Anxin Securities Co., Ltd
About Aofu Environmental Technology Co.Ltd(688021)
Verification opinions on using idle raised funds to supplement working capital
Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” or “sponsor”) is a sponsor of Aofu Environmental Technology Co.Ltd(688021) (hereinafter referred to as ” Aofu Environmental Technology Co.Ltd(688021) ” or “company”) for initial public offering and listing on the science and innovation board, According to 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 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, and the Listing Rules of stocks on the science and Innovation Board of Shanghai Stock Exchange And other relevant regulations, carefully and prudently verified the company’s plans to use idle raised funds to supplement working capital, and expressed the following opinions: I. Basic information of raised funds
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. 2、 Use of raised funds
According to the company’s “prospectus for initial public offering and listing on the science and Innovation Board” and the “proposal on adjusting the amount of raised funds to be invested in some raised funds investment projects” deliberated and adopted at the 11th meeting of the second board of directors and the 7th Meeting of the second board of supervisors respectively, The investment projects and use plans of the funds raised by the company’s initial public offering are as follows:
Unit: 10000 yuan
No. project name total investment of the project to be invested in raised funds
1 Shandong base project with an annual output of 4 million liters of DPF carrier 24601.72 19122.53
order
2 annual output of 2 million liters doc, 1.6 million liters 18487.60 12987.60
TWC, 2 million liter GPF carrier production project
3. Automobile honeycomb ceramic carrier in Shandong production base 3007.30 3007.30
Production line automation technical transformation project
4. Construction project of technology R & D center 6594.65 6594.65
5. Supplementary working capital 5000.00 4000.00
Total: 57691.27 45712.08
3、 The use of idle raised funds to supplement working capital this time
As of December 31, 2021, the accumulated amount of the company’s raised funds was 327582500 yuan, the unused amount was 129.5383 million yuan, and the fund balance of the special account for raised funds was 95.6256 million yuan. Due to the development needs of the company and in order to improve the use efficiency of the raised funds, on the premise of ensuring the normal progress of the fund demand and the use plan of the raised funds for the investment projects, and in combination with the production and operation needs and financial situation of the company, the company decides to use the idle raised funds of no more than 30 million yuan to temporarily supplement the working capital for a period of no more than 12 months, When due, it will be returned to the special account for raised funds. 4、 Impact on the daily operation of the company
The company uses some idle raised funds to supplement working capital temporarily, which is conducive to solving the company’s temporary working capital demand, improving the use efficiency of raised funds, reducing financial expenses and improving the company’s operating efficiency.
The company’s use of idle raised funds of no more than 30 million yuan to temporarily supplement working capital is limited to the production and operation related to its main business. It has not been directly or indirectly arranged for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc., and does not conflict with the implementation plan of the investment project with raised funds, It will not affect the normal progress of the investment project with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised form and damaging the interests of shareholders. It will be returned to the special account for raised funds in time at the expiration of the time limit. On February 25, 2021, the company held the 20th meeting of the second board of directors and the 16th meeting of the second board of supervisors to review and approve the relevant proposals on the company’s previous use of idle raised funds to temporarily supplement working capital. It was agreed that the company should use idle raised funds of no more than 80 million yuan (including 80 million yuan) to temporarily supplement working capital, and the time of single supplement of working capital should not exceed 12 months, To meet the actual needs of the company’s subsequent development. common
The company has returned all the idle raised funds of 80 million yuan of the above temporary supplementary working capital to the special account for raised funds on February 22, 2022. 5、 Relevant review procedures
The ninth meeting of the third board of directors and the eighth meeting of the third board of supervisors held on February 24, 2022 considered and approved the proposal on using idle raised funds to supplement working capital, and agreed to use idle raised funds of no more than 30 million yuan to supplement working capital temporarily, with a service life of no more than 12 months, It also believes that the company’s use of some idle raised funds to temporarily supplement working capital is conducive to solving the company’s temporary working capital demand, improving the use efficiency of raised funds, reducing financial expenses and improving the company’s operating efficiency. The independent directors of the company expressed clear consent on this matter. The use of idle raised funds to supplement working capital does not need to be considered by the general meeting of shareholders. 6、 Verification opinions of the recommendation institution
The recommendation institution has verified the meeting documents of the board of directors and the board of supervisors and the independent opinions of independent directors on the company’s use of idle raised funds to supplement working capital. After verification, the recommendation institution believes that:
1. The company’s use of idle raised funds to supplement working capital has been deliberated and adopted at the ninth meeting of the third board of directors and the eighth meeting of the third board of supervisors. The independent directors have issued clear consent opinions and fulfilled the necessary legal procedures, Comply with laws, regulations and normative documents such as 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), 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.
2. The company uses some idle raised funds to supplement working capital temporarily, which is conducive to solving the company’s temporary working capital demand, improving the use efficiency of raised funds, reducing financial expenses and improving the company’s operating efficiency, which is in line with the interests of the company and all shareholders. There is no situation of changing the use purpose of raised funds in a disguised form, It will not affect the normal implementation of the company’s fund-raising investment plan.
In conclusion, the recommendation institution has no objection to the company’s use of idle raised funds to supplement working capital.
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