Securities Announcement No.: 3006 Toread Holdings Group Co.Ltd(300005)
On adjusting some raised investment projects and using over raised funds to increase some raised investment projects
Announcement of investment amount
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
Raised investment projects to increase investment: upgrading project of Shenzhen product technology R & D center.
It is proposed to increase the investment amount and source of funds: the original planned investment amount of "upgrading project of Shenzhen product technology R & D center" is RMB 461411500, and now it is proposed to increase the total investment amount to RMB 825957500. The capital source of this increased investment is 364546 million yuan of over raised capital (including interest income).
The use of over raised funds to increase investment in the "upgrading project of Shenzhen product technology R & D center" has been deliberated and approved at the 27th meeting of the second board of directors and the 20th meeting of the second board of supervisors of Anker Innovations Technology Co.Ltd(300866) (hereinafter referred to as "the company" or " Anker Innovations Technology Co.Ltd(300866) "), and needs to be submitted to the general meeting of shareholders of the company for deliberation.
The investment project does not constitute related party transactions or major asset restructuring.
1、 Basic information of raised funds
With the approval of registration of Anker Innovations Technology Co.Ltd(300866) initial public offering issued by China Securities Regulatory Commission (zjxk [2020] No. 1592), the company publicly issued 41 million RMB ordinary shares (A shares) to the public, with an issue price of 66.32 yuan per share and a total raised capital of 271912 million yuan, After deducting the total issuance expenses (excluding value-added tax) of RMB 14493465595, the net funds raised amounted to RMB 2574185300, of which the over raised funds were RMB 117535100. The above funds were in place on August 13, 2020, verified by Tianjian Certified Public Accountants (special general partnership) and issued the capital verification report of "tianjianyan [2020] No. 7-88".
The company has stored the raised funds in a special account and signed the tripartite supervision agreement on raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Investment projects with raised funds
According to the fund-raising investment projects disclosed in the prospectus of Anker Innovations Technology Co.Ltd(300866) initial public offering and listing on GEM, the funds raised by the company's initial public offering will be invested in the following projects after deducting the issuance expenses:
Unit: 10000 yuan
No. project name investment amount to be invested with raised funds
1. Upgrading project of Shenzhen product technology R & D center 46141154614115
2 Changsha Software R & D and product testing center project 35904433590443
3. Construction and upgrading project of Changsha headquarters operation management center 19415501941550
4. Supplementary working capital project 40 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 000000
Total 14146107
On September 24, 2020, the company held the 13th meeting of the second board of directors and the 9th meeting of the second board of supervisors, deliberated and approved the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed to use the over raised funds of 350 million yuan (accounting for 29.78% of the total over raised funds) to permanently supplement the working capital, And submit the proposal to the general meeting of shareholders for deliberation. On October 12, 2020, the company held the third extraordinary general meeting of shareholders in 2020 and deliberated and adopted the proposal. For details, please refer to the announcement on using some over raised funds to permanently supplement working capital (Announcement No.: 2020013) disclosed by the company on cninfo.com on September 25, 2020.
On February 19, 2021, the company held the 17th meeting of the second board of directors and the 13th meeting of the second board of supervisors, deliberated and adopted the proposal on using some over raised funds to build new investment projects with raised funds, It is agreed that the company will use the over raised funds of 480 million yuan (accounting for 40.84% of the total over raised funds) to build a new raised funds investment project "global marketing service and brand matrix construction project", and the construction period of the project is two years (subject to the actual construction situation). On March 9, 2021, the company held the second extraordinary general meeting of shareholders in 2021 and deliberated and adopted the proposal. For details, please refer to the announcement on using some over raised funds to build new investment projects with raised funds (Announcement No.: 2021012) disclosed by the company on cninfo.com on February 22, 2021.
The net amount of funds actually raised by the company's initial public offering was RMB 2574185300, of which the total amount of over raised funds was RMB 117535100. After deducting the issuance expenses, the above-mentioned investment projects of raised funds and the demand for permanent supplementary working capital, the balance of over raised funds was 364546 million yuan (including interest income) as of December 31, 2021.
3、 Reasons and conditions for adjusting some raised investment projects and increasing investment amount with over raised funds
1. Original raised investment project plan and investment
"Upgrading project of Shenzhen product technology R & D center" is an investment project funded by the company's initial public offering. The total investment of the project is 4614115 million yuan, and the planned construction period is 2 years. As of December 31, 2021, the company's "upgrading project of Shenzhen product technology R & D center" has invested 227097100 yuan, and the investment progress is 49.22%.
2. The reasons and conditions for adjusting the original raised investment projects and increasing investment this time
The project is a new project planned in 2018, and its investment scale and scheme are made according to the company's business scale, R & D planning, the number of R & D talents and the expected future development needs.
With the continuous expansion of the company's categories and the increase in the number of R & D personnel, the company's R & D scale continues to grow, and the scale of management and sales talents also continues to expand. The office space planned to be purchased by the original raised investment project has been difficult to meet the needs of the company. According to the company's existing strategic planning and business needs, combined with the progress of current fund-raising projects and the growth rate of talents, the company plans to expand the office space of the R & D center to meet the expansion needs of the company's R & D talents, and reserve sufficient R & D and office space for the continuous introduction of talents in the future. At the same time, as the real estate market price is generally higher than that in the original planning period, the total purchase investment increases accordingly. After careful research and analysis, the company plans to adjust the total investment of the above raised investment projects.
In addition, due to the expansion of the area of the office space to be purchased for the project, the demand for corresponding R & D equipment and office facilities increases. Therefore, it is applied to adjust the initial reserve fund and initial working capital of the project to the investment amount of office facilities and R & D equipment.
After adjustment, the total investment of the upgrading project of Shenzhen product technology R & D center was 8259575 million yuan, an increase of 364546 million yuan or 79.01% over the original planned investment. The source of funds was 364546 million yuan of over raised funds (including interest income). The specific items are adjusted as follows:
Unit: 10000 yuan
Sn investment details before adjustment investment amount before adjustment investment amount after adjustment adjustment
1. Purchase cost of real estate 144 Oceanwide Holdings Co.Ltd(000046) 602173220217
Sn investment details before adjustment investment amount before adjustment investment amount after adjustment adjustment
2 office facilities 311185530410219225
3. Decoration cost 344.00116523 821.23
4. Personnel cost 1734750-
5 R & D equipment 6553301217675562345
6. Reserve fund 208783208783
7. Initial working capital 229667 -- 229667
The total investment of the project is 461411582595753645460
4、 Feasibility analysis of using over raised funds to increase the investment amount of some raised investment projects this time
1. Support of national policies for the improvement of the overall R & D capacity of the consumer electronics industry
In recent years, supporting the consumer electronics industry and improving the R & D capacity of enterprises in the consumer electronics industry have been supported by national policies. Since 2015, the State Council has successively issued "made in China 2025" and "guidance on further expanding and upgrading information consumption and continuously releasing the potential of domestic demand", encouraging enterprises to pursue excellent quality, form famous brand products with independent intellectual property rights, continuously improve the brand value of enterprises and the overall image of made in China, and further expand and upgrade information consumption Continue to release development vitality and domestic demand potential. One of the key areas of work is the consumption of new information products, focusing on the development of new information products such as wearable devices and digital home products for consumption upgrading, as well as cutting-edge information products such as intelligent services Siasun Robot&Automation Co.Ltd(300024) and so on; In 2020, the Ministry of industry and information technology issued the notice of the general office of the Ministry of industry and information technology on further promoting the all-round development of the mobile Internet of things. One of the directions of case collection is to focus on the intelligent application of life in the fields of consumer electronics, smart home, wearable devices and so on. Further increasing investment in R & D technology in the consumer electronics industry is in line with relevant national industrial policies and the overall strategic development direction of the company in the future.
2. The location of the project has obvious regional advantages
The company chose to establish an R & D technology center in Shenzhen, which is mainly based on the strong regional innovation atmosphere, strong concentration of high-end talents, convenient transportation and logistics, complete industrial chain and other regional advantages, which can provide an effective guarantee for enterprises to stay at the forefront of the industry in R & D, design and management. The company's existing office space in Shenzhen is rented. With the increase of personnel, the corresponding rental area also increases, and the rental cost increases year by year. In the long run, based on the Dawan District of Guangdong, Hong Kong and Macao, appropriate fixed asset investment is conducive to the company's long-term implementation of the overall business plan, and can effectively control and reduce the operating cost while increasing the value of the company's assets.
3. The company has formed a good technical foundation and talent reserve
The company has always attached great importance to R & D investment, and has formed a good technical foundation and talent reserve. In terms of technical foundation, at present, the company's charging products, wireless audio products and other products have industry-class R & D capabilities and technical reserves in terms of hardware structure design and software supporting applications. In addition, the company actively develops intelligent hardware products and technologies, and continuously improves the functions and performance of intelligent hardware such as intelligent charging, smart home, smart audio, smart car and so on. The company's continuous investment in R & D has become an important factor for products to maintain market competitiveness, forming a good R & D and technical foundation.
In terms of talent reserve, the company has established an internal talent echelon management and development mechanism to select excellent talents and cultivate cohesive backbone employees and management talents through perfect internal training; At the same time, the company also widely absorbs high-end talents and leaders in the business process, laying a solid foundation for the company's core R & D ability and technical design, and providing a strong guarantee for the long-term good development of the company in product design, R & D, brand management and sales operation. By the end of 2019, 2020 and June 2021, the total number of employees of the company was 1540, 2144 and 3010 respectively, including 822, 1010 and 1277 R & D personnel respectively.
Based on a good technical foundation and talent reserve, the company can further expand R & D investment through fixed asset investment, based on the existing technical foundation, constantly accelerate the rate of technology and product innovation, accumulate and explore richer cutting-edge technology and product sales experience, consolidate the original foundation and core competitiveness of the healthy development of the company's business, and enhance the driving force of sustainable development.
4. The company has a deep market foundation and rich sales channels
The company attaches great importance to brand building and user experience, independently develops products, and relies on leading R & D technology, accurate market positioning and product quality
