Securities code: 002916 securities abbreviation: Shennan Circuits Co.Ltd(002916) Announcement No.: 2022-009 Shennan Circuits Co.Ltd(002916)
Announcement on capital increase of wholly-owned subsidiaries with raised funds
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.
Shennan Circuits Co.Ltd(002916) (hereinafter referred to as “the company”) held the 13th meeting of the third board of directors on February 21, 2022, deliberated and adopted the proposal on capital increase of wholly-owned subsidiaries with raised funds. In order to ensure the smooth implementation of the investment project funded by non-public offering of shares, the company plans to increase the capital of Wuxi Shennan Circuits Co.Ltd(002916) Co., Ltd. (hereinafter referred to as “Wuxi Shennan”), the main body of the investment project “IC carrier product manufacturing project for high-order flip chip”, in cash, with an increase of RMB 180 million, all of which are included in the capital reserve. After the capital increase, the registered capital of Wuxi Shennan is still 780 million yuan, and the company still holds 100% of its equity.
This capital increase does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. This capital increase is within the authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Raised funds
With the approval of the reply on approving Shennan Circuits Co.Ltd(002916) non-public shares issued by China Securities Regulatory Commission (zjxk [2021] No. 4151), the company issued 23694480 RMB ordinary shares in a non-public manner, raising a total of 254999937.60 yuan, deducting 20335154.66 yuan of issuance related expenses (excluding tax), The net amount of funds actually raised was 2529664782.94 yuan. The availability of the above raised funds has been verified by Lixin Certified Public Accountants (special general partnership) and issued the Shennan Circuits Co.Ltd(002916) capital verification report (Xin Kuai Shi Bao Zi [2022] No. zi10015).
Plan for issuing a shares, the investment projects and use plans of the funds raised by this non-public offering are as follows:
Unit: 10000 yuan
Serial number project name implementation subject project to be used
Total investment funds raised
1. IC carrier product manufacturing project for high-order flip chip Wuxi Shennan 201627.00 180000.00
2 supplementary working capital Shennan Circuits Co.Ltd(002916) 75000.00 75000.00
Total 276627.00 255000.00
2、 Management and deposit of raised funds
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations have formulated the management system of raised funds and adopted the special account storage system for raised funds.
According to the requirements of the regulatory authority, the use of raised funds needs to be supervised according to the project implementation subject. The company establishes a special supervision account according to the project implementation subject, as follows:
Serial account opening entity: special account for raised funds in the Bank of deposit no. of raised funds
1 Shennan Circuits Co.Ltd(002916) Bank Of China Limited(601988) IC carrier product manufacturing project of Shenzhen Shangbu sub branch 749775530847 for high-order flip chip
2 Shennan Circuits Co.Ltd(002916) China Agricultural Bank Of China Limited(601288) Shenzhen Central District Branch 4105000040057114 supplementary working capital bank
3、 Overview of capital increase of wholly-owned subsidiaries with raised funds
In order to ensure the smooth implementation of the raised investment project, Shennan Circuits Co.Ltd(002916) plans to transfer the raised funds to the project implementation subject in the form of capital increase.
(I) capital increase plan
The company increased the capital of Wuxi Shennan with the raised capital of 180 million yuan, all of which were included in the capital reserve. After the capital increase, the registered capital of Wuxi Shennan is still 780 million yuan, and the company still holds 100% of its equity. (II) basic information of capital increase objects
1. Company name: Wuxi Shennan Circuits Co.Ltd(002916) Co., Ltd
2. Date of establishment: August 27, 2012
3. Registered address: No. 18, Changjiang East Road, Xinwu District, Wuxi
4. Registered capital: 780 million yuan
5. Legal representative: Yang Zhicheng
6. Business scope: production, processing and sales of module packaging products, electronic assembly, printed circuit board, communication technology products, communication equipment, microelectronics and components, chemical analysis instruments, industrial automation equipment, office automation equipment, photoelectric technology equipment and high-end household appliances; Development and sales of computers and software; Self operated import and export of various commodities and technologies (except for commodities and technologies restricted or prohibited by the state); Photographic sector making; Research and development, technical services, technical consulting, technology transfer and certification consulting services of printed circuit boards; Leasing services for self owned machinery and equipment (excluding financial leasing). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
7. Shareholders: Shennan Circuits Co.Ltd(002916) holds 100% of its equity.
8. Main financial data of the latest year and period:
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 437831.47 504051.29
Owner’s equity 165650.78 195459.29
Project 2020 January September 2021
Operating income 364845.74 334355.81
Net profit 34753.05 29635.09
Note: the main financial data of the last year have been audited; The main financial data of the latest period has not been audited.
4、 Purpose of this capital increase and its impact on the company
The use of raised funds to increase capital to wholly-owned subsidiaries is based on the construction needs of the implementation subject of relevant raised investment projects, which is conducive to the smooth implementation of raised investment projects. The use mode and purpose of raised funds are in line with the company’s development strategy and the provisions of relevant laws and regulations, and in line with the interests of the company and all shareholders.
5、 Implemented decision-making procedures and relevant opinions
(I) deliberations of the board of directors
On February 21, 2022, the 13th meeting of the third board of directors of the company deliberated and approved the proposal on using the raised funds to increase the capital of wholly-owned subsidiaries, and agreed that the company would use the raised funds of 180 million yuan to increase the capital of Wuxi Shennan.
(II) deliberation of the board of supervisors
On February 21, 2022, the ninth meeting of the third board of supervisors of the company deliberated and approved the proposal on using the raised funds to increase the capital of wholly-owned subsidiaries, and agreed that the company would use the raised funds of 180 million yuan to increase the capital of Wuxi Shennan.
(III) opinions of independent directors
After verification, the use of the raised funds to increase capital to Wuxi Shennan, a wholly-owned subsidiary, is based on the construction needs of the implementation subject of the relevant raised investment projects, which is conducive to the smooth implementation of the raised investment projects. The use and purpose of the raised funds are in line with the company’s development strategy and the provisions of relevant laws and regulations, and in line with the interests of the company and all shareholders. Therefore, it is agreed that the company will use the raised funds to increase its capital to Wuxi Shennan, a wholly-owned subsidiary.
(IV) opinions of the recommendation institution
After verification, the sponsor believes that the company’s capital increase from the raised funds to Wuxi Shennan, a wholly-owned subsidiary, complies with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange Relevant provisions such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the necessary legal procedures have been performed, which meets the development needs of the company, does not affect the normal implementation of investment projects with raised funds, and there is no situation of changing the investment direction of raised funds and damaging the interests of shareholders. The recommendation institution has no objection to Shennan Circuits Co.Ltd(002916) using the raised funds to increase the capital to Wuxi Shennan, a wholly-owned subsidiary, to implement the raised investment project.
6、 Documents for future reference
1. Resolutions of the 13th meeting of the third board of directors of the company;
2. Resolutions of the ninth meeting of the third board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the 13th meeting of the third board of directors;
4. Guotai Junan Securities Co.Ltd(601211) . Verification opinions of AVIC Securities Co., Ltd. on the company’s use of raised funds to increase the capital of wholly-owned subsidiaries.
It is hereby announced.
Shennan Circuits Co.Ltd(002916) board of directors
February 22, 2002
