Guoyuan Securities Company Limited(000728)
About Anhui Ankai Automobile Co.Ltd(000868)
Special verification opinions on the deposit and use of raised funds in 2021
Guoyuan Securities Company Limited(000728) (hereinafter referred to as ” Guoyuan Securities Company Limited(000728) ” or “sponsor”) as a sponsor of Anhui Ankai Automobile Co.Ltd(000868) (hereinafter referred to as ” Anhui Ankai Automobile Co.Ltd(000868) ” or “company”) for continuous supervision of non-public offering of shares, in accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing sponsor business, the stock listing rules of Shenzhen Stock Exchange and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, Checked the deposit and use of raised funds in Anhui Ankai Automobile Co.Ltd(000868) 2021, and issued the following verification opinions:
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
With the approval of zjxk [2018] No. 245 document of China Securities Regulatory Commission, the company issued 37763565 RMB common shares to specific investors in July 2018, with an issue price of RMB 5.16 per share and a total raised capital of RMB 19486000. According to relevant regulations, after deducting the issuance cost of RMB 11275400 (excluding input tax), the actual net raised capital was RMB 183584600. The raised funds have been in place in June 2018.
The above funds have been verified by Huapu Tianjian Certified Public Accountants (special general partnership) (now renamed Rongcheng Certified Public Accountants (special general partnership)) hyz [2018] No. 5156 capital verification report. The company has adopted special account storage management for the raised funds.
(II) use and balance of raised funds
1. Use of raised funds in previous years
In 2018, the use of the company’s raised funds was as follows: (1) before the above-mentioned raised funds were in place, as of July 25, 2018, the company had invested 560525 million yuan in the projects with raised funds. After the raised funds were in place, the company replaced 560525 million yuan of self raised funds invested in the projects with raised funds in advance; (2) 2.6216 million yuan was directly invested in the project with raised funds. In 2018, the company used a total of 586741 million yuan of raised funds. After deducting the accumulated used raised funds, the balance of raised funds should be 1249105 million yuan. After deducting the temporary supplement of working capital of 40 million yuan with raised funds and the increase of the balance of raised funds by deducting the net handling fee from the interest income of the special account for raised funds, as of December 31, 2018, The balance of the special account for raised funds on December 31, 2018 was 854323 million yuan (including unpaid issuance expenses).
In 2019, the use of the company’s raised funds is as follows: the use of the company’s raised funds is as follows: (1) the company replaces the self raised funds of 5.8548 million yuan invested in the investment projects with raised funds in advance; (2) The investment project directly invested in the raised funds was 106883 million yuan. (3) The net increase of working capital temporarily supplemented by raised funds was 10 million yuan; (4) The company paid 180000 yuan of outstanding issuance expenses in the early stage; As of December 31, 2019, the balance of the special account for raised funds was 595977 million yuan (including interest income).
In 2020, the use of the company’s raised funds was as follows: (1) 21.31 million yuan was directly invested in the projects invested by the raised funds. (2) The net return of working capital temporarily supplemented by raised funds is 5 million yuan; As of December 31, 2020, the balance of the special account for raised funds was 434731 million yuan (including interest income).
2. Amount used and balance in the current year
In 2021, the use of the company’s raised funds was as follows: (1) 233521 million yuan was directly invested in the projects invested by the raised funds. (2) The net return of working capital temporarily supplemented by raised funds is 10 million yuan; As of December 31, 2021, the balance of the special account for raised funds was 302413 million yuan (including interest income).
2、 Deposit and management of raised funds
In accordance with relevant laws and regulations and the measures for the administration of raised funds of listed companies of Shenzhen Stock Exchange, and following the principles of standardization, safety, efficiency and transparency, the company has formulated the measures for the administration of raised funds, which has made clear provisions on the storage, approval, use, management and supervision of raised funds, so as to ensure the standardized use of raised funds in the system.
On July 25, 2018, the company and China Construction Bank Corporation(601939) Hefei Luyang sub branch (hereinafter referred to as ” China Construction Bank Corporation(601939) Hefei Luyang sub branch”) and Guoyuan Securities Company Limited(000728) (hereinafter referred to as ” Guoyuan Securities Company Limited(000728) “) signed the tripartite supervision agreement on raised funds, and opened a special account for raised funds (account number: 34050146860800 Bosun Co.Ltd(002282) ) in China Construction Bank Corporation(601939) Hefei Luyang sub branch. There is no significant difference between the tripartite regulatory agreement and the model tripartite regulatory agreement of Shenzhen Stock Exchange, and there is no problem in the performance of the tripartite regulatory agreement.
As of December 31, 2021, the storage of raised funds is as follows:
Unit: RMB
Bank name bank account balance
China Construction Bank Corporation(601939) 34050146860800 Bosun Co.Ltd(002282) 30,24134029
Total – 3024134029
3、 Actual use of raised funds in 2021
As of December 31, 2021, the raised funds actually invested by the company in relevant projects totaled RMB 1198793 million, and the idle raised funds temporarily supplemented the working capital of RMB 35 million. See attached table 1 for the investment and benefits of each project.
4、 Change the use of funds for investment projects with raised funds
The investment projects of the company’s raised funds in 2021 have not been changed or transferred.
5、 Problems in the use and disclosure of raised funds
The company uses the raised funds in accordance with the provisions and requirements of relevant laws, regulations and normative documents, and timely discloses the use of the raised funds. There are no violations in the use and management of the raised funds.
6、 Assurance opinions of Accountants on the special report on the annual storage and use of raised funds
Rongcheng Certified Public Accountants (special general partnership) conducted a special audit on Anhui Ankai Automobile Co.Ltd(000868) the special report on the deposit and use of raised funds in 2021 and issued the assurance report on the annual deposit and use of raised funds (Rongcheng zhuanzi [2022] No. 230z0818). According to the report, the special report on the annual deposit and use of raised funds prepared by Anhui Ankai Automobile Co.Ltd(000868) management complies with the provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2012] No. 44), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and relevant format guidelines, It truthfully reflects the actual deposit and use of the raised funds in Anhui Ankai Automobile Co.Ltd(000868) 2021 in all major aspects.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the use and management of the raised funds in Anhui Ankai Automobile Co.Ltd(000868) 2021 are standardized, and the relevant information disclosure obligations have been fulfilled. The sponsor has no objection to the use of the raised funds in 2021 disclosed by the Anhui Ankai Automobile Co.Ltd(000868) board of directors.
8、 Other information about the use of raised funds
As one of the proposed subscribers of the non-public offering did not participate in the subscription, the raised funds did not reach the scale of the originally planned raised funds, and the fund gap of the raised investment project was large. At the same time, due to the fierce competition in the automotive industry, the company’s own operation and development also faced great challenges and pressure, and the capital pressure was large. Therefore, the company considered the whole and in order to improve the efficiency of capital utilization, According to the actual situation such as the priority of capital demand, the construction progress of raised investment projects is properly regulated. Therefore, the actual progress of “medium and high-grade public and commercial vehicle project”, “product verification ability improvement project” and “digital management system capacity construction project” is delayed compared with the original plan. In addition, since the funds raised this time did not reach the scale of the originally planned funds raised, the company appropriately reduced the investment scale of the project invested this time. This matter was deliberated and approved at the 25th meeting of the seventh board of directors held on March 27, 2019 and the second extraordinary general meeting of shareholders held on April 12, 2019.
Schedule 1: Schedule 1:
Comparison table of use of raised funds
Unit: 10000 yuan
Net proceeds 1835846 total proceeds 233521 invested in the year
Total amount of raised funds with changed purposes during the reporting period-
Accumulated total raised funds with changed purposes – the accumulated total raised funds of 1198793 invested
Proportion of total raised funds with accumulative change of purpose-
Whether the committed investment projects and over raised funds have been changed, and whether the investment of the raised funds after adjustment has been accumulated by the end of the period. Whether the investment projects have reached the expected value by the end of the period, and whether the actual investment of the current year has reached the project feasibility fund (including the total amount of investment (1) amount and the progress of investment amount (%) (3) Current benefit of available status (whether there is a re division change in the estimated benefit) (2) = (2) / (1) major change in the period
Committed investment projects
Medium and high-grade business vehicle project no 34 Beijing Capital Eco-Environment Protection Group Co.Ltd(600008) 3401406.02231955 27.81 —— no
Product verification capability improvement project no 10544005160786.13348603 67.56 – no
Whether the capability of digital management system is built 344 Yihua Healthcare Co.Ltd(000150) 0143.06118235 78.82 —— no
Design project
Repayment of bank loan no 500000 – 500000 100.00 – no
Total – 53584002 Shenzhen Universe (Group) Co.Ltd(000023) 35211198793——————————
It is not up to the planned schedule or expected that due to the fierce competition in the automotive industry, the company’s own operation and development is also facing great challenges and pressure, and the capital pressure is great. Therefore, the company considers it as a whole, In order to improve the situation and reasons of capital gains (the utilization efficiency of funds, and properly regulate the construction progress of raised investment projects according to the actual situation such as the priority of capital demand, etc.), therefore, the actual progress of “medium-sized and high-end business vehicle project”, “product verification specific project) capacity improvement project” and “digital management system capacity construction project” is delayed compared with the original plan.
Major changes in the feasibility of the project indicate that the amount, purpose and use progress of the over raised funds have not been changed, the implementation place of the raised funds investment project has not been changed, and the implementation method of the raised funds investment project has not been adjusted
On September 17, 2018, the company held the 20th meeting of the seventh board of directors, deliberated and approved the proposal on replacing the early investment with the raised funds, and agreed to use the raised funds to replace the self raised funds of the investment projects invested with the raised funds in advance, with a total amount of 560525 million yuan. Huajian Tianpu accountant affairs
