China International Capital Corporation Limited(601995)
Verification opinions on Anker Innovations Technology Co.Ltd(300866) adjusting some raised investment projects and using over raised funds to increase the investment amount 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 the gem, in accordance with the measures for the Administration of securities issuance and listing sponsor business and the rules for the listing of shares on the gem of Shenzhen Stock Exchange Relevant provisions, such as Shenzhen Stock Exchange Guidelines on self discipline supervision of listed companies No. 2 – standardized operation of companies listed on GEM, guidelines on supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), The company has carefully and prudently verified the adjustment of some raised investment projects and the use of over raised funds to increase the investment amount 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:
No. investment amount of raised funds investment project investment amount of 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, 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 submitted 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 to consider and approve the proposal.
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.
The net amount of funds actually raised by the company’s initial public offering was RMB 2574185300, and the total amount of over raised funds was RMB 1175351000. After deducting the above issuance expenses, 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
(I) original 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%.
(II) 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. At the same time, 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
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、 The impact of this adjustment of some raised investment projects and the use of over raised funds to increase investment on the company
The company’s use of over raised funds to increase investment in the upgrading project of Shenzhen product technology R & D center and appropriately adjust the project investment content is a reasonable adjustment made according to the actual situation of the company’s fund-raising project construction, and carried out around the company’s main business, which is in line with relevant national industrial policies and the company’s overall strategic development direction in the future, and is conducive to improving the company’s comprehensive competitive strength, It plays a positive role in the company’s future development strategy. This adjustment and increase in investment amount will not have an adverse impact on the implementation of the project, investment income and the company’s financial and operating conditions, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders, especially the interests of minority shareholders.
The company will strictly abide by the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies 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 company’s raised funds management system and other relevant provisions strengthen the internal and external supervision over the use of raised funds and over raised funds, ensure the legal and effective use of raised funds, and maximize the interests of the company and all shareholders. 5、 Matters for authorization
The board of directors of the company will request the general meeting of shareholders to authorize the chairman and management of the company to go through the filing, environmental assessment and other procedures related to the change of the raised investment project, and sign the agreement related to the implementation of the raised investment project. The validity period of authorization is from the date of deliberation and approval by the general meeting of shareholders of the company to the date of completion of the above raised investment projects. 6、 Relevant review and approval procedures
On February 25, 2022, the company held the 27th meeting of the second board of directors and the 20th meeting of the second board of supervisors, deliberated and approved the proposal on adjusting some raised investment projects and increasing the investment amount of some raised investment projects by using over raised funds, and agreed to adjust some raised investment projects and increase the investment amount of some raised investment projects by using over raised funds of 364546 million yuan. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
1. Opinions of the board of directors
The company will adjust some raised investment projects and increase the investment amount of some raised investment projects with over raised funds this time, which will help to optimize the company’s resource allocation, enhance the company’s comprehensive competitive strength, 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 some raised investment projects and use over raised funds to increase the investment amount of some raised investment projects, and submitted them to the general meeting of shareholders of the company for deliberation.
2. Opinions of the board of supervisors
The company’s adjustment of some raised investment projects and the use of over raised funds to increase the investment amount of some raised investment projects are prudent decisions made according to the actual progress of the raised investment projects, which plays a positive role in the company’s future development strategy. There is no change or disguised change in the investment direction of raised funds and other situations damaging the interests of shareholders, and the approval procedures comply with relevant laws Regulations and normative documents. Therefore, we agree to the company’s proposal to adjust some raised investment projects and use over raised funds to increase the investment amount of some raised investment projects.
3. Opinions of independent directors
After review, the independent directors believe that the company’s adjustment of some raised investment projects and the use of over raised funds to increase the investment amount of some raised investment projects will not conflict with the implementation plan of the raised investment projects, nor will it affect the normal progress of the raised investment projects, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders. The company will increase the investment amount of some raised investment projects with over raised funds, which will be conducive to optimizing the company’s resource allocation and improving the company’s comprehensive competitive strength, which is in line with the needs of safeguarding the interests of the company and all shareholders. The deliberation procedures of this matter comply with relevant laws and regulations, such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, listed company regulatory guidelines No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022).
Therefore, we agree that the company will adjust some raised investment projects and use over raised funds to increase the investment amount of some raised investment projects, and agree to submit the proposal to the general meeting of shareholders for deliberation. 6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Anker Innovations Technology Co.Ltd(300866) there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders in the adjustment of some raised investment projects and the use of over raised funds to increase the investment amount of some raised investment projects; The increased investment in the investment projects with raised funds will not have an adverse impact on the normal operation of the company, which is in line with the long-term development plan of the company and plays a positive role in the future development strategy of the company. There is no damage to the interests of investors and in line with the interests of all shareholders. The matter 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 the company. The independent directors have expressed their consent. The decision-making process complies with the provisions of relevant laws, regulations and normative documents. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation. In conclusion, the recommendation institution has no objection to the company’s adjustment of some raised investment projects and the use of over raised funds to increase the investment amount of some raised investment projects.
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Sponsor representative:
Zhao Huan, pan Zhibing
