Aotecar New Energy Technology Co.Ltd(002239) independent director of the company
To the 37th meeting of the 5th board of directors
Independent opinions on relevant matters
As an independent director of Aotecar New Energy Technology Co.Ltd(002239) (hereinafter referred to as Aotecar New Energy Technology Co.Ltd(002239) or the company), In accordance with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, 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, the articles of association and other relevant provisions, after careful After careful study, the independent opinions on relevant matters of the 37th meeting of the Fifth Board of directors are as follows:
1、 It is agreed to permanently supplement and verify the surplus raised funds after the implementation of individual raised investment projects, We believe that the company will permanently supplement the working capital with the surplus raised capital of 382975 million yuan after the construction and implementation of the raised investment project “new energy vehicle heat pump air conditioning system project” (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 deposit account on the day of fund transfer out), It is a prudent decision made according to the construction of the raised investment project and the actual operation of the company, which will help to improve the use efficiency of raised funds, reduce financial expenses, improve the operating efficiency of the company, and maximize the interests of the company and shareholders. There is no change or disguised change in the investment direction of the raised funds, and there is no violation of the relevant provisions of the CSRC and Shenzhen Stock Exchange on the use of the raised funds of listed companies. Its decision-making procedures comply with the provisions of laws, regulations and normative documents such as 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.
Therefore, we agree to permanently supplement the working capital with the surplus raised funds after the implementation of the project after the company returns the initial temporary supplementary flow funds on schedule, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
2、 It is agreed to use the surplus raised funds for the implementation of new projects after the implementation of individual raised investment projects
After verification, we believe that the company will use the surplus raised fund of 1.8444 million yuan (excluding the balance of the project contract to be paid) after the completion of the construction and implementation of the fund-raising project ” Shanghai Pudong Development Bank Co.Ltd(600000) new energy vehicle electric compressor project” for the company’s new “1 million new energy vehicle electric compressor project”, It is a prudent decision made according to the construction of the raised investment project and the actual operation of the company, which is conducive to the implementation guarantee of the company’s subsequent new projects of the same type, helps to improve the competitiveness of the company’s main business, conforms to the interests of the company and meets the requirements of relevant laws and regulations on the use of surplus funds of raised investment projects.
Therefore, we agree to use the surplus funds raised after the implementation of the project for the new project “electric compressor project with an annual output of 1 million new energy vehicles”, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
3、 Agree to change the implementation method of individual raised investment projects
After verification, we believe that the original “annual output of 15 million compressor pistons project” requires a large amount of funds to fully reach production. When the raised funds are not as expected, the company needs to invest more self owned funds. According to the current market supply and demand situation, it is more in line with the long-term interests of the company to reasonably plan and make full use of the existing production capacity and concentrate its own funds on the production projects of new energy vehicle related products. Therefore, it is commercially reasonable and financially necessary to no longer invest its own funds to increase the production capacity of compressor piston to 15 million. The company changed the raised investment project “annual output of 15 million compressor pistons project” to “annual output of 3.6 million compressor pistons project”, confirmed that the project has been completed, and used the project surplus fund of 1.1243 million yuan (excluding the project contract balance to be paid) to permanently supplement the working capital. In this change of the implementation method of the raised investment project, there is no change or disguised change in the investment direction of the raised funds, no violation of relevant rules and no damage to the interests of the company and shareholders.
Therefore, we agree to change the raised investment project “annual output of 15 million compressor pistons project” to “annual output of 3.6 million compressor pistons project”, confirm that the project has been completed, and the project surplus fund of 1.1243 million yuan (excluding the balance of the project contract to be paid) is used to permanently supplement the working capital, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
4、 It is agreed that the company will use some idle raised funds to supplement working capital temporarily
After verification, we believe that the company’s temporary replenishment of working capital with idle raised funds of no more than 23 million yuan for the “Central Research Institute Project” is a prudent decision made according to the use of raised funds of the raised project and the actual operation of the company, which will help to improve the use efficiency of raised funds and reduce financial expenses, And it will not affect the normal construction progress of relevant raised investment projects, there is no change or disguised change in the investment direction of raised funds, no violation of relevant rules, and no damage to the interests of the company and shareholders.
Therefore, we agree that the company will use the idle raised funds of the “Central Research Institute Project” not more than 23 million yuan to temporarily supplement the working capital. In view of the fact that the company still has the raised funds to temporarily supplement the working capital, the service life of the temporary replenishment funds should be no more than 12 months from the date when the company returns the initial temporary replenishment funds on schedule.
5、 Agree to provide performance guarantee for the wholly-owned subsidiary Nanjing Aotecar New Energy Technology Co.Ltd(002239) New Energy Technology Co., Ltd. engaged in the business of relevant customers
We believe that providing a performance guarantee of RMB 100 million for Nanjing Aotecar New Energy Technology Co.Ltd(002239) New Energy Technology Co., Ltd., a wholly-owned subsidiary of the company, is conducive to business development and in the interests of the company. These guarantees are not guarantees for the actual debts of the company, but only performance guarantees for potential compensation, compensation and other obligations that may arise during the performance of supply contracts with customers, and will not actually increase the debt level and ratio of the company.
Therefore, we agree to this guarantee.
Independent director: Guo ye, Xu Zhiyong, Feng Ke February 28, 2022
