Huatai United Securities Co., Ltd
Verification opinions on Nanjing Anhui Julong Transmission Technology Co.Ltd(300475) Co., Ltd. changing the implementation mode of some investment projects with raised funds and adjusting the total investment
Huatai United Securities Co., Ltd. (hereinafter referred to as the “sponsor”) is the sponsor and continuous supervision organization of Nanjing Anhui Julong Transmission Technology Co.Ltd(300475) Co., Ltd. (hereinafter referred to as the ” Nanjing Julong Science & Technology Co.Ltd(300644) ” or the “company”) for the initial public offering of shares and listing on the gem Relevant provisions such as Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange GEM listed companies standardized operation guidelines (revised in 2020) and Shenzhen Stock Exchange listed companies recommendation guidelines, The company has verified the change of the implementation method of some investment projects with raised funds and the adjustment of the total investment. The details are as follows:
1、 Basic information of raised funds and investment projects with 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, with a total raised capital of 288.48 million yuan. After deducting the issue cost of 35.846 million yuan, the actual net raised capital is 252634 million 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).
All the raised funds have been deposited in the special account for raised funds established by the company, and the company has signed the tripartite supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds. The investment projects of the funds raised by the company’s initial public offering are as follows:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested in raised funds
1 construction project of 1487150824116 high performance nylon composite production line for rail transit and automobile
2. 1764271977685 project of polypropylene new functional material production line for automobile lightweight
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
2、 This time, it is proposed to change the implementation mode of some investment projects with raised funds and adjust the overall situation of total investment
According to the actual situation, the company plans to change the implementation method and total investment of the fourth raised capital investment project “technology R & D center construction project”. The original construction of the project mainly includes the construction of R & D building and the purchase of R & D equipment. At present, 157534 million yuan of raised funds has been used to purchase R & D equipment. The company plans to change the project implementation mode, change all the construction contents to the purchase of R & D equipment, and adjust the new R & D building to share the existing office building of the company.
The adjustment of implementation mode and the total investment of the project are as follows:
Unit: 10000 yuan
After adjustment
Project name and construction content
Total investment to use raised funds total investment to use raised funds
Technology R & D Center 1. R & D site construction 244200-
Construction project 288938 2. 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 changing the implementation mode of some raised funds projects and adjusting the total project investment on the company
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 guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, and the interests of the company and all shareholders.
4、 Relevant decision-making procedures and special opinions
(I) 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, and agreed to change the implementation mode of some raised capital investment projects and adjust the total investment of some raised capital investment projects.
(II) 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, and agreed to change the implementation mode of some raised capital investment projects and adjust the total investment of some raised capital investment projects.
(III) opinions of independent directors
After review, the independent directors of the company believe that the change of the implementation mode of some raised investment projects and the adjustment of the total investment of some raised investment projects meet the actual business needs of the company, which is conducive to improving the use efficiency of raised funds and accelerating the implementation of raised investment projects. There is no damage to the interests of shareholders by changing the investment direction of raised funds in a disguised manner, and it is in line with the principle of maximizing the interests of all shareholders of the company, In line with the company’s development strategy. This change has fulfilled the necessary legal procedures and complies with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines.
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、 Verification opinions of the recommendation institution
The recommendation institution consulted the relevant materials of the board of directors, the board of supervisors and the opinions of independent directors on Nanjing Julong Science & Technology Co.Ltd(300644) changing the implementation mode of some investment projects with raised funds and adjusting the total investment. After verification, the sponsor believes 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. The independent directors have expressed their independent opinions with explicit consent and will submit them to the general meeting of shareholders for deliberation, which has fulfilled the necessary legal deliberation procedures. 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.
In conclusion, the recommendation institution has no objection to Nanjing Julong Science & Technology Co.Ltd(300644) changing the implementation mode of some investment projects with raised funds and adjusting the total investment.
(there is no text below) (this page is the signature and seal page of Huatai United Securities Co., Ltd. on the verification opinions on changing the implementation mode of some raised capital investment projects and adjusting the total investment of Nanjing Anhui Julong Transmission Technology Co.Ltd(300475) Co., Ltd.) (signature of the sponsor representative:
Lu Meiyao, Bian Jianguang
Huatai United Securities Co., Ltd
