Northeast Securities Co.Ltd(000686)
About Vanjee Technology Co.Ltd(300552)
The verification opinions Northeast Securities Co.Ltd(000686) (hereinafter referred to as " Northeast Securities Co.Ltd(000686) " or "recommendation institution") on adjusting the amount of raised funds and changing some investment projects of raised funds are used as the recommendation institution for Vanjee Technology Co.Ltd(300552) (hereinafter referred to as " Vanjee Technology Co.Ltd(300552) " or "company") to issue shares to specific objects in 2020, In accordance with the relevant provisions of laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, The Vanjee Technology Co.Ltd(300552) has carefully verified the proposed adjustment of the amount of raised funds and the change of some investment projects of raised funds, and issued the following verification opinions: I. Basic information of raised funds
According to the reply of China Securities Regulatory Commission on approving Vanjee Technology Co.Ltd(300552) to issue shares to specific objects for registration (CSRC license [2021] No. 178 approved and approved the company's application for registration of issuing shares to specific objects. The company issued 15232292 ordinary shares in RMB to 11 specific objects at an issue price of 26.26 yuan / share, and the total amount of funds raised was 39999987.92 yuan. After deducting the issuance fee of 8528301.72 yuan (excluding tax), the net amount of funds raised was 391471686.20 yuan.
On December 16, 2021, ShineWing Certified Public Accountants (special general partnership) issued the capital verification report (xyzh / 2021bjaa110957) to confirm that the above raised funds have arrived in the account. The company has deposited all the raised funds into the special account for raised funds management.
2、 The amount of raised funds is adjusted and some investment projects of raised funds are changed
1. Adjust the amount of raised funds
Since the net amount of funds actually raised by the company in issuing shares to specific objects this time is less than the amount of funds originally planned to be raised, in order to ensure the smooth implementation of investment projects with raised funds, in combination with the actual situation of the company, The total investment of the company's "auto driving vehicle low cost, compact laser radar and intelligent network equipment development and industrialization construction project" has been adjusted from 524 million 160 thousand yuan to 259 million 847 thousand and 600 yuan, and the amount of raised funds will be adjusted from 491 million 10 thousand yuan to 226 million 692 thousand and 100 yuan. The total investment of the raised investment project "intelligent transportation intelligent perception R & D center construction project" was adjusted from RMB 20884000 to RMB 164779600, and the amount of raised funds to be used was adjusted from RMB 20884000 to RMB 164779600.
2. Change some investment projects with raised funds
As the net amount of funds actually raised from the issuance of shares to specific objects is less than the amount of funds originally planned, and taking into account the relevant factors of the company's strategic planning, the company decided not to use the raised funds to invest in the "construction project of intelligent network research and development center" and the "construction project of intelligent network research and development center" will be invested and constructed with the company's own funds.
The use plan of raised funds after adjustment and change is as follows:
Unit: 10000 yuan
S / N: project investment before adjustment project investment after adjustment project after adjustment
The total amount of capital is raised funds, and the total amount of investment is raised funds
Low cost automatic driving vehicle
1. Research and development of miniaturized lidar 52416 49101 25984.76 22669.21 and intelligent networking equipment
And industrialization construction projects
2 construction project of intelligent transportation intelligent perception research center 20884 20884 16477.96 16477.96
3. Construction of 20015 20015 0.00 project of intelligent network research and Development Center
Total 93315 90000 42462.72 39147.17
Note: after adjustment, it is proposed not to use the raised funds to invest in the "intelligent network research and development center construction project". The total investment amount and specific implementation progress of the project will be invested and implemented according to the company's R & D situation and its own funds.
3、 The impact of the adjustment of the amount of raised funds and the change of some raised investment projects on the company
The adjustment of the amount of raised funds and the change of some raised investment projects are made for the actual situation that the actual net amount of raised funds is less than the planned amount of raised funds and the current specific situation of each raised investment project. There is no situation of changing the purpose of raised funds and damaging the interests of shareholders in a disguised manner. This adjustment is conducive to ensuring the smooth implementation of raised investment projects, improving the use efficiency of funds, and will not have a substantive impact on the normal use of raised funds. It is in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the management of raised funds of listed companies.
4、 Necessary procedures for performance and relevant opinions
The 17th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors deliberated and approved the proposal on adjusting the investment amount of investment projects raised by issuing shares to specific objects and changing some investment projects raised by funds. The independent directors of the company issued independent opinions and agreed to adjust the amount of raised funds and change some investment projects raised by the company this time.
(I) opinions of the board of directors
The 17th meeting of the 4th board of directors of the company deliberated and adopted the proposal on adjusting the investment amount of investment projects raised by issuing shares to specific objects and changing some investment projects raised by funds. After deliberation, Dong
The board held that the adjustment of the investment amount of the investment project of raising funds by issuing shares to specific objects and the change of some investment projects of raising funds are based on the fact that the net amount of funds actually raised by issuing shares to specific objects is less than the amount of funds originally planned, and the prudent decision is made according to the current specific conditions of each investment project of raising funds, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. It is agreed that the company will adjust the investment amount of the investment projects of the raised funds issued to specific objects and change some of the investment projects of the raised funds. This adjustment still needs to be submitted to the general meeting of shareholders for deliberation.
(II) opinions of independent directors
After review, the independent directors believe that the company has adjusted the investment amount of the investment project of raising funds by issuing shares to specific objects and changed some of the investment projects of raising funds, taking into account the actual amount of funds raised by the company's issuing shares to specific objects, the investment of each project of raising funds, the company's strategic planning and other actual conditions, and has performed the necessary approval procedures, In compliance with the provisions of relevant laws, regulations and normative documents, there is no situation of changing the investment direction of raised funds in a disguised form and damaging the interests of shareholders. All independent directors unanimously agree to adjust the investment amount of raised funds investment projects issued to specific objects and change some raised funds investment projects, and agree to submit them to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) opinions of the board of supervisors
The 14th meeting of the 4th board of supervisors of the company deliberated and adopted the proposal on adjusting the investment amount of investment projects raised by issuing shares to specific objects and changing some investment projects raised by funds. After deliberation, the board of supervisors held that the adjustment of the investment amount of the investment project of raising funds by issuing shares to specific objects and the change of some investment projects of raising funds were made according to the actual situation of the company, in line with the provisions of relevant laws, regulations and normative documents, and there was no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of all shareholders, It is agreed that the company will adjust the investment amount of investment projects raised by issuing shares to specific objects and change some investment projects of raised funds. And agreed to submit it to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the adjustment of the amount of raised funds and the change of some investment projects of raised funds have been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed explicit consent to the matter, which needs to be deliberated and approved by the general meeting of shareholders of the listed company, which is in line with the requirements of China Securities Regulatory Commission Relevant provisions of Shenzhen Stock Exchange on the management of funds raised by listed companies. The adjustment of the amount of raised funds and the change of some investment projects of raised funds are made after careful research according to the actual situation that the net amount of raised funds is less than the planned amount of raised funds and the current situation of each investment project of raised funds. There is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders.
In conclusion, the sponsor agrees to adjust the amount of raised funds and change some investment projects of raised funds.
(there is no text on this page, which is the signature page of Northeast Securities Co.Ltd(000686) verification opinions on Vanjee Technology Co.Ltd(300552) adjusting the amount of raised funds and changing some investment projects of raised funds) sponsor representative:
Hang Lijun, Jia Qi
Northeast Securities Co.Ltd(000686) January 12, 2022
