Securities code: 301228 securities abbreviation: Shipu testing Announcement No.: 2022-005 Shipu Testing Technology (Shanghai) Co., Ltd
Announcement on using raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid issuance expenses
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.
Shipu Testing Technology (Shanghai) Co., Ltd. (hereinafter referred to as "the company") held the 10th meeting of the first board of directors and the 8th meeting of the first board of supervisors on February 18, 2022, and deliberated and adopted the proposal on using raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid issuance expenses respectively, It is agreed that the company will use the raised funds to replace the self raised funds of RMB 19.0641 million that have been invested in the raised investment projects in advance and RMB 4.1705 million that have paid the issuance expenses in advance, totaling RMB 23.7746 million. The details are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of the initial public offering of shares of Shipu Testing Technology (Shanghai) Co., Ltd. issued by the China Securities Regulatory Commission on December 21, 2021 (zjxk [2021] No. 4041), Shipu Testing Technology (Shanghai) Co., Ltd. was approved to publicly issue 30 million RMB common shares to the public, The par value of each share is 1 yuan, the issue price of each share is 20.08 yuan, the total amount of funds raised is 602400000.00 yuan, after deducting the issue expenses (excluding value-added tax) of 76066531.36 yuan, and the actual net amount of funds raised is 526333468.64 yuan. Tianzhi International Certified Public Accountants (special general partnership) verified the availability of funds for this issuance and issued the capital verification report (tzyz [2022] No. 2233) on January 25, 2022.
In accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and relevant regulations, the company has stored the raised funds in a special account, and signed a supervision agreement on the raised funds with the sponsor and the deposit bank of the raised funds. As of February 15, 2022, 0 million yuan of raised funds have been used, with a balance of 549.8442 million yuan (including 648200 yuan of interest settlement in the special account for raised funds).
2、 Investment projects with raised funds
According to the application plan of the raised funds disclosed in the prospectus of the company's initial public offering and listing on the gem, the investment projects of the raised funds of this public offering (hereinafter referred to as "raised investment projects") are as follows: unit: 10000 yuan
The total investment of the project is planned to use the serial number of the raised capital investment and the name of the raised investment project
Amount
1 Zhongchun road new laboratory project 13388.35 13388.35
2 R & D information center construction project 6821.72 6821.72
3. Supplementary working capital 20000.00 20000.00
Total 40210.07
3、 Advance investment of self raised funds into raised investment projects and paid issuance expenses
The total amount of funds invested in advance is 23774600 yuan, including 19.0641 million yuan invested in the project with self raised funds and 4.1705 million yuan of issuance expenses paid in advance.
(I) advance investment of self raised funds into projects invested with raised funds
In order to ensure the smooth progress of the investment projects with the raised funds, the company will invest the relevant investment projects with self raised funds in advance before the raised funds are actually in place. According to Tianzhi International Certified Public Accountants (special general partnership) on the advance investment of the above self raised funds, Tianzhi Zi [2022] No. 5294 "verification report on the self raised funds of Shipu Testing Technology (Shanghai) Co., Ltd. replacing the pre invested projects and paid issuance expenses with the raised funds", as of February 18, 2022, The actual investment amount of the company's investment projects invested with raised funds in advance with self raised funds is 19.0641 million yuan. The details are as follows:
Unit: 10000 yuan
Proposed to use self raised funds of raised investment projects, pre raised funds, proposed serial number and name of raised investment projects
Project investment amount first input amount replacement amount
1 Zhongchun road new laboratory project 13388.35 1583.74 1583.74
2 R & D information center construction project 6821.72 376.67 376.67
Total 20210.07 1960.41 1960.41
(II) advance payment of issuance expenses with self raised funds
According to the verification report on the self raised funds of Shipu Testing Technology (Shanghai) Co., Ltd. replacing the pre invested projects and paid issuance expenses with the raised funds issued by Tianzhi International Certified Public Accountants (special general partnership), the total issuance expenses of the company's raised funds are 76.0665 million yuan (excluding tax), The company has paid the issuance fee of 4.1705 million yuan (excluding tax) through its own capital account.
4、 Implementation of replacement of early investment with raised funds
According to the company's prospectus for initial public offering and listing on the gem, 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 actual raised funds can not meet the investment needs of the above projects, the company will solve the fund gap through self financing.
If the funds actually raised exceed the funds required for the project, the excess will be used for other purposes related to the main business. If the above projects need to be invested in advance before the funds raised are available due to business needs or market competition, the company plans to invest in advance with self raised funds. After the funds raised are available, the company will replace the early capital investment with the raised funds. " The proposed replacement scheme is consistent with the above arrangements and does not conflict with the implementation plan of the investment project with raised funds. The proposed replacement scheme complies with the provisions of laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, and will not affect the normal progress of the investment plan of raised funds, There is also no case of changing the purpose of the raised funds in a disguised form. The replacement time of the raised funds is no more than 6 months from the arrival time of the raised funds, which is in line with the relevant provisions of laws and regulations.
5、 Decision making procedures and relevant opinions for the implementation of this matter
1. Deliberations of the board of directors
On February 18, 2022, the company held the 10th meeting of the first board of directors, deliberated and approved the proposal on using the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses. It is agreed that the company will use the raised funds of RMB 23774600 to replace the self raised funds that have been invested in the raised investment projects and paid the issuance expenses in advance.
2. Opinions of the board of supervisors
On February 18, 2022, the company held the eighth meeting of the first board of supervisors, deliberated and adopted the proposal on using the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses. The company uses the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses, which improves the use efficiency of the raised funds and is in line with the interests of all shareholders, The relevant procedures 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, and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM. This capital replacement does not conflict with the implementation plan of the investment project with raised funds, and there is no situation of changing the investment direction of raised funds and damaging the interests of shareholders in a disguised manner. The board of supervisors agreed that the company would use the raised funds of RMB 23774600 to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses.
3. Opinions of independent directors
The company used the raised funds of 23774600 yuan to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses. The replacement time is less than 6 months from the arrival time of the raised funds, Comply with the provisions of laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM. The contents and procedures are legal and compliant, and will not affect the normal progress of the investment plan of raised funds, There is no case of changing the purpose of the raised funds in a disguised form, nor does it damage the interests of listed companies and shareholders, especially small and medium-sized investors.
Therefore, we agree that the company uses the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and the issuance expenses have been paid.
4. Assurance conclusion of accountant
According to the accountant, The special instructions for Shipu Testing Technology (Shanghai) Co., Ltd. to replace self raised funds invested in pre raised projects and paid issuance expenses with raised funds prepared by Shipu testing management complies with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and the listing rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020) the preparation requirements of relevant laws, regulations and systems, such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, are consistent with the actual use.
5. Opinions of the sponsor
After verification, the recommendation institution believes that: the self raised fund of 23774564.73 yuan invested in the investment projects of raised funds and paid the issuance expenses in advance with the raised funds has been reviewed and approved by the board of directors and the board of supervisors of the company, the independent directors of the company have issued their independent opinions and fulfilled the necessary approval procedures; The accounting firm also issued a special assurance report. There is no change or disguised change in the investment direction of the raised funds in this replacement, and the replacement time is less than 6 months from the arrival time of the raised funds, which is in line with the relevant laws and regulations issued by China Securities Regulatory Commission and Shenzhen Stock Exchange Relevant provisions on the management of raised funds of Listed Companies in laws, regulations and normative documents. The recommendation institution has no objection to the implementation of Shipu testing. This time, the raised funds are used to replace the self raised funds invested in the investment projects of raised funds in advance and pay the issuance expenses.
6、 Documents for future reference
1. Resolution of the 10th meeting of the first board of directors;
2. Resolution of the eighth meeting of the first board of supervisors;
3. Independent opinions of independent directors on matters related to the 10th meeting of the first board of directors;
4. Verification report on self raised funds of Shipu Testing Technology (Shanghai) Co., Ltd. replacing pre invested projects and paid issuance expenses with raised funds issued by Tianzhi International Certified Public Accountants (special general partnership);
5. Verification opinions of Haitong Securities Company Limited(600837) on the use of raised funds by Shipu Testing Technology (Shanghai) Co., Ltd. to replace self raised funds that have been invested in raised investment projects in advance and paid issuance expenses issued by the sponsor Haitong Securities Company Limited(600837) .
It is hereby announced.
Board of directors of Shipu Testing Technology (Shanghai) Co., Ltd. February 22, 2022