Securities abbreviation: Aotecar New Energy Technology Co.Ltd(002239) securities code: Aotecar New Energy Technology Co.Ltd(002239) Announcement No.: 2022013
Aotecar New Energy Technology Co.Ltd(002239)
On the use of surplus funds after the implementation of some raised investment projects
And the announcement on the change of implementation mode of individual raised investment projects
The company and all members of the board of directors guarantee that the contents of this information disclosure are 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 adopted the proposal on permanently replenishing the surplus raised funds after the implementation of individual raised investment projects, the proposal on using the surplus raised funds for the implementation of new projects after the implementation of individual raised investment projects, and the proposal on changing the implementation mode of individual raised investment projects. Deliberated and agreed to close the raised investment project “new energy vehicle heat pump air conditioning system project”, and permanently replenish the surplus raised funds of 382975 million yuan (including the financial income of the deposit account and the interest on bank deposits, and the actual amount shall be subject to the balance of the special deposit account on the day when the funds are transferred out); Close the ” Shanghai Pudong Development Bank Co.Ltd(600000) new energy vehicle electric compressor project” and invest the surplus raised funds of 1.8444 million yuan into the “1 million new energy vehicle electric compressor project”; Change the “project with an annual output of 15 million compressor pistons” to “project with an annual output of 3.6 million compressor pistons”, confirm that the project has been completed, and use the project surplus fund of 1.1243 million yuan (excluding the balance of the project contract to be paid) to permanently supplement the working capital. The above matters need to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
Details are hereby announced as follows:
1、 Basic information of raised funds and projects invested with raised funds
Approved by the reply on approving Aotecar New Energy Technology Co.Ltd(002239) non-public Development Bank shares (zjxk [2020] No. 3355) of China Securities Regulatory Commission
Quasi, 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 per share. The total amount of funds raised was 442 million yuan. After deducting the issuance expenses, the net amount of funds raised was 426481100 yuan (hereinafter referred to as the previous raised funds). The verification report of ZTZ (202007) No. 0201 issued by the partnership certified public accountants confirms that the above raised funds have been in place. The company adopts the special account storage system for the raised funds, and has signed the tripartite supervision agreement on the special account storage of raised funds and the quadripartite supervision agreement on the special account storage of raised funds with the recommendation institution and the deposit bank of raised funds to manage the storage and use of raised funds.
2、 Investment projects with raised funds
According to the Aotecar New Energy Technology Co.Ltd(002239) 2020 plan for non-public development of A-Shares (Second Revision), the net amount of the company’s non-public offering funds after deducting the issuance expenses will be used for the following items:
Unit: 10000 yuan
Project Name: the total investment of the project was originally planned to be invested in the raised funds, and the raised funds were planned to be invested after adjustment
1 new energy vehicle heat pump air conditioning 589837255 Ping An Bank Co.Ltd(000001) 584896 system project
2. Annual output of Shanghai Pudong Development Bank Co.Ltd(600000) fourth generation electric compressors 238909617 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 89877
3. Annual output of 15 million compressors 194981618 Shenzhen Fountain Corporation(000005) 18693 piston project
4 Academia Sinica project 147673914 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 03428
5 supplementary working capital 44 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 4 Ping An Bank Co.Ltd(000001) 267917
Total 16114023148 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 264811
3、 Use and savings of raised funds
As of February 21, 2022, the use plan and actual use of the raised funds are as follows:
Unit: 10000 yuan
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 1584896640205561716382975 yes
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
Commissioning system project
2 annual output of Shanghai Pudong Development Bank Co.Ltd(600000) units the fourth 489877301496169937 184.44 is a generation of 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 663.51 995.872374901 no
5 supplementary working capital 1267917 – yes
Total 42648112625376989283650152
4、 Basic information of permanently replenishing working capital with surplus raised funds after the implementation of raised investment projects
In view of the construction and implementation of the “new energy vehicle heat pump air conditioning system project” invested by the previous raised funds, which has reached the predetermined usable state, in order to meet the development needs of the company and improve the use efficiency of the raised funds, combined with the actual operation of the company, The surplus raised funds of 382975 million yuan (including the financial income of the deposit account and the interest of bank deposits, and the actual amount shall be subject to the balance of the special deposit account on the day when the funds are transferred out) will be permanently supplemented with working capital for the daily operation and business development of the company.
At present, the company still has temporary supplementary working capital that has not been returned, and the above permanent supplementary working capital will be implemented after the company returns the temporary supplementary working capital on schedule.
5、 Basic information on the use of surplus raised funds for the implementation of new projects after the implementation of raised investment projects
In view of the construction and implementation of the ” Shanghai Pudong Development Bank Co.Ltd(600000) new energy vehicle electric compressor project with an annual output” invested by the previous raised funds, which has reached the predetermined usable state, in order to meet the development needs of the company and improve the use efficiency of the raised funds, combined with the actual operation situation of the company, The surplus raised funds of 1.8444 million yuan (excluding the balance of the project contract to be paid) after the implementation of the project will be used for the company’s new “electric compressor project with an annual output of 1 million new energy vehicles”.
6、 Basic information of changing the implementation mode of the raised investment project 1. The project has not been completed. This fund is not the surplus fund, but the unused raised investment project fund.
When planning the previous fund-raising, the company set the original investment plan for the raised investment project “15 million compressor pistons per year” (hereinafter referred to as the piston project) as 195 million yuan, and plans to invest 180 million yuan. Since the overall actual amount of the previous raised funds was much lower than the original fund-raising plan, the company adjusted the amount of the raised funds invested in the project in February 2021 and reduced the amount of the raised funds invested in the piston project from 180 million yuan to 518693 million yuan. Due to the small amount of funds allocated, it is difficult to complete all production capacity only by raising investment funds. The company was originally prepared to make up the gap with its own funds. After construction, the project has achieved a production capacity of 3.6 million units, and the above allocated raised funds have been basically used up. According to the analysis and reasonable prediction of the current market sales of the company’s piston compressor, due to the rapid development of the new energy vehicle market, the production capacity of the above traditional air conditioning compressor components can meet the production capacity and market demand of the company’s piston compressor at present and in the future. At the same time, considering the current capital situation of the company, At this stage, there is no need to continuously invest its own funds to realize the self-production scale of 15 million compressor pistons. To this end, the company plans to change the piston project into “the project with an annual output of 3.6 million compressor pistons”, and confirms that the project has been completed, and the surplus fund of the project is 1124300 yuan (excluding the balance of the project contract to be paid) to permanently supplement the working capital.
At present, the company still has temporary supplementary working capital that has not been returned, and the above permanent supplementary working capital will be implemented after the company returns the temporary supplementary working capital on schedule.
7、 Impact of the foregoing on the company
(I) after the implementation of this raised investment project, the surplus raised funds will be permanently supplemented to the impact of working capital on the company
The decision to use the surplus funds raised from the fund-raising project “new energy vehicle heat pump air conditioning system project” to permanently supplement the working capital is based on the actual construction of the company’s fund-raising investment project, which is conducive to improving the use efficiency of the raised funds, reducing the company’s operation cost and meeting the company’s production and operation needs, There is no disguised change in the investment direction of the raised funds and damage to the interests of all shareholders, which will not affect the production and operation of the company and is in line with the interests of the company and all shareholders.
(II) after the implementation of this raised investment project, the surplus raised funds will be used for the impact of the implementation of new projects on the company
The new project invested with the surplus raised funds of the ” Shanghai Pudong Development Bank Co.Ltd(600000) new energy vehicle electric compressor project” is the “1 million new energy vehicle electric compressor project”, which belongs to the main business of the company. The surplus raised funds are invested in the new project to further improve the use efficiency of the raised funds and optimize the allocation of funds and resources, It meets the actual business needs of the company, does not harm the interests of shareholders, and will not have an adverse impact on the normal operation of the company.
(III) the impact of this change in the implementation mode of individual raised investment projects on the company
The change of the implementation mode of the “annual output of 15 million compressor pistons project” is a prudent and reasonable adjustment made by the company in combination with the current market environment and the overall operation and development layout of the company, which meets the actual needs of the company’s current raised investment projects. There is no change or disguised change in the investment direction, implementation subject and location of the raised funds, Nor will it adversely affect the normal operation of the company.
8、 Relevant approval procedures and audit opinions
(I) deliberations of the board of directors
The company held the 37th meeting of the 5th board of directors on February 28, 2022, The meeting deliberated and adopted the proposal on permanently replenishing the surplus raised funds after the implementation of individual raised investment projects, the proposal on using the surplus raised funds for the implementation of new projects after the implementation of individual raised investment projects, and the proposal on changing the implementation mode of individual raised investment projects, Agree to use the surplus funds after the implementation of some raised investment projects and change the implementation mode of individual raised investment projects.
(II) deliberation of the board of supervisors
The company held the 23rd Meeting of the 5th board of supervisors on February 28, 2022, The meeting deliberated and adopted the proposal on permanently replenishing the surplus raised funds after the implementation of individual raised investment projects, the proposal on using the surplus raised funds for the implementation of new projects after the implementation of individual raised investment projects, and the proposal on changing the implementation mode of individual raised investment projects, The supervisors present at the meeting expressed their agreement on the use of surplus funds after the implementation of some raised investment projects and the change of implementation methods of individual raised investment projects.
(III) opinions of independent directors
The independent directors believe that: after the confirmation and implementation of some raised investment projects, the use of surplus funds and the change of implementation mode of individual raised investment projects are decided by the company according to the actual situation, which is conducive to improving the use efficiency of raised funds, meeting the needs of liquidity in the company’s daily operation, meeting the needs of the company’s operation and development and the interests of all shareholders. The matter has fulfilled the necessary decision-making procedures and complies with the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the company’s fund-raising
