安科瑞: 国盛证券有限责任公司关于安科瑞电气股份有限公司向全资子公司增资以实施募投项目的核查意见

Summary of Key Points Core Viewpoint - The company, Anke Rui Electric Co., Ltd., is increasing its capital investment in its wholly-owned subsidiary, Jiangsu Anke Rui Electric Manufacturing Co., Ltd., to implement a fundraising project, ensuring the efficient use of raised funds and the smooth progress of the project [1][7]. Fundraising Basic Information - The company has received approval from the China Securities Regulatory Commission to issue 36,068,530 shares at a price of RMB 22.18 per share, raising a total of approximately RMB 800 million [1]. - After deducting issuance costs, the net amount raised is RMB 785.01 million [2]. Fundraising Management and Usage - The raised funds will be managed in a dedicated account, with agreements signed between the company, the subsidiary, and the commercial bank [2]. - Due to the actual net amount being lower than initially planned, the company has adjusted the investment amounts for the fundraising projects [2][3]. Capital Increase Plan - The company plans to invest RMB 110 million in Jiangsu Anke Rui, increasing its registered capital from RMB 216.86 million to RMB 326.86 million, specifically for the "Enterprise Microgrid Product Technology Renovation Project" [3][4]. Subsidiary Information - Jiangsu Anke Rui Electric Manufacturing Co., Ltd. is a wholly-owned subsidiary of the company, established in December 2004, with a registered capital of RMB 216.86 million [4][5]. Financial Indicators - As of December 31, 2024, the total assets of Jiangsu Anke Rui were RMB 488.05 million, with total liabilities of RMB 146.02 million and net assets of RMB 342.03 million [6]. - The company's revenue for the first quarter of 2025 was RMB 14.27 million, with a net profit of RMB 436.33 million [6]. Purpose and Impact of Capital Increase - The capital increase is aimed at meeting the actual needs of the fundraising project, ensuring its smooth implementation, and complying with relevant regulations [7]. - The increase will not affect the normal fundraising investment plan and is in the interest of the company and its shareholders [7][9]. Sponsor's Verification Opinion - The sponsor, Guosheng Securities, has verified that the capital increase complies with regulatory requirements and does not change the direction of the raised funds or harm shareholder interests [8][9].