Aotecar New Energy Technology Co.Ltd(002239)
Securities abbreviation: Aotecar New Energy Technology Co.Ltd(002239) securities code: Aotecar New Energy Technology Co.Ltd(002239) Announcement No.: 2022014
Aotecar New Energy Technology Co.Ltd(002239)
The company and all members of the board of directors guarantee that the content of this information disclosure is true, accurate and complete,
There are no false records, misleading statements or major omissions.
The company held the 37th meeting of the 5th board of directors and the 23rd Meeting of the 5th board of supervisors on February 28, 2022. The meeting deliberated and approved the proposal on the company’s use of some idle raised funds to temporarily supplement working capital, and agreed that the company should use no more than 23 million yuan of idle raised funds to temporarily supplement working capital, The service life shall be no more than 12 months from the date when the company returns the initial temporary supplementary flow funds on schedule. Relevant matters are hereby announced as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Aotecar New Energy Technology Co.Ltd(002239) non-public Development Bank shares (zjxk [2020] No. 3355) issued by the China Securities Regulatory Commission, the company issued 111898727 RMB ordinary shares in January 2021, with a par value of 1 yuan per share and an issue price of 3.95 yuan / share. The total amount of funds raised was 442 million yuan, after deducting the issuance expenses, The net amount of raised funds is 426481100 yuan. The above raised funds have been verified and confirmed by zhongxinghua certified public accountants.
The investment projects of the raised funds are as follows:
Serial number project name proposed amount of raised funds
1 new energy vehicle heat pump air conditioning system project 1584896
2. The project with an annual output of Shanghai Pudong Development Bank Co.Ltd(600000) fourth generation electric compressors 489877
3. Compressor piston project with an annual output of 15 million units 518693
4 Academia Sinica project 403428
1267917 supplementary liquidity
Total 4264811
Aotecar New Energy Technology Co.Ltd(002239)
2、 Use of raised funds
As of February 21, 2022, the use plan and actual use of the raised funds are as follows:
Project Name: proposed to be invested in fund raising has been invested in fund raising and whether the outstanding balance of payable has been raised or not
1 new energy vehicle heat pump air conditioning system project 1584896640205561716382975
2 with an annual output of Shanghai Pudong Development Bank Co.Ltd(600000) units, the fourth generation 489877301496169937 184.44 is an electric compressor project
3. The annual output of 15 million compressors is 518693349407158043 112.43, which is the compressor piston project
4 Academia Sinica project 403428 663.51 995.87237490 no
5 supplementary working capital 1267917 – yes
Total 42648112625376989283650152
3、 Temporary replenishment of working capital with idle raised funds this time
In view of the long construction period of the raised investment project “Central Research Institute Project” and the payment method of the project funds is subsection expenditure, which makes some of the raised funds idle. In order to improve the use efficiency of funds, reasonably reduce financial expenses and meet the company’s working capital needs, on the premise of ensuring the construction capital needs of the raised investment project “Central Research Institute Project”, The company plans to use idle raised funds of no more than 23 million yuan to temporarily supplement working capital, and the service life is no more than 12 months from the date when the company returns the initial temporary supplementary flow funds on schedule. The company does not change the purpose of the raised funds, which will not affect the normal progress of the raised investment project.
4、 Relevant information on temporarily replenishing working capital with idle raised funds
The use of idle raised funds to temporarily supplement working capital is expected to save up to RMB 100500 in financial expenses for the company (calculated according to the typical interest rate of the company’s one-year bank loan).
The company will do a good job in the deposit, management and use of raised funds in strict accordance 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 self discipline supervision of listed companies on Shenzhen Stock exchange No. 1 – standardized operation of listed companies on the main board. Idle raised funds are temporarily used for replenishment
Aotecar New Energy Technology Co.Ltd(002239)
Upon the expiration of the working capital period, the company will return the raised funds temporarily used for working capital to the special account for raised funds in time, which will not affect the normal progress of the raised funds project. At the same time, the company promises not to make venture capital investment or provide financial assistance to objects other than holding subsidiaries during the period of temporarily replenishing working capital with idle raised funds.
5、 Review and approval procedures and verification opinions
(I) deliberations of the board of directors
The 37th meeting of the 5th board of directors of the company deliberated and approved the proposal on the company using some idle raised funds to temporarily supplement working capital. The directors of the company unanimously agreed that the company would temporarily supplement working capital with idle raised funds of no more than 23 million yuan in the special account for raised funds, The service life shall be no more than 12 months from the date when the company returns the initial temporary supplementary flow funds on schedule.
(II) opinions of independent directors
The independent directors of the company express their independent opinions as follows: the company’s use of some idle raised funds to temporarily supplement working capital is conducive to improving the use efficiency of raised funds and reducing financial expenses. There is no change or disguised change in the purpose of raised funds and damaging the interests of shareholders, which is in line with laws and regulations and relevant provisions of the company on the use of raised funds. We agree that the company will use some idle raised funds to supplement working capital temporarily.
(III) deliberation of the board of supervisors
The 23rd Meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on the company using some idle raised funds to temporarily supplement working capital. The board of supervisors believes that the company uses no more than 23 million yuan of idle raised funds to temporarily supplement working capital, and the service life is no more than 12 months from the date when the company returns the initial temporary supplementary funds on schedule. This behavior does not change the purpose of the raised funds in a disguised form and damage the interests of shareholders. It complies with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, performs the specified procedures, and is in line with the interests of the company and shareholders. The board of supervisors agreed that the company could temporarily supplement the working capital with the idle raised capital of no more than 23 million yuan in the special account for raised capital.
(IV) verification opinions of the recommendation institution
Aotecar New Energy Technology Co.Ltd(002239)
Huatai United Securities, the sponsor of the non-public offering of shares to raise funds, checked the matter and issued the following verification opinions:
The company’s plan to use some idle raised funds to temporarily supplement working capital has been deliberated and approved by the board of directors and the board of supervisors, and the independent directors have expressed clear consent; The above matters comply with the provisions of relevant laws and regulations, normative documents and the company’s internal system, 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 (revised in 2022), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the company’s measures for the administration of raised funds, It is a prudent decision made by the company according to the actual situation of the project, which meets the actual business needs and long-term development plan of the company, is conducive to improving the efficiency of the use of raised funds, and there is no damage to the interests of shareholders.
In conclusion, the recommendation institution agrees that the company will temporarily supplement the working capital with the idle raised funds after fulfilling the obligation of information disclosure.
It is hereby announced.
Documents for future reference: 1 Resolutions of the 37th meeting of the 5th board of directors of the company;
2. Resolutions of the 23rd Meeting of the 5th board of supervisors of the company;
3. Independent opinions of independent directors on relevant matters;
4. Verification opinions of Huatai United Securities Co., Ltd. on permanently replenishing working capital with surplus raised funds and changing the implementation mode of individual raised projects after the implementation of the raised projects of Aotecar New Energy Technology Co.Ltd(002239) New Energy Technology Co., Ltd.
Aotecar New Energy Technology Co.Ltd(002239) board of directors
March 1, 2022
