About Aoshikang Technology Co.Ltd(002913)
Verification opinions on the closing of investment projects with funds raised from initial public offering and permanent replenishment of working capital with surplus funds raised
Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) ” sponsor “) is the sponsor of initial public offering and listing of Aoshikang Technology Co.Ltd(002913) (hereinafter referred to as” Aoshikang Technology Co.Ltd(002913) “company”), In accordance with the measures for the administration of securities issuance and listing recommendation business, 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 regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), and other relevant provisions, Carefully and prudently checked the closing of the company’s investment projects with raised funds and the permanent supplement of the surplus raised funds to the working capital. The details are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Aoshikang Technology Co.Ltd(002913) initial public offering of shares (zjxk [2017] No. 1990) of China Securities Regulatory Commission, the company publicly issued 3601300000 RMB ordinary shares (A shares) to the public at the Shenzhen Stock Exchange in November 2017, with an issue price of 30.38 yuan / share, and the total amount of raised funds was 109407494000 yuan, after deducting the recommendation and underwriting expenses of 5670374700 yuan, The balance is 103737119300 yuan. In addition, after deducting 1023599244 yuan of intermediary fees and other issuance expenses, the net amount of funds actually raised is 102713520056 yuan.
The arrival time of the raised funds is November 28, 2017. The availability of the raised funds has been verified by Tianzhi International Certified Public Accountants (special general partnership), and the capital verification report of Tian Ye Zi [2017] No. 18334 was issued on November 28, 2017.
2、 Investment projects with raised funds
According to the prospectus for Aoshikang Technology Co.Ltd(002913) initial public offering of shares and the previous adjustments of the investment projects of raised funds, the investment projects of the company’s raised funds are as follows:
Unit: 10000 yuan
No. project name investment amount to be invested in the implementation unit of raised funds
Precision printing with an annual output of 1.2 million square meters high
1 circuit board construction project (hereinafter referred to as “high 84353116062953 Aoshikang Technology Co.Ltd(002913) precision board project”)
Construction project of Aoshikang Technology Co.Ltd(002913) , Xi 2 circuit board with an annual output of 800000 square meters of automotive electronic printing (hereinafter referred to as “42083994208399 compact circuit board project”)
Total 1264371010271352
3、 The closing and capital savings of the investment projects with the raised funds
The “high precision board project” invested by the company’s raised funds has reached the predetermined usable state as a whole. As of March 31, 2022, in addition to the balance of some equipment to be paid, the specific use and savings of the investment projects of the raised funds are as follows:
Unit: 10000 yuan
Project Name: proposed investment to raise the invested amount of equipment to be paid balance raised fund No. fund amount balance amount
1. Construction project of precision 60629535382004379779301170 dense printed circuit board with an annual output of 1.2 million square meters
Note: the remaining amount of raised funds does not include the bank interest income that has not been received and the equipment balance that has not been paid. The amount finally transferred into the company’s own fund account shall be subject to the balance of the special account on the day of fund transfer out.
4、 The main reasons for the fund savings of the project invested by the raised funds and the use plan
(I) main reasons for savings of investment projects with raised funds
1. During the implementation of the project invested by the raised funds, the company abides by the relevant provisions on the use of the raised funds. Starting from the actual situation of the project and without affecting the smooth implementation and completion of the project invested by the raised funds, based on the principles of rationality, economy and effectiveness, the company uses the raised funds prudently, strengthens the cost control, supervision and management of all links, and reasonably saves the project construction costs.
2. In order to improve the use efficiency of the raised funds, on the premise of ensuring that the construction of the investment projects and the safety of the raised funds are not affected, the company uses some temporarily idle raised funds for cash management to obtain a certain investment income. At the same time, a certain deposit interest income is also generated during the deposit period of the raised funds.
3. Due to the long payment period of the outstanding equipment balance payment, some funds have not been paid.
(II) use plan of surplus raised funds
In view of the fact that the company’s investment project with raised funds, “construction project of precision printed circuit board with an annual output of 1.2 million square meters” has reached the expected usable state, the company plans to close the above investment project with raised funds. The balance of the company’s raised funds (including the interest of RMB 2315800 yuan) shall be used to supplement the daily operation efficiency, and the actual amount of the company’s raised funds on the day of raising funds shall be used to improve the company’s operating efficiency.
After the surplus raised funds are transferred out, the company will go through the account cancellation procedures and cancel the relevant raised funds account, and the supervision agreement on the special raised funds account signed by the company for the storage of the raised funds related to the project will be terminated accordingly.
5、 Relevant approval procedures and special opinions
(I) relevant review procedures
On April 19, 2022, the company held the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors, deliberated and adopted the proposal on closing projects invested by raising funds and permanently supplementing the surplus raised funds with working capital, It is agreed that the company will conclude the investment project of “construction project of precision printed circuit board with an annual output of 1.2 million square meters” raised by initial public offering, and use the surplus raised funds to permanently supplement the working capital of the company.
The above proposals need to be submitted to the general meeting of shareholders for deliberation.
(III) deliberation of the board of supervisors
After review, the board of supervisors believes that the company’s completion of the fund-raising project “construction project of precision printed circuit board with an annual output of 1.2 million square meters” complies with the relevant provisions of laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which is conducive to improving the use efficiency of the raised funds and does not harm the interests of shareholders, especially small and medium-sized shareholders; The procedure complies with relevant regulations. The board of supervisors agrees to the closing of the investment project with the raised funds and permanently supplement the surplus raised funds with working capital.
(II) opinions of independent directors
After verification, we believe that the company’s closing of the investment project “construction project of precision printed circuit board with an annual output of 1.2 million square meters” and permanent replenishment of working capital with the surplus raised capital is a prudent decision made according to the construction of the investment project with raised capital and the actual operation of the company, which will help to improve the use efficiency of raised capital, reduce financial expenses and improve the operation efficiency of the company, It is conducive to maximizing 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. The decision-making procedures of listed companies listed on the main board of Shenzhen Stock Exchange comply with the provisions of laws and regulations No. 1. Therefore, we agree to conclude the company’s fund-raising investment project “construction project of precision printed circuit board with an annual output of 1.2 million square meters”, permanently supplement the working capital with the surplus fund-raising, and agree to submit relevant proposals to the general meeting of shareholders for deliberation.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s initial public offering of shares to raise funds for the investment project “construction project of precision printed circuit board with an annual output of 1.2 million square meters” and the permanent replenishment of working capital with the surplus raised funds have been deliberated and approved by the board of directors of the company, the board of supervisors and independent directors of the company have issued clear consent opinions, fulfilled the necessary decision-making procedures, and met the requirements of relevant laws, regulations and normative documents. The use of the surplus raised funds to permanently supplement the working capital will help to improve the use efficiency of the raised funds, which is in line with the interests of all shareholders of the company, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
In conclusion, the sponsor has no objection to the company’s plan to conclude the investment project of the funds raised from the initial public offering “the construction project of precision printed circuit board with an annual output of 1.2 million square meters” and use the surplus raised funds to permanently supplement the working capital.
(no text below)
(signature page of the verification opinions on the closing of investment projects with raised funds from shares of the development bank and permanent replenishment of surplus raised funds to working capital) sponsor representative:
Zhang Yuanhang Yu Yang
Guosen Securities Co.Ltd(002736) MM DD YY
