Securities code: 000837 securities abbreviation: Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) Announcement No.: 2022-014 Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837)
On the replacement of advance investment with raised funds
Announcement on self raised funds of raised investment projects
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) (hereinafter referred to as “the company”) held the 9th meeting of the 8th board of directors and the 6th meeting of the 8th board of supervisors on February 16, 2022, deliberated and adopted the proposal on replacing self raised funds of pre invested projects with raised funds, and agreed to use the raised funds to replace the self raised funds of pre invested projects with 45910334.91 yuan. Relevant matters are hereby announced as follows:
1、 Basic information of raised funds
According to the reply of China Securities Regulatory Commission on approving Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) non-public development shares (zjxk [2021] No. 2500), the company issued 206000000 ordinary shares (A shares) in the form of non-public offering to the controlling shareholder Shaanxi Fashite automobile transmission group Co., Ltd., with an issue price of 3.88 yuan / share, The total amount of funds raised is RMB 799280000.00. After deducting the relevant issuance expenses of RMB 15899773.59 (excluding value-added tax), the net amount of funds raised from non-public issuance of A-Shares is RMB 783380226.41. The above raised funds were in place on August 20, 2021, and were verified by sigma Certified Public Accountants (special general partnership) and issued the capital verification report (xihuiyan Zi (2021) No. 0041).
According to relevant regulations, the company opened a special account for the raised funds, managed the storage of the raised funds in the special account, and signed the tripartite supervision agreement for the raised funds with the sponsor and the bank storing the raised funds.
2、 Implementation of replacement of early investment with raised funds
According to the Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) 2020 plan for non-public development of a shares, the funds raised by the company in this non-public offering will be used for the following items after deducting the issuance expenses:
Unit: RMB
Project name total investment raised fund use plan
1. High end intelligent gear equipment development and industrialization project
2. Industrial capacity improvement of high-grade CNC machine tools and transformation project of 180683000.00 150000000.00 digital chemical plant
3. Supplement working capital and repay bank loans 347080000.00 347080000.00
Total 829963000.00 799280000.00
Before the raised funds of this issuance are in place, the company can invest in the project with self raised funds according to the actual construction progress of the project, and replace them after the raised funds are in place.
As of January 31, 2022, the investment projects with raised funds have been invested by the company with self raised funds before the raised funds are in place. The actual investment amount of the company invested in the projects with self raised funds in advance is RMB 45910334.91. According to the relevant regulations of China Securities Regulatory Commission and Shenzhen securities exchange, the company plans to replace RMB 45910334.91 this time. The details are as follows:
Unit: RMB
Sequence item name raised funds to be invested in self raised funds amount of raised funds to be replaced in advance amount of invested funds
1 high end intelligent gear equipment 30220000.00 31516892.16 development and industrialization project
High grade CNC machine tool industry
2 capacity improvement and digitization 150000000.00 14393442.75 14393442.75 factory transformation project
Total 452200000.00 45910334.91 45910334.91
The company uses self raised funds to invest in the raised investment projects in advance, which is conducive to ensuring the smooth implementation of the raised investment projects and meeting the development needs of the company. The replacement time of the raised funds is less than 6 months from the arrival time of the raised funds, which is in line with the provisions of relevant laws and regulations. The replacement will not affect the normal implementation of the raised investment project, and there is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders.
3、 Review and approval procedures and relevant opinions
(I) deliberations of the board of directors
The company held the 9th meeting of the 8th board of directors on February 16, 2022, and deliberated and passed the proposal on replacing self raised funds invested in raised investment projects in advance with raised funds. The board of directors agreed that the company should use the funds raised by non-public offering of shares to replace self raised funds invested in raised investment projects in advance, with a replacement amount of RMB 45910334.91. (II) deliberation of the board of supervisors
The company held the 6th meeting of the 8th board of supervisors on February 16, 2022, deliberated and adopted the proposal on replacing self raised funds of pre invested projects with raised funds.
After deliberation, the board of supervisors held that the company’s use of the raised funds to replace the self raised funds invested in the raised investment project in advance has fulfilled the necessary approval procedures, complied with the provisions of relevant laws and regulations and the rules of the exchange, the replacement time is no more than 6 months from the arrival time of the raised funds, has not changed the purpose of the raised funds, and does not affect the normal progress of the raised funds investment plan, 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 use the raised funds of 45910334.91 yuan to replace the self raised funds that have been invested in the raised investment projects in advance.
(III) opinions of independent directors
The company uses the funds raised by non-public offering to replace the self raised funds invested in the raised investment projects in advance, which belongs to the investment scope of the raised funds disclosed in the company’s non-public offering plan, Comply with the provisions of relevant laws, regulations and regulatory rules, 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 stock listing rules of Shenzhen Stock Exchange and the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board.
The company’s pre investment of raised investment projects with self raised funds is conducive to accelerating the construction of raised investment projects, meeting the needs of the company’s business development and safeguarding the interests of all shareholders.
It is agreed that the company will use the raised funds of 45910334.91 yuan to replace the self raised funds invested in the raised projects in advance.
(IV) assurance opinion of accounting firm
Sigmar Certified Public Accountants (special general partnership) conducted a special audit on the actual use of self raised funds in the company’s raised investment projects, and issued the special audit report on the replacement of raised funds (xikuaishan Zi [2022] No. 0268). After review, it is considered that the special instructions on using raised funds to replace self raised funds invested in raised investment projects in advance prepared by the management of the company comply with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) The relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – announcement format truthfully reflect the actual situation of the company’s pre investment of raised projects with self raised funds as of January 31, 2022 in all major aspects.
(V) opinions of the sponsor
After verification, the sponsor believes that the company’s use of raised funds to replace the self raised funds invested in the raised investment project in advance has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, and Sigmar Certified Public Accountants (special general partnership) has issued a special assurance report and performed the necessary legal procedures, Moreover, the replacement time is less than 6 months from the arrival time of the raised funds, which complies with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (revised in 2022), the guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022). The company’s use of the raised funds to replace the self raised funds invested in advance does not conflict with the implementation plan of the raised funds investment project, does not affect the normal progress of the raised funds investment project, nor does it change or disguise the investment direction of the raised funds and damage the interests of the company’s shareholders. In conclusion, the sponsor has no objection to the company’s replacement of self raised funds invested in advance with raised funds.
4、 Documents for future reference
1. Resolutions of the 9th meeting of the 8th board of directors;
2. Resolutions of the 6th meeting of the 8th board of supervisors;
3. Opinions of independent directors;
4. Special audit report on replacement of raised funds issued by sigma Certified Public Accountants (special general partnership) (xikuaishan Zi [2022] No. 0268);
5. Western Securities Co.Ltd(002673) verification opinions on Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) using raised funds to replace self raised funds invested in raised investment projects in advance.
It is hereby announced.
Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837)
Board of directors
February 17, 2022
