Securities code: Nanjing Julong Science & Technology Co.Ltd(300644) securities abbreviation: Nanjing Julong Science & Technology Co.Ltd(300644) Announcement No.: 2022014 Nanjing Anhui Julong Transmission Technology Co.Ltd(300475) Co., Ltd
Announcement on changing the implementation mode of some investment projects with raised funds and adjusting the total investment
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.
Nanjing Anhui Julong Transmission Technology Co.Ltd(300475) Co., Ltd. (hereinafter referred to as “the company”) held the fifth meeting of the Fifth Board of directors and the fifth meeting of the Fifth Board of supervisors on March 2, 2022, and deliberated and adopted the proposal on changing the implementation mode of some investment projects with raised funds and adjusting the total investment, The implementation method of the 4th raised capital investment project “technology R & D center construction project” will be changed and the total investment will be adjusted.
In accordance with the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, and the company’s raised funds management system, this matter needs to be submitted to the general meeting of shareholders for deliberation.
The relevant information is hereby announced as follows:
1、 Basic information of raised funds and investment projects of raised funds
1. Basic information of raised funds
Approved by the reply on Approving the initial public offering of shares by Nanjing Anhui Julong Transmission Technology Co.Ltd(300475) Co., Ltd. (zjxk [2018] No. 164) of China Securities Regulatory Commission and approved by Shenzhen Stock Exchange, the company issued 16 million RMB common shares (A shares) to the public by means of “direct pricing”, The issue price is 18.03 yuan per share, and the total raised capital is 28848000000 yuan. After deducting the issue cost of 3584603774 yuan, the actual net raised capital is 25263396226 yuan. The above raised funds were in place on February 1, 2018 and verified by the capital verification report “Tianheng Yanzi (2018) No. 00010” issued by Tianheng Certified Public Accountants (special general partnership).
The company and its sponsor Huatai United Securities Co., Ltd. and Debon Securities Co., Ltd. jointly signed the tripartite supervision agreement on raised funds with China Citic Bank Corporation Limited(601998) Nanjing Branch, China Merchants Bank Co.Ltd(600036) Nanjing Branch Chengbei sub branch, Bank Of Hangzhou Co.Ltd(600926) Nanjing Software Avenue sub branch, Industrial Bank Co.Ltd(601166) Nanjing Pukou sub branch where the special account for raised funds is located.
2. Basic information of investment projects with raised funds
According to the company’s prospectus on initial public offering and listing on GEM, the raised funds are used for the following projects:
Unit: 10000 yuan
No. project name total investment raised capital investment amount
1 high performance nylon composite for rail transit and automobile 1487150824116
Material production line construction project
2 polypropylene new functional material for automobile lightweight 1764271977685
Production line construction project
3. Intelligent production upgrading and transformation project 544500435600
4. Construction project of technology R & D center 5214 Shenzhen Easttop Supply Chain Management Co.Ltd(002889) 38
Total 43173212526339
Up to now, the 4th raised investment project “technology R & D center construction project” has used the raised funds of 157534 million yuan for the purchase of R & D equipment.
3. Chapter 4 previous adjustments of raised investment projects
The company held the 14th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors on January 14, 2020, deliberated and passed the proposal on the extension of some investment projects with raised funds, and agreed to adjust the date when the “construction project of technology R & D center” reaches the expected usable state to December 31, 2020. The company held the 22nd Meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors on January 11, 2021, deliberated and adopted the proposal on the extension of some investment projects with raised funds, and agreed to adjust the date when the “construction project of technology R & D center” reaches the expected usable state to December 31, 2021.
The company held the fourth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors on January 12, 2022, deliberated and passed the proposal on the extension of some investment projects with raised funds, and agreed to adjust the date when the “construction project of technology R & D center” reaches the expected usable state to December 31, 2022. 2、 Details of changes and adjustments of investment projects with raised funds
The original construction content of the company’s fourth raised capital investment project “technology R & D center construction project” mainly includes two parts: R & D building construction and R & D equipment purchase. This time, all the construction content will be changed to R & D equipment purchase, and the new R & D building will be adjusted to share the company’s existing office building. According to the preliminary calculation of the company, the impact of the implementation mode adjustment on the adjustment of the total investment of the project is as follows:
Unit: 10000 yuan
Project name adjustment before adjustment
Total investment to use raised funds total investment to use raised funds
In technology R & D, the construction of R & D site 2442 Shenzhen Easttop Supply Chain Management Co.Ltd(002889) 38 0 288938 core construction project equipment purchase cost 277200319200
Total 5214 Shenzhen Easttop Supply Chain Management Co.Ltd(002889) 383192 Shenzhen Easttop Supply Chain Management Co.Ltd(002889) 38
3、 The impact of the postponement of the investment project with raised funds on the company’s operation
After this adjustment and change, the company can promote the implementation of investment projects with raised funds faster, realize intensive land use, save project construction funds, use the raised funds more effectively, reduce the depreciation of fixed assets brought by new buildings and improve the use efficiency of original fixed assets.
The change of some investment projects of raised funds only involves the change of implementation mode, and does not change the investment direction and implementation subject of raised funds. This adjustment will not have an adverse impact on the implementation of relevant investment projects with raised funds, and there is no case of damaging the interests of shareholders by changing the purpose of raised funds in a disguised manner. It meets the requirements of relevant provisions such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, etc, In line with the interests of the company and all shareholders.
4、 Relevant review and approval procedures
1. Deliberations of the board of directors
The fifth meeting of the 5th board of directors of the company deliberated and approved the proposal on changing the implementation mode of some raised capital investment projects and adjusting the total investment. After review, the board of directors agreed that the company would change the construction content of the 4th raised capital investment project “technology R & D center construction project” to the purchase of R & D equipment, The new R & D building will be adjusted to share the existing office building of the company, and the total investment will be adjusted from 52.14 million yuan to 31.92 million yuan.
2. Deliberation of the board of supervisors
The fifth meeting of the 5th board of supervisors of the company deliberated and approved the proposal on changing the implementation mode of some raised capital investment projects and adjusting the total investment. After review, the board of supervisors believed that the change of the implementation mode of some raised capital investment projects and adjusting the total investment was a prudent decision made by the company according to the actual situation, It can accelerate the implementation progress of the investment project with raised funds, realize intensive land use, save project construction funds, use the raised funds more effectively, reduce the depreciation of fixed assets brought by the new building, and improve the use efficiency of the original fixed assets. This adjustment will not have an adverse impact on the implementation of relevant investment projects with raised funds, and there is no case of damaging the interests of shareholders by changing the purpose of raised funds in a disguised manner. It meets the requirements of relevant provisions such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, etc, In line with the interests of the company and all shareholders. 3. Opinions of independent directors
After reviewing the proposal on changing the implementation method of some raised capital investment projects and adjusting the total investment, we believe that the company’s change of the implementation method of some raised capital investment projects and adjusting the total investment is a prudent decision made by the company according to the actual situation. After this adjustment and change, the company can promote the implementation of raised capital investment projects faster, Realize intensive land use, save project construction funds, use the raised funds more effectively, reduce the depreciation of fixed assets brought by new buildings, improve the use efficiency of original fixed assets, and do not change the investment direction and implementation subject of the raised funds. This adjustment will not have an adverse impact on the implementation of relevant investment projects with raised funds, and there is no case of damaging the interests of shareholders by changing the purpose of raised funds in a disguised manner. It meets the requirements of relevant provisions such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, etc, In line with the interests of the company and all shareholders. Therefore, we agree that the company will change the implementation method of some investment projects with raised funds and adjust the total investment, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4. Opinions of the sponsor
After verification, Debon Securities Co., Ltd. and Huatai United Securities Co., Ltd. believe that Nanjing Julong Science & Technology Co.Ltd(300644) this change in the implementation mode of some raised capital investment projects and the adjustment of the total investment have been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their independent opinions with explicit consent and will be submitted to the general meeting of shareholders for deliberation, The necessary legal review procedures have been fulfilled. The adjustment of the raised funds is made by the company according to the objective needs of the implementation of the investment projects with raised funds, which is in line with the company’s business development plan and does not damage the interests of the company and shareholders.
The above-mentioned changes in the implementation mode of some raised investment projects and the adjustment of the total investment of some raised investment projects need to be submitted to the general meeting of shareholders of the company for deliberation and approval.
5、 Documents for future reference
(I) resolution of the 5th meeting of the 5th board of directors of Nanjing Anhui Julong Transmission Technology Co.Ltd(300475) Co., Ltd;
(II) resolution of the 5th meeting of the 5th board of supervisors of Nanjing Anhui Julong Transmission Technology Co.Ltd(300475) Co., Ltd;
(III) independent opinions of independent directors on relevant matters of the fifth meeting of the Fifth Board of directors of the company;
(IV) verification opinions of the recommendation institution.
It is hereby announced.
Board of directors of Nanjing Anhui Julong Transmission Technology Co.Ltd(300475) Co., Ltd
March 2, 2022
