Securities code: 001207 securities abbreviation: Shandong Link Science And Technology Co.Ltd(001207) Announcement No.: 2022-017 Shandong Link Science And Technology Co.Ltd(001207)
Announcement on the use of raised funds to provide loans to holding subsidiaries to implement raised investment projects
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.
Shandong Link Science And Technology Co.Ltd(001207) (hereinafter referred to as “the company” or ” Shandong Link Science And Technology Co.Ltd(001207) “) held the sixth meeting of the second board of directors and the fifth meeting of the second board of supervisors on February 17, 2022. The meeting deliberated and adopted the proposal on using part of the raised funds to borrow from holding subsidiaries to implement raised investment projects, It is agreed to use the raised funds to provide loans to the holding subsidiary Shandong Lianke caldeco White Carbon Co., Ltd. (hereinafter referred to as “Lianke caldeco”) for the implementation of raised investment projects, with a total amount of 82.9749 million yuan. The relevant information is hereby announced as follows:
1、 Basic information of raised funds
Approved by China Securities Regulatory Commission
With the approval of the reply to the initial public offering of shares (zjxk [2021] No. 1813), Lianke Technology issued 45.5 million RMB common shares (A shares) with a par value of 1.00 per share
The issue price per share is 14.27 yuan, and the total amount of funds raised is RMB
649285000.00 yuan, after deducting the relevant issuance expenses, the actual net amount of funds raised is 596312839.61 yuan. The raised funds have been transferred to the designated account of the company on June 16, 2021. The availability of the above raised funds has been verified by YONGTUO Certified Public Accountants (special general partnership) and issued the capital verification report (Yong Zheng Yan Zi (2021) No. 210018).
The company has stored the raised funds in a special account and deposited the raised funds with the sponsor
The bank signed the tripartite supervision agreement on raising funds.
2、 Use of raised funds to provide loans to holding subsidiaries
The investment direction of the funds raised from this public offering is determined by the second extraordinary general meeting of shareholders in 2020 and the fifth extraordinary general meeting of shareholders in 2020, and is implemented by the board of directors. The net amount of the actual raised funds after deducting the issuance expenses is used for projects related to the company’s main business. The funds raised in this issuance are intended to be invested in the following projects:
Unit: 10000 yuan
No. project name total investment proposed to be invested in the implementation subject of raised funds
110000 T / a highly dispersed CO2 30000.00 27155.20 unocaldic
Silicon and 30000 T / a silicic acid project
2. Construction project of R & D and testing center 8297.49
3. Repayment of bank loan project 12000.00 12000.00 Shandong Link Science And Technology Co.Ltd(001207) , Unocal new materials, Unocal caldeco
4. Supplementary working capital project 12600.00 12178.59 Shandong Link Science And Technology Co.Ltd(001207)
Total 62897.49 59631.28
The implementation subject of the “R & D and testing center construction project” is the holding subsidiary of the company, Lianke kaldik. The company plans to provide the holding subsidiary Lianke kaldik with a loan with a term of no more than 24 months from the date of actual loan with the raised fund of 82.9749 million yuan. The loan interest shall be calculated from the date of actual loan issuance and paid on the 21st of each month. The loan interest rate is based on the one-year LPR interest rate published by the people’s Bank of China last month on the actual issuance date of the loan.
3、 This time, we provide the basic information of the borrower, Unocal Dick
Unocal caldick is mainly engaged in the research, development and production of silica. The basic information is as follows:
Company name: Shandong Lianke kaldik silica Co., Ltd
Unified credit code 91370700792480339f
Legal representative: Wu Xiaolin
Date of establishment: September 11, 2006
Registered capital: USD 31 million
Paid in capital: USD 31 million
Registered address and main address: No. 558, Yudong Road, Dongcheng Street, Linqu County, Weifang City, Shandong Province (domicile), No. 4688, Donghong Road, production and operation place (business place)
The main business is mainly engaged in the R & D, production and sales of silica and sodium silicate; The main business of the company is the same as that of the issuer. relationship
Production and sales of precipitated hydrated highly dispersed silica, industrial sodium silicate, feed additives and highly dispersed silica functional materials; Production and sales of industrial sodium sulfate; Import and export of goods. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the validity period shall be subject to the license)
Name of shareholder contribution amount (USD 10000) contribution proportion
Composition of shareholders Shandong Link Science And Technology Co.Ltd(001207) 3006.25 96.98% Netherlands caldek 93.75 3.02%
Total 3100.00 100.00%
The main financial data of Unocal kaldik in the latest year are as follows:
Unit: 10000 yuan
Project 2021 / 6 / 30 (January June 2021) 2020 / 12 / 31 (2020)
Total assets 35585.82 33076.51
Total liabilities 16243.38 14972.85
Net assets 19342.44 18103.66
Operating income 12826.48 14631.83
Total profit 1459.02 3172.55
Net profit 1238.78 2761.85
Note: for the above financial data, the data on December 31, 2020 was audited by YONGTUO Certified Public Accountants (special general partnership), and the data on June 30, 2021 was not audited.
4、 Impact on the daily operation of the company
The use of the raised funds to provide loans to the holding subsidiary Lianke caldick is based on the raised funds
The needs of the investment project “R & D and testing center construction project” are conducive to the smooth implementation of the raised investment project, help the raised investment project reach the planned use state on time, create benefits for the company and shareholders, and will not have an adverse impact on the normal production and operation of the company.
The interest rate of the loan from the company is the one-year LPR interest rate published by the people’s Bank of China last month on the actual issuance date of the loan. The company pays the corresponding loan interest to the company, and other minority shareholders of the company indirectly bear the interest expenses of the corresponding loan based on their shareholding ratio, The company’s borrowing from Unocal caldeco will not lead to the implementation subject of the raised investment project free of charge or at a significantly low profit
The company’s occupation of the funds of the listed company does not infringe the interests of the listed company.
5、 Management of raised funds after the loan
In accordance with the relevant provisions of 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 and the stock listing rules of Shenzhen Stock Exchange, in order to ensure the standardized management and use of raised funds, the use of raised funds shall be effectively supervised, After the raised funds invested in the way of providing loans to the holding subsidiary Lianke caldeco are in place, they will be deposited in the special account for raised funds opened. Lianke caldeco has signed the tripartite supervision agreement on raised funds with the sponsor and the deposit bank in accordance with the regulations to ensure the effective implementation of the supervision of raised funds, At the same time, the obligation of information disclosure shall be performed in strict accordance with the requirements of relevant laws, regulations and normative documents.
6、 Review procedures and relevant opinions (I) opinions of the board of directors
On February 17, 2022, the sixth meeting of the second board of directors of the company considered and approved the proposal on using part of the raised funds to borrow from the holding subsidiary to implement the raised investment project. The board of directors agreed to use the raised funds to provide loans to the holding subsidiary Unocal caldick for the implementation of the raised investment project, with a total amount of 82.9749 million yuan. The loan interest shall be calculated from the date of actual loan issuance and paid on the 21st of each month. The loan interest rate is based on the one-year LPR interest rate published by the people’s Bank of China last month on the actual issuance date of the loan. (II) opinions of the board of supervisors
On February 17, 2022, the fifth meeting of the second session of the board of supervisors of the company deliberated and approved the proposal on using part of the raised funds to borrow from the holding subsidiary to implement the raised investment project. The board of supervisors held that the use of the raised funds to borrow from the holding subsidiary Unocal caldick is conducive to the development and smooth implementation of the raised investment project, which is in line with the long-term planning and development needs of the company. The use of the above raised funds has not changed the purpose of the raised funds, and there is no damage to the interests of shareholders. The deliberation procedures of this matter comply with the provisions of relevant laws and regulations and the articles of association, and the interests of all shareholders and the company. Therefore, the board of supervisors agreed to use the raised funds to provide loans to the holding subsidiaries.
(III) opinions of independent directors
The company’s use of the raised funds to provide loans to the holding subsidiary Lianke kaldik is conducive to the smooth implementation of the raised investment project and the planned use of the raised investment project on time. The loan will not change the purpose of the raised funds and will not affect the investment plan of the raised funds; The review procedures for the use of the above raised funds comply with the provisions of relevant laws and regulations and the articles of association, and there is no harm to the interests of shareholders. Therefore, the independent directors of the company agreed to use the raised funds to provide loans to the holding subsidiaries.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of the raised funds to provide loans to the holding subsidiary Lianke kaldik for the “construction project of R & D and testing center” has been deliberated and approved at the sixth meeting of the second board of directors and the fifth meeting of the second board of supervisors. The independent directors of the company have expressed their consent and fulfilled the necessary internal decision-making procedures, It complies with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and there is no situation of changing the purpose of raised funds in a disguised manner and damaging the interests of the company and shareholders. The recommendation institution has no objection to the company’s use of the raised funds to provide loans to its holding subsidiaries.
8、 Documents for future reference
1. Shandong Link Science And Technology Co.Ltd(001207) resolution of the sixth meeting of the second board of directors;
2. Shandong Link Science And Technology Co.Ltd(001207) resolution of the fifth meeting of the second board of supervisors;
3. Shandong Link Science And Technology Co.Ltd(001207) independent directors’ independent opinions on matters related to the sixth meeting of the second board of directors;
4. Zhongtai Securities Co.Ltd(600918) verification opinions on Shandong Link Science And Technology Co.Ltd(001207) using raised funds to provide loans to holding subsidiaries to implement raised investment projects.
It is hereby announced.
Shandong Link Science And Technology Co.Ltd(001207)
Board of directors February 18, 2022
