China International Capital Corporation Limited(601995)
Verification opinions on Anker Innovations Technology Co.Ltd(300866) adjusting the fund use plan and implementation progress of some raised investment projects
China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " or "sponsor") as a sponsor of Anker Innovations Technology Co.Ltd(300866) (hereinafter referred to as " Anker Innovations Technology Co.Ltd(300866) " or "company") for initial public offering of shares and listing on GEM, in accordance with the measures for the Administration of securities issuance and listing sponsor business Relevant provisions such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the guidelines for standardized operation of companies listed on gem of Shenzhen Stock Exchange, the guidelines for supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), etc, The company has carefully and prudently verified the adjustment of fund use plan and implementation progress of some raised investment projects. The verification results are as follows: I. 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 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
Proposed to raise the amount invested up to 2021 serial number project name investment amount proportion of capital investment as of December 31
Investment amount
1 Shenzhen product technology R & D 461411546141152270971 49.22% center upgrading project
2 Changsha Software R & D and production test center project
Changsha headquarters operation management
3 center construction and upgrading items 19415501941550764048 39.35% items
4. Supplementary working capital project 40 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 0 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 000000 100.00%
Total 141461088118617 57.39%
Note: the above data has not been audited, and the actual audited data of the subsequent company shall prevail, the same below. 3、 Reasons and conditions for adjusting the fund use plan of raised investment projects this time
(I) reasons and conditions for adjusting the fund use plan of "Changsha Software R & D and product testing center project" (hereinafter referred to as "Changsha R & D Product Center Project")
"Changsha R & D Product Center Project" is an investment project funded by the company's initial public offering of shares. The total investment of the project is 3590443 million yuan. As of December 31, 2021, 1083598 million yuan of raised funds (Unaudited) have been invested, and the investment progress has been 30.18%. The slow investment progress is mainly due to the slow progress of the company's real estate purchase in Changsha, As a result, the use of real estate purchase costs, decoration costs and equipment costs lags behind, and the company will speed up the progress of capital investment in the future. Now, due to the increase in the number of R & D and product personnel in Changsha, the investment in relevant office facilities has increased accordingly. Therefore, it is applied to adjust the initial reserve fund of the project to the investment amount of office facilities.
To sum up, the adjustment details of the project use plan of Changsha R & D Product Center are as follows:
No. investment amount before investment item adjustment investment amount after adjustment
(10000 yuan) (10000 yuan) (10000 yuan)
1. Purchase cost of real estate 457500457500-
2 office facilities 453.43190797145454
3. Decoration cost 320.25-
4. Personnel cost 15200001520000-
5 research and development of testing equipment 854220854220-
6 informatization software and equipment 535900535900-
No. investment amount before investment item adjustment investment amount after adjustment
(10000 yuan) (10000 yuan) (10000 yuan)
7. Reserve fund 145454145454
The total investment of the project is 3590443-
(II) reasons and conditions for adjusting the fund use plan of "Changsha headquarters operation management center construction and upgrading project" (hereinafter referred to as "Changsha headquarters project")
"Changsha headquarters project" is an investment project funded by the company's initial public offering of shares. The total investment of the project is 194155000 yuan. As of December 31, 2021, 764048 million yuan of raised funds (Unaudited) have been invested, and the investment progress is 39.35%.
The reason for the slow progress of investment is that since the covid-19 epidemic, the promotion of raised investment projects has been delayed due to the impact of macroeconomic changes and resumption progress. Now, due to the increase in the number of operation and management personnel of the company's Changsha regional headquarters, the corresponding personnel cost increases, the internal office space of the company is adjusted, and combined with the existing office area of the company, the project does not need to purchase additional real estate temporarily. Therefore, it is applied to adjust the real estate purchase cost and reserve fund to the personnel cost investment amount.
To sum up, the adjustment details of the project use plan of Changsha headquarters are as follows:
No. investment amount before and after adjustment of investment project details (10000 yuan) (10000 yuan) (10000 yuan)
1. Purchase cost of real estate: 2975 Zhuhai Bojay Electronics Co.Ltd(002975) 00
2 office facilities 378.45 378.45-
3. Decoration cost 367.50-367.50
4. Personnel cost 376 Beijing Jingxi Culture&Tourism Co.Ltd(000802) 705426705
5 information system equipment and software 11010001101000-
6. Reserve fund 924.55 -- 924.55
The total investment of the project is 1941550-
4、 Reasons and conditions for adjusting the implementation progress of raised investment projects
In the process of implementing the raised investment projects, the use of raised funds such as real estate purchase investment, decoration expenses and equipment expenses lags behind due to the slow progress of real estate purchase of some projects; At the same time, the overall progress of vid-19 project is affected by the promotion of the epidemic situation and the overall progress of vid-19 project. Based on the principle of prudence and in combination with the actual progress of the current raised investment projects, the company adjusts the implementation progress of the following raised investment projects without changing the implementation subject, implementation location and purpose of the raised funds:
Project name investment completion time before adjustment investment completion time after adjustment
Upgrading project of Shenzhen product technology R & D center August 31, 2022 December 31, 2022
Changsha Software R & D and product testing center project August 31, 2022 June 30, 2023
Construction and upgrading project of Changsha headquarters operation management center August 31, 2022 December 31, 2022 project V, review procedures and special opinions
1. Opinions of the board of directors
The adjustment of the fund use plan and implementation progress of some raised investment projects will help to optimize the company's resource allocation, improve the implementation efficiency of raised investment projects, play a positive role in the company's future development strategy, meet the needs of safeguarding the interests of the company and all shareholders. The board of directors of the company agreed to adjust the fund use plan and implementation progress of some raised investment projects.
2. Opinions of the board of supervisors
The adjustment of the fund use plan and implementation progress of some raised investment projects by the company this time is a decision made based on the principle of prudence by integrating the actual progress of the company's current raised investment projects, which is conducive to improving the implementation efficiency of the company's raised investment projects. There is no change in the implementation subject, place and purpose of raised funds of the raised investment projects, and the approval procedures comply with relevant laws Regulations and normative documents. Therefore, we agree to the proposal of the company to adjust the fund use plan and implementation progress of some raised investment projects.
3. Opinions of independent directors
After review, the independent directors believe that the company's adjustment of the fund use plan and implementation progress of some raised investment projects will not conflict with the implementation purpose of the raised investment projects, nor affect the normal progress of the raised investment projects, and there is no situation of changing the investment direction of the raised funds and damaging the interests of shareholders in a disguised manner. The company's adjustment of the fund use plan and implementation progress of some raised investment projects this time will help to optimize the company's resource allocation, improve the overall utilization efficiency of raised funds, and meet the needs of safeguarding the interests of the company and all shareholders. The review procedures for the adjustment of the fund use plan and implementation progress of some raised investment projects of the company comply with relevant laws and regulations, such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the guidelines for supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022).
Therefore, we agree that the company will adjust the fund use plan and implementation progress of some raised investment projects this time.
After verification, the sponsor believes that: Anker Innovations Technology Co.Ltd(300866) this adjustment of the fund use plan and implementation progress of some raised investment projects has been deliberated and adopted at the 27th meeting of the second board of directors and the 20th meeting of the second board of supervisors. At the same time, the independent directors of the company have expressed clear consent and fulfilled the necessary legal procedures. The sponsor has no objection to the plan of Anker Innovations Technology Co.Ltd(300866) this time to adjust the fund use plan and implementation progress of some raised investment projects, which can be implemented only after information disclosure.
In conclusion, the sponsor has no objection to the company's adjustment of the fund use plan and implementation progress of some raised investment projects this time.
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Sponsor representative:
Zhao Huan, pan Zhibing
China International Capital Corporation Limited(601995)
