Dafeng Electric Appliance Co., Ltd. from August 1999 to July 2016, Ningbo Yafeng and the counterparty refer to the former name “Fujian Nanping Dafeng Electric Appliance Co., Ltd.” and the former name “Ningbo Yafeng Electric Appliance Co., Ltd.” from July 2016 to January 2022, In January 2022, it was renamed “Fujian Nanping Dafeng Electric Appliance Co., Ltd.”
The underlying asset refers to the 15% equity of Yajin technology
Yunnan Unicom refers to Yunnan branch of China United Network Communication Co., Ltd
Nanping Bank of China refers to Bank Of China Limited(601988) Nanping Branch
Pengbo industry refers to Shenzhen Pengbo Industry Group Co., Ltd
Yajinxin communication refers to yajinxin communication (Beijing) Co., Ltd
Xutong Lianying refers to Zhejiang Xutong Lianying Business Service Co., Ltd
Ningbo Lihao refers to Ningbo Meishan bonded port Lihao Investment Co., Ltd
Nanfu marketing refers to Fujian Nanfu Marketing Co., Ltd
Shenzhen Jingfu refers to Shenzhen Jingfu Technology Co., Ltd
Shanghai Jingfu refers to Shanghai Jingfu Technology Co., Ltd
Nanfu new energy refers to Fujian Nanping Yanping Nanfu New Energy Technology Co., Ltd
Transfer of 15% shares of Yajin technology on February 9, 2022, the transfer agreement signed by Ningbo Yafeng, Anfu energy and Anhui Andeli Department Store Co.Ltd(603031) refers to the share transfer agreement on 15% shares of Ningbo Yajin Electronic Technology Co., Ltd.
The benchmark date refers to August 31, 2021
The reporting period refers to 2019, 2020 and January August 2021
Anhui Andeli Department Store Co.Ltd(603031) Anhui Anfu Energy Technology Co., Ltd., a holding subsidiary, purchased 15% of the equity of Yajin technology from Ningbo Yafeng in the form of this acquisition, this transaction and cash payment
Major asset purchase and related party transactions refer to the Anhui Andeli Department Store Co.Ltd(603031) report on major asset purchase and related party transactions (Draft) and the easy report (Draft)
Zhonglian Guoxin and appraisal institution refer to Anhui Zhonglian Guoxin Asset Appraisal Co., Ltd
Securities Law of the people’s Republic of China
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
The State Council refers to the State Council of the people’s Republic of China
China Clearing refers to China Securities Depository and Clearing Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Professional vocabulary
LR03 refers to alkaline No. 7 battery, AAA type.
LR6 refers to alkaline No. 5 battery, AA type.
LR14 refers to alkaline No. 2 battery, type C.
Lr20 refers to alkaline No. 1 battery, type D.
6LR61 refers to 9V alkaline battery. Each 6LR61 battery is composed of 6 lr61 batteries.
TWS headphones refer to true wireless stereo headphones, that is, true wireless stereo headphones.
Ka refers to keyaccount, i.e. important customer. It usually refers to large cross regional chain retail terminals with advantages in business area, passenger flow and development potential.
OEM of original equipment manufacturer refers to a OEM production mode. The manufacturer produces products according to the design or specifications provided by the entrusted manufacturer, and then sells them to the entrusted manufacturer.
FOB means free on board, also known as “FOB”.
CIF refers to cost insurance and freight, also known as “CIF”.
Note 1: unless otherwise specified, the financial data and financial indicators quoted in this report refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data;
Note 2: there may be a tail difference between the sum of individual data and the total amount of relevant data in this report, which is caused by rounding in data calculation.
1、 Plan for the use of funds raised by this non-public offering
The total amount of funds raised from this non-public offering of shares does not exceed 1350 million yuan (including 1350 million yuan). The net amount of funds raised after deducting relevant issuance expenses is intended to be used for the following items:
Unit: 10000 yuan
No. project name total project investment amount of raised funds to be used
1. Acquisition of 15% equity of Yajin technology 135000.00 135000.00
Total 135000.00 135000.00
Before the funds raised in this offering are in place, the company will invest in advance with its own funds or self raised funds according to the actual situation of the project progress, and replace them in accordance with the procedures specified in relevant laws and regulations after the funds raised are in place. If the actual net amount of raised funds is less than the above amount of funds to be invested, the insufficient part of the raised funds will be solved by the company with its own funds or self raised funds.
The investment project of the funds raised by the issuance of shares is planned to be implemented through the holding subsidiary Anfu energy, and the specific investment method shall be determined by the company according to the actual situation. 2、 Basic information of investment projects
The listed company plans to purchase its 15% equity of Yajin technology from Ningbo Yafeng by paying cash through its holding subsidiary Anfu energy. See the report on the acquisition of 15% equity of Yajin Technology Co., Ltd. for details.
(I) overview of this transaction
In this transaction, the listed company plans to purchase 15% equity of Yajin technology by paying cash through its holding subsidiary Anfu energy. Before this transaction, the listed company held 36% of the equity of Yajin technology and 15% of its equity through the voting right entrustment arrangement of its holding subsidiary Anfu energy, so as to control 51% of the voting rights of Yajin technology in total; After the completion of this transaction, the listed company will hold a total of 51% equity of Yajin technology through its holding subsidiary Anfu energy.
(II) basic information of the target company and its subsidiaries
1. Basic information of Yajin Technology
(1) Basic information
Company name: Ningbo Yajin Electronic Technology Co., Ltd
Legal representative: Jiao shuge
Date of establishment: March 11, 2004
Corporate limited liability company (unlisted, invested or controlled by natural persons)
The registered capital is 3750354000 yuan
Unified social credit code 91330200757191291t
Securities code: 830806
Securities abbreviation: Yajin Technology
Stock exchange and national share transfer system for small and medium-sized enterprises
Address: No. 13, building 1, No. 2, Xinqi Xinjian Road, Beilun District, Ningbo City, Zhejiang Province