China Merchants Securities Co.Ltd(600999)
About Ningbo Jialian Technology Co., Ltd
Verification opinions on changing the implementation location of some raised investment projects
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as “sponsor”) as a sponsor of Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as “Jialian technology” and “the 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 Relevant provisions such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, We have carefully checked the matters that Jialian technology plans to change the implementation location of some raised investment projects, and the specific conditions are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Ningbo Jialian Technology Co., Ltd. (zjxk [2021] No. 3103) issued by China Securities Regulatory Commission and the notice on the listing of RMB common shares of Ningbo Jialian Technology Co., Ltd. on the gem (SZS [2021] No. 1241) issued by Shenzhen stock exchange, Jialian Technology issued 30000000 ordinary shares (A shares) to the public for the first time, with an issue price of 30.73 yuan per share. The total amount of funds raised was 921900000.00 yuan. After deducting the issuance expenses excluding tax of 93730018.80 yuan, the net amount of funds actually raised was 828169981.20 yuan. Tianzhi International Certified Public Accountants (special general partnership) verified the capital availability of the company’s initial public offering of shares, and issued the capital verification report (Tianzhi Zi [2021] No. 44951) on December 6, 2021. The company carried out special account storage and management of the raised funds in accordance with the regulations, deposited all the raised funds in the special account for raised funds after they were received, and signed the tripartite supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Basic information of investment projects with raised funds
According to the company’s prospectus on initial public offering and listing on GEM, the investment projects of the company’s funds raised from initial public offering are as follows:
No. project name total investment amount of the project proposed to use raised funds
(10000 yuan) investment amount (10000 yuan)
1. Construction project of R & D Center for biodegradable materials and products 10023.00 10023.00
2. Made of biodegradable material products and high-end plastics in Shupu plant 26604.00 26604.00
Product production line construction project
3. Supplementary working capital 10000.00 10000.00
Total 46627.00
3、 The situation and reasons for changing the implementation location of some raised investment projects this time
According to the company’s prospectus for initial public offering and listing on the gem, the original planned implementation location of the raised investment project “construction project of biodegradable materials and products R & D center” was the state-owned construction land of Zhejiang (2020) Ningbo (Zhenhai) real estate property right No. 0037094, and the land location was No. 296 Xingpu Road, Shupu Town, Zhenhai District, Ningbo, The land area is 76345 square meters. Considering the long-term development and future strategic layout of the company, in order to ensure the reasonable planning of the implementation site of the raised investment project and the smooth implementation of the overall scheme, and in line with the principle of optimizing the production layout, improving the space utilization rate and reserving sufficient land space for subsequent development, the company has appropriately adjusted the implementation site of the project according to the actual situation of production and operation, The implementation site of the raised investment project “biodegradable materials and products R & D center construction project” was changed from “No. 296 Xingpu Road, Shupu Town, Zhenhai District, Ningbo City, Zhejiang Province” to “zh13-02-02-2 plot, Zhenhai District”.
The main reason for the change of the implementation location of some raised investment projects is that on January 13, 2022, the company signed the transfer contract for the use right of state-owned construction land with Ningbo natural resources and Planning Bureau, and the company used its own funds to purchase the plot with the parcel number of zh13-02-02-2 in Zhenhai District of Ningbo Petrochemical Development Zone, The subsequent company will pay the land transfer fee and handle the land use right certificate according to the contract. In order to fully implement the “R & D center construction project of biodegradable materials and products”, meet the land demand for the implementation of the raised investment project and ensure the implementation effect of the raised investment project, the company decided to implement the change of the implementation location of the raised investment project in combination with the strategic development plan.
As of the disclosure date of this announcement, the “R & D center construction project of biodegradable materials and products” has not been put into operation. The change of implementation location will not affect the implementation of the “R & D center construction project of biodegradable materials and products”, nor change the purpose and investment direction of the raised funds of the raised investment project. The total investment of the raised investment project, the amount of raised funds The implementation mode has not changed.
4、 The impact of changing the implementation location of some raised investment projects on the company
The change of the implementation location of some of the company’s investment projects with raised funds is a prudent decision made by the company according to the actual situation of the project implementation. It does not involve the change of the purpose, implementation subject and implementation mode of the raised funds, which meets the needs of the company’s long-term development and will not have a significant adverse impact on the company’s normal operation. At present, there is no investment in the raised investment project. The company will start the construction of the raised investment project as soon as possible after completing the change of implementation location, and try its best to reduce the adverse impact on the construction of the raised investment project due to the change of implementation location. There is no change or disguised change in the investment direction of the raised funds or other circumstances damaging the interests of shareholders in the above changes. Relevant decision-making procedures comply with relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020), the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock exchange No. 2 – standardized operation of GEM listed companies, etc Relevant provisions of regulations and normative documents.
5、 Review procedure
On January 27, 2022, the company held the second interim board meeting and the fifth meeting of the second board of supervisors in 2022, and deliberated and adopted the proposal on changing the implementation location of some raised investment projects respectively, It is agreed that the company will change the implementation location of the raised investment project “construction project of biodegradable materials and products R & D center” from “No. 296 Xingpu Road, Shupu Town, Zhenhai District, Ningbo City, Zhejiang Province” to “plot zh13-02-02-2, Zhenhai District”. All independent directors of the company have expressed clear and agreed independent opinions on this proposal.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
Matters related to the change of the implementation location of the raised investment project of Jialian technology have been deliberated and approved by the board of directors and the board of supervisors of the company, and all independent directors of the company have issued independent opinions with explicit consent. This matter does not need to be deliberated by the general meeting of shareholders, and the necessary internal approval procedures have been performed. The change of the implementation location of the raised investment project of the company is based on the actual operation and development needs of the company and takes full account of the strategic planning of the company’s long-term development. There is no change in the purpose and implementation method of the raised funds, which will not have a significant adverse impact on the company and harm the interests of shareholders.
In conclusion, the sponsor has no objection to Jialian technology’s change of the implementation location of the raised investment project.
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