Anxin Securities Co., Ltd
About Aofu Environmental Technology Co.Ltd(688021)
Verification opinions on adjusting the investment amount and internal investment structure of some raised investment projects. Anxin Securities Co., Ltd. (hereinafter referred to as "Anxin securities" or "sponsor") is the sponsor of Aofu Environmental Technology Co.Ltd(688021) (hereinafter referred to as " Aofu Environmental Technology Co.Ltd(688021) " or "company") initial public offering of shares and listing on the science and innovation board, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, 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 shares on the science and Innovation Board of Shanghai Stock Exchange, and the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, The Aofu Environmental Technology Co.Ltd(688021) adjustment of the investment amount and internal investment structure of some raised investment projects has been carefully and prudently verified. The verification situation and verification opinions are hereby published as follows: I. Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
With the approval of the reply on Approving the registration of Aofu Environmental Technology Co.Ltd(688021) initial public offering issued by the China Securities Regulatory Commission (zjxk [2019] No. 1884), the company issued 20000000 ordinary shares (A shares) in RMB for the first time, with an issue price of 26.17 yuan per share and a total raised capital of 523.4 million yuan, After deducting the issuance expenses of 66.2792 million yuan (excluding value-added tax), the net amount of raised funds was 457.1208 million yuan. All the above raised funds have been in place, verified by Rongcheng Certified Public Accountants (special general partnership), and issued the capital verification report (hyz [2019] No. 7830) on October 31, 2019. After the funds raised were received, the company stored the funds raised in a special account, and signed the tripartite supervision agreement on the storage of funds raised in a special account with the sponsor and the opening bank of funds raised.
(II) planned investment and actual investment of raised investment projects
According to the company's prospectus on initial public offering and listing on the science and innovation board and the partial information on adjustment deliberated and adopted at the 11th meeting of the second board of directors and the 7th Meeting of the second board of supervisors, the investment projects and use plans of the funds raised by the company's initial public offering are as follows:
Unit: 10000 yuan
Proposed to be invested and raised up to 2021 serial number project name total investment fund of the project accumulated investment amount as of December 31
1 annual output of 4 million liters of DPF carrier Shandong base 24601.72 19122.53 14560.05
project
Annual output of 2 million liters doc, 1.6 million liters
2 TWC, 200000l GPF carrier production item 18487.60 12987.60 12544.21
order
3. Automobile honeycomb ceramic carrier in Shandong production base 3007.30 3007.30
Production line automation technical transformation project 1164.00
4. Construction project of technology R & D center 6594.65 6594.65 490.00
5. Supplementary working capital 5000.00 4000.00 4000.00
Total: 57691.27 45712.08 32758.25
2、 Investment amount of raised investment projects and adjustment of internal investment structure
(I) reasons for adjusting the investment amount and internal investment structure of some raised funds this time
In combination with the fourth meeting of the third board of directors and the third meeting of the third board of supervisors of the company, the proposal on increasing the implementation subject, implementation location and extending the construction period of some raised investment projects was deliberated and adopted, It is agreed to add Anhui aofu Fine Ceramics Co., Ltd. (hereinafter referred to as "Anhui aofu") as the implementation subject of the construction project of technology R & D Center (hereinafter referred to as "R & D center project"), the corresponding new implementation location is Lingang Industrial Park, Bengbu Economic Development Zone, Anhui Province, and extend the construction period of the R & D center project to December 2023. The R & D center project of the company was originally planned to be invested in the existing land of Chongqing aofu, and now it is planned to be invested in the new land purchased by Anhui aofu. In addition, the rare earth catalytic research related companies established by the company can meet the durability test needs of the original plan of the R & D center project and save the relevant investment of the durability test equipment in the original plan. Therefore, the company plans to adjust the project investment accordingly.
According to the construction plan of the R & D center project and the overall development strategy of the company, the total planned investment of the R & D center project was 65.9465 million yuan, and 4.9 million yuan of raised funds has been used. The total amount after this adjustment is 68.2338 million yuan. It is proposed to use the remaining raised funds of 61.0465 million yuan and its own funds for subsequent construction investment.
(II) adjustment of investment composition
Combined with the development needs, the company reduced the equipment investment of the R & D center project and increased the investment in the construction of land, laboratory room and supporting facilities. The adjusted investment composition is as follows:
Serial number project units adjust the amount before this adjustment.
Investment amount investment amount
1. Construction investment: RMB 1200.00 3180.00 1980.00
2. Equipment investment: RMB 3958.00 2125.38 -1832.62
3. Software investment: RMB 195.00 233.00 38.00
4. Reserve fund investment: RMB 267.65 million, RMB 300.00 million, RMB 32.35 million
5. R & D Investment: RMB 974.00, 985.00 and 11.00
Total 6594.65 6823.38 228.73
After the adjustment, the R & D center project plans to continue to invest a small amount of small-scale test equipment in Chongqing aofu. Anhui aofu will invest about 8000 square meters of laboratory and pilot test line, and about 44 test equipment.
The adjusted total investment is 68.2338 million yuan, and the amount of raised funds to be used is 61.0465 million yuan. The difference between the total project investment and the amount of raised funds will be made up by the company with self raised funds. 3、 Investment amount of raised investment projects and the impact of internal investment structure adjustment
The adjustment of the implementation content and investment amount of some raised capital projects is a prudent decision made by the company according to the actual situation of the project implementation, which is in line with the actual situation of the project construction and the company's business plan, is conducive to the smooth implementation of the above projects, and will not have a substantive impact on the implementation of the raised capital projects, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders, which will not have a significant adverse impact on the normal operation of the company, Comply with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation of Shanghai Stock Exchange And other laws and regulations on the management of raised funds of listed companies. 4、 Review procedures for implementation
(I) deliberations of the board of directors
On February 24, 2022, the ninth meeting of the third board of directors of the company considered and approved the proposal on adjusting the investment amount and internal investment structure of some raised investment projects, and agreed to adjust the investment amount and internal investment structure of some raised investment projects. The proposal still needs to be considered by the general meeting of shareholders.
(II) opinions of independent directors
The independent directors believe that the adjustment of the investment amount and internal investment structure of some raised investment projects is closely related to the company's main business, in line with the company's actual situation and future development strategy, and is conducive to improving the use efficiency of raised funds; The adjustment of the investment amount and internal investment structure of some raised investment projects has performed the necessary procedures, and the relevant conditions comply with the relevant provisions of the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
Therefore, we agree to adjust the investment amount and internal investment structure of some raised investment projects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation after the deliberation and approval of the board of directors.
(III) opinions of the board of supervisors
The board of supervisors believes that the adjustment of the investment amount and internal investment structure of some raised investment projects is closely related to the company's main business, in line with the company's actual situation and future development strategy, and is conducive to improving the use efficiency of raised funds; The adjustment of the investment amount and internal investment structure of some raised investment projects has performed the necessary procedures, in line with the relevant provisions of the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation.
Therefore, the board of supervisors of the company agreed to adjust the investment amount and internal investment structure of some raised investment projects, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation after the deliberation and approval of the board of directors. 5、 Verification opinions of the recommendation institution
The sponsor believes that the company's adjustment of the investment amount and internal investment structure of some raised investment projects has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, and the relevant matters need to be submitted to the general meeting of shareholders for deliberation, Comply with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, and the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation And other relevant regulations and the company's fund-raising management system. The recommendation institution has no objection to the adjustment of the investment amount and internal investment structure of some raised investment projects of the company. The adjustment can be implemented only after it is deliberated and approved by the general meeting of shareholders of the company.
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