Securities code: 301122 securities abbreviation: adoptive shares Announcement No.: 2022-006 adoptive Technology Co., Ltd
Announcement on using some over raised funds to permanently supplement working capital
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Adoptive Technology Co., Ltd. (hereinafter referred to as "the company" or "adoptive shares") held the seventh meeting of the second board of directors and the sixth meeting of the second board of supervisors on February 16, 2022, deliberated and adopted the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed to use the over raised funds of 200 million yuan to permanently supplement the working capital, The above matters need to be submitted to the general meeting of shareholders of the company for deliberation. The details are hereby announced as follows:
1、 Basic information of raised funds
According to the reply of China Securities Regulatory Commission on agreeing to adopt the registration of initial public offering of science and Technology Co., Ltd. (zjxk [2021] No. 3937), the company is approved to publicly issue 23508800 RMB common shares (A shares), with a par value of RMB 1 per share and an issue price of RMB 50.31 per share, The total amount of raised funds is RMB 1182727728.00, after deducting the issuance expenses of RMB 85465325.60 (excluding tax), the actual net amount of raised funds is RMB 1097262402.40.
The above raised funds have been transferred to the designated account of the company on January 21, 2022. The company signed the tripartite supervision agreement on the storage of special account for raised funds with the recommendation institution and the bank storing the raised funds to jointly supervise the use of raised funds. Zhonghui Certified Public Accountants (special general partnership) verified the availability of the funds raised by the company's initial public offering and issued the capital verification report of "Zhonghui kuaiyan [2022] No. 0084". 2、 Use of raised funds
According to the application plan of the raised funds disclosed in the company's prospectus for initial public offering and listing on the gem (hereinafter referred to as the "prospectus"), the investment projects of the raised funds in this public offering (hereinafter referred to as the "raised investment projects") and the use plan of the raised funds are as follows:
Unit: 10000 yuan
No. project name investment budget raised fund usage
1. Construction project of 30895.62 medical injection puncture device industrial park with an annual output of 920 million pieces (sets)
2 R & D center construction project 4493.65 4493.65
3. Supplementary working capital project 5000.00 5000.00
Total 40389.27
The net amount of the company's funds raised this time is 1097262402.40 yuan. The amount of the net amount of funds raised this time exceeding the investment needs of the above projects is over raised funds, and the total amount of over raised funds is 693369702.40 yuan.
3、 Use plan of this over raised fund
On the premise of ensuring the capital demand for the construction of the investment projects with raised funds and the normal progress of the projects with raised funds, in order to meet the company's working capital demand, improve the use efficiency of the raised funds, reduce financial costs, further improve the company's profitability and safeguard the interests of listed companies and shareholders, the company plans to use part of the over raised funds to permanently supplement the working capital. The total amount of over raised funds obtained by the company is 693369702.40 yuan. This time, it is planned to use 200 million yuan of over raised funds to permanently supplement working capital, accounting for 28.84% of the total amount of over raised funds.
The amount of the company's accumulated use of the over raised funds to permanently supplement the working capital in the last 12 months shall not exceed 30% of the total amount of the over raised funds, and does not violate the relevant provisions of the CSRC and Shenzhen Stock Exchange on the use of the raised funds of listed companies. The permanent replenishment of working capital will not conflict with the implementation plan of the project invested by the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders.
4、 The company's relevant instructions and commitments on the permanent replenishment of working capital with some over raised funds this time. 1. The amount used for permanent replenishment of working capital shall not exceed 30% of the total amount of over raised funds every 12 months;
2. The company promises not to make high-risk investments such as securities investment and derivatives trading and provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital.
5、 Implementation procedures and special opinions
(I) deliberations of the board of directors
The company held the 7th Meeting of the 2nd board of directors, which deliberated and approved the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed that the company would use 200 million yuan of over raised funds to permanently supplement the working capital. The above matters need to be submitted to the general meeting of shareholders for deliberation.
(II) opinions of independent directors
The independent directors of the company believe that the company's use of some over raised funds to permanently supplement working capital this time complies 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 and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, and will not conflict with the implementation plan of investment projects with raised funds, It will not affect the normal implementation of the investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised form and damaging the interests of shareholders. The company will permanently supplement the working capital with part of the over raised funds, which will help to improve the use efficiency of the raised funds, reduce the company's financial expenses and meet the needs of safeguarding the interests of the company and all shareholders. All independent directors unanimously agreed that the company would use the over raised capital of 200 million yuan to permanently supplement the working capital, and agreed to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) deliberation of the board of supervisors
The sixth meeting of the second board of supervisors of the company deliberated and approved the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed that the company should use 200 million yuan of over raised funds to permanently supplement the working capital.
This time, the company uses part of the over raised funds to permanently supplement the working capital, which is conducive to improving the use efficiency of the raised funds, meeting the needs of the company's business development for working capital, improving the profitability of the company and in line with the interests of all shareholders. The use of over raised funds does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the investment project with raised funds, and does not change the investment direction of raised funds in a disguised manner and damage the interests of investors.
(IV) verification opinions of the recommendation institution
After verification, the sponsor believes that the company's use of some over raised funds to permanently supplement working capital has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their consent and fulfilled the necessary approval procedures, which need to be submitted to the general meeting of shareholders of the company for deliberation. The above matters of 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), the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020), and the guidelines for the self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, It will not affect the normal implementation progress of the investment projects invested by the raised funds, the normal production and operation of the company, and there is no situation of changing the use purpose of the raised funds in a disguised form, which is in line with the interests of the company and all shareholders.
6、 Documents for future reference
1. Adopting the resolution of the seventh meeting of the second board of directors of science and Technology Co., Ltd
2. Adopt the resolution of the sixth meeting of the second board of supervisors of science and Technology Co., Ltd
3. Opinions of independent directors on matters related to the adoption of Independent Technology Co., Ltd
4. Haitong Securities Company Limited(600837) issued the verification opinions on adopting the permanent supplement of working capital with some over raised funds by science and Technology Co., Ltd
It is hereby announced.
Board of directors of adoptive Technology Co., Ltd. February 16, 2022
