Huatai United Securities Co., Ltd
About Aotecar New Energy Technology Co.Ltd(002239)
Verification opinions on permanently replenishing working capital with surplus raised funds and changing the implementation mode of individual raised investment projects after the implementation of raised investment projects
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "sponsor") is the sponsor of Aotecar New Energy Technology Co.Ltd(002239) (hereinafter referred to as " Aotecar New Energy Technology Co.Ltd(002239) " or "company") for non-public offering of shares in 2020, In accordance with the provisions of relevant 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 self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, The matters of Aotecar New Energy Technology Co.Ltd(002239) using the surplus raised funds to permanently supplement the working capital after the implementation of the 2020 non-public offering equity investment project, using the surplus raised funds for the implementation of new projects, changing the implementation mode of raised investment projects, and using some idle raised funds to temporarily supplement the working capital after the implementation of raised investment projects have been carefully verified. The specific verification results are 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 offering of shares (zjxk [2020] No. 3355) issued by the China Securities Regulatory Commission, the company's non-public offering of shares shall not exceed 939407825 new shares. The company actually issued 111898727 RMB common shares (A shares), with an issue price of 3.95 yuan per share and raised funds of 44199997165 yuan. After deducting relevant issuance expenses of 1551886792 yuan (excluding value-added tax), the net amount of raised funds was 42648110373 yuan. The above raised funds have been transferred to the special account for raised funds of the company, which has been verified by zhongxinghua Certified Public Accountants (special general partnership) and issued the capital verification report (zthyz (2021) No. 020007).
The company has deposited the raised funds in the special account for raised funds opened for this offering, and signed the tripartite supervision agreement on the storage of special account for raised funds and the quadripartite supervision agreement on the storage of special account for raised funds with the supervision bank for raised funds of the sponsor to manage the storage and use of the 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
No. project name total investment amount of the project originally planned to be invested in the raised funds 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
Commissioning system project
2 annual output of Shanghai Pudong Development Bank Co.Ltd(600000) units, the fourth generation 489877301496169937 184.44
Electric compressor project
3. Annual output of 15 million tubes 518693349407158043 112.43
Compressor piston project
4 Academia Sinica project 403428 663.51 995.87237490 no
5 supplementary working capital 1267917 - yes
Total 42648112625376989283650152
4、 After the implementation of the raised investment project, the surplus raised funds will be permanently supplemented with working capital. In view of the construction and implementation of the previous raised funds raised investment project "new energy vehicle heat pump air conditioning system project" has been completed and reached the predetermined usable state, in order to meet the development needs of the company, improve the use efficiency of the raised funds, and combined with the actual operation situation 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 of fund transfer out) after the implementation of the project will be settled for this single raised investment project, and the surplus raised funds will be permanently supplemented with working capital, which will not affect the implementation of other raised funds projects.
The main reason for the surplus funds is that part of the funds paid by the company during the implementation of the raised investment project are paid by its own funds, which correspondingly reduces the expenditure of the raised funds account. At the same time, based on the actual situation of the project and without affecting the smooth implementation and completion of the investment project with raised funds, the company has reduced the investment accordingly in accordance with the principles of rationality, economy and effectiveness. In addition, the company reasonably arranged the use of the raised funds, used the idle raised funds for cash management, and obtained a certain investment income.
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 "electric compressor project with an annual output of 1 million new energy vehicles".
6、 Basic information of changing the implementation mode of raised investment projects
The original investment plan of the company for the raised project "15 million compressor pistons per year" (hereinafter referred to as "piston project") is 195 million yuan, and 180 million yuan is planned to be invested. 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 company's current market sales of piston compressors, the above production capacity can meet the company's current and future piston compressor production capacity and market demand. At the same time, considering the company's current capital situation, it is not necessary to continuously invest its own funds to realize the self-production scale of 15 million compressor pistons at this stage. 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、 Basic information of temporarily replenishing working capital with some idle raised funds
In view of the long construction period of the raised investment project "Central Research Institute Project", the payment method of the project funds is subsection expenditure, which makes some raised funds idle. In order to improve the use efficiency of funds, reasonably reduce financial expenses and meet the working capital needs of the company. On the premise of ensuring the construction fund demand of the raised investment project, the company plans to use the idle raised funds of no more than 23 million yuan to temporarily supplement the working capital. The service life shall not exceed 12 months from the date when the board of directors deliberates and returns the initial temporary replenishment funds on schedule. Before the expiration, it will be returned to the special account of the raised funds, which will not affect the normal progress of the raised investment project.
8、 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 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 have a material adverse impact on the normal operation of the company.
(IV) the impact of using some idle raised funds to supplement working capital on the company
The company plans to use 23 million yuan of idle raised funds to temporarily supplement the working capital. According to the calculation of the typical interest rate of the company's one-year bank loan, it is expected to save up to 1.005 million yuan of financial expenses for the company.
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. Upon the expiration of the period when the idle raised funds are temporarily used to supplement working capital, 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.
9、 Procedure for performance
The above matters have been deliberated and approved at the 37th meeting of the 5th board of directors and the 23rd Meeting of the 5th board of supervisors, and the independent directors have expressed clear consent. After the implementation of the raised investment projects, the matters of permanently supplementing the working capital with the surplus raised funds and changing the implementation mode of individual raised investment projects need to be submitted to the general meeting of shareholders of the company for deliberation.
10、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
This time, the company plans to permanently supplement the working capital with the surplus raised funds after the implementation of the raised investment project, use the surplus raised funds for the implementation of new projects, change the implementation mode of the raised investment project and use some idle raised funds to temporarily supplement the working capital after the implementation of the raised investment project, which has been deliberated and approved by the board of directors and the board of supervisors of the company, Independent directors have expressed clear consent, and some matters need to be submitted to the general meeting of shareholders for deliberation; The above matters comply with the guidelines for the supervision of listed companies No. 2 - funds raised by listed companies
