China Merchants Securities Co.Ltd(600999)
About Ningbo Jialian Technology Co., Ltd
Use the raised funds to replace the projects invested in advance
And verification opinions on self raised funds for which issuance expenses have been paid
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 verified that Jialian technology plans to use the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses. The details 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.
As of December 31, 2021, the company has used a total of 57.7247 million yuan of raised funds, and the balance of the special account for raised funds is 770.9805 million yuan (including interest income and financial management income, deducting handling charges, excluding unpaid issuance expenses).
2、 Investment and replacement of raised funds
(I) replacement of projects invested with raised funds in advance
According to the information disclosed in the company’s prospectus for initial public offering and listing on the gem, the investment projects of the funds raised by the company’s initial public offering and the investment of the funds raised and the proposed replacement are as follows: unit: 10000 yuan
Commitment to raise funds by December 2021
Project content total investment amount investment amount the amount of self owned capital to be replaced and the invested amount
Research on biodegradable materials and products
Development center construction project 10023.00 10023.00 0.00 0.00
Biodegradable materials in Shupu plant
Products and high-end plastic products 26604.00 26604.00 6867.87 6867.87 production line construction project
Supplementary working capital 10000.00 10000.00 0.00 0.00
Total 46627.00 6867.87 6867.87
(II) replacement of self raised funds and payment of issuance expenses in advance
The initial public offering cost of the company is 93730018.80 yuan (excluding value-added tax). As of December 31, 2021, the actual amount of various issuance costs paid in advance by the company with self raised funds is 4358745.27 yuan (excluding value-added tax), The amount of self raised funds to replace the paid issuance expenses with the raised funds is RMB 4358745.27 (excluding value-added tax). The details are as follows: unit: RMB
Project name issuance fee (excluding tax) self raised funds to pay the amount to be replaced in advance
(tax excluded)
Underwriting and recommendation fees 77659716.98 1886792.45 1886792.45
Attorney fees 2452830.19 330188.67 330188.67
Audit and capital verification expenses 8915094.34 1816037.74 1816037.74
Registration fee and other expenses 532565.97 325726.41 325726.41
Information for this offering
Disclosure fee 4169811.32 0.00 0.00
Total 93730018.80 4358745.27 4358745.27
The amount of the above self raised funds invested in the investment projects of raised funds in advance and the paid issuance expenses have been verified by Tianzhi International Certified Public Accountants (special general partnership), and the verification report of Ningbo Jialian Technology Co., Ltd. invested in the investment projects of raised funds in advance with self raised funds (tianzhiye Zi [2022] No. 3474) has been issued.
As of December 31, 2021, the company has invested 68.6787 million yuan in projects invested with raised funds in advance with self raised funds, and paid 4.3587 million yuan of issuance expenses (excluding value-added tax) with self raised funds, totaling 73.0374 million yuan.
3、 Implementation of replacement of early investment with raised funds
According to the prospectus of the company’s initial public offering and listing on the gem disclosed by the company, the company has made arrangements for using the raised funds to replace the self raised funds invested in the investment projects of the raised funds in advance, That is, “if the investment project with raised funds must be invested in advance before the funds raised in this offering are in place, the company will invest in advance with self raised funds. After the funds raised in this offering are in place, the company will replace and repay the investment with raised funds”. The proposed replacement scheme is consistent with the arrangement in the prospectus.
The time for the company to replace the initial investment and issuance expenses of the raised investment project this time is less than six months from the arrival time of the raised funds. The company uses self raised funds to pre invest in the raised investment projects, which is conducive to ensuring the smooth implementation of the raised investment projects, does not change the purpose of the raised funds in a disguised manner, does not affect the normal progress of the investment plan of the raised funds, and meets the needs of the development of the company. The exchange of raised funds complies with laws 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 (revised in 2022), the Listing Rules of GEM stocks on Shenzhen Stock Exchange (revised in December 2020), the guidelines for the self-discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, etc Regulations and normative documents.
4、 Review procedure
On January 27, 2022, the company held the second interim meeting of the board of directors and the fifth meeting of the second board of supervisors in 2022, and respectively deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses, It is agreed that the company will use the raised funds to replace the self raised funds to invest 68.6787 million yuan in the investment projects of the raised funds in advance and the self raised funds to pay the issuance expenses of 4.3587 million yuan (excluding value-added tax), totaling 73.0374 million yuan. Tianzhi International Certified Public Accountants (special general partnership) has verified the amount of the above self raised funds invested in the raised capital investment projects in advance and the paid issuance expenses, and issued the verification report of Ningbo Jialian Technology Co., Ltd. invested in the raised capital investment projects in advance with self raised funds (tianshiye Zi [2022] No. 3474), It is considered that the special instructions prepared by the company comply with the relevant 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 (revised in 2022) and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, In all major aspects, it fairly reflects the company’s pre investment of raised capital investment projects and payment of issuance expenses with self raised funds as of December 31, 2021.
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The matter of Jialian technology using the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses has 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 expressed their independent opinions with explicit consent, Tianzhi International Certified Public Accountants (special general partnership) issued the verification report of Ningbo Jialian Technology Co., Ltd. on the pre investment of raised investment projects with self raised funds (tianshiye Zi [2022] No. 3474), performed the necessary review procedures and complied with the provisions of relevant laws, regulations and normative documents. The replacement time of the company’s raised funds is less than 6 months from the arrival time of the raised funds, 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 (revised in 2022), the Listing Rules of GEM stocks on Shenzhen Stock Exchange (revised in 2020), the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies Regulations and rules. The replacement of the company’s raised funds this time complies with the implementation plan of the investment project of the raised funds, and there is no situation of changing the use purpose of the raised funds in a disguised form, which will not affect the normal progress of the investment plan of the raised funds. In conclusion, the sponsor has no objection to Jialian technology’s use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and the issuance expenses paid.
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