Securities code: 301229 securities abbreviation: neutag Announcement No.: 2022007
Jiangsu newtage Technology Co., Ltd
The bank acceptance bill is used to pay the funds required for the investment project of the raised funds and replace them with the raised funds in the same amount
Announcement of
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.
Jiangsu newtage Technology Co., Ltd. (hereinafter referred to as "the company") held the 12th meeting of the second board of directors on March 4, 2022, deliberated and adopted the proposal on using bank acceptance bills to pay the funds required for investment projects with raised funds and replace them with the raised funds in the same amount. In order to accelerate the turnover of bills, reduce the use cost of funds and improve the use efficiency of raised funds, the company plans to use bank acceptance bills to pay the funds required for the investment projects of raised funds and replace them with the raised funds in the same amount. The relevant matters are announced as follows:
1、 Basic information of raised funds
With the approval of China Securities Regulatory Commission on the approval of registration of initial public offering shares of Jiangsu newtage Technology Co., Ltd. (zjxk [2022] No. 118), newtage publicly issued 20000000 RMB common shares (A shares) to the public, with a par value of 1 yuan per share and an issue price of 20.28 yuan per share, The total amount of raised funds is 405 Shanghai Pudong Development Bank Co.Ltd(600000) 00 yuan. After deducting the issuance expenses of 8592569328 yuan, the net amount of raised funds is 31967430672 yuan. All the above raised funds have been in place on February 17, 2022, and Tianjian Certified Public Accountants (special general partnership) has conducted capital verification and issued capital verification report (tianjianyan [2022] No. 56). The company has deposited the above raised funds in the special account for raised funds.
2、 The operation process of using bank acceptance bills to pay the funds required by the raised funds for investment projects and replacing the matters with the raised funds in the same amount
In order to improve the efficiency of fund use and reduce the cost of fund use, the company plans to use the bank acceptance bill to pay the fund of the raised investment project according to the actual situation during the implementation of the raised investment project. In order to further strengthen the use management of raised funds and ensure that bank acceptance bills are used for raised investment projects, the company has formulated relevant operation procedures, which are as follows: 1. According to the requirements of raised investment projects (including but not limited to project funds, equipment purchase funds, etc.), The purchase department and other relevant departments of the company shall determine the payment that can be paid by bank acceptance bill (or endorsement transfer payment) when signing the contract, and specify the payment method in the purchase contract.
2. When handling the bank acceptance bill business, the purchasing department and relevant departments responsible for project construction shall fill in the payment application form, indicate the payment method according to the contract terms, and review it level by level according to the fund use approval procedure specified by the company. After passing the review, the financial department shall handle the bank acceptance bill payment (or endorsement transfer payment) according to the approved payment application form.
3. The financial department shall prepare the detailed statement of payment of bank acceptance bills of raised investment projects on a monthly basis and copy it to the sponsor representative. After the approval of the sponsor representative and the approval of the chief financial officer and the general manager, the finance department shall submit a written replacement application for the raised funds equal to the bank acceptance bill to the special deposit bank of the raised funds.
4. When the bank acceptance bill paid by non endorsement transfer is due, the company will pay with its own funds and will no longer use any funds in the raised funds account.
5. The recommendation institution and the recommendation representative have the right to supervise the company's use of bank acceptance bills to pay the funds of raised investment projects by means of on-site inspection and written inquiry. The company and the storage bank of the special account for raised funds shall cooperate with the recommendation institution's investigation and inquiry.
3、 Impact on the company
The company's use of bank acceptance bills to pay for the funds in the raised investment projects and the equal replacement of the raised funds is conducive to accelerating the turnover of bills, reducing the use cost of funds and improving the use efficiency of raised funds, which is in line with the interests of the company and all shareholders, does not affect the normal implementation of the company's raised investment projects and is in line with the use plan of raised funds, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders.
4、 Review procedures used and relevant opinions
1. Deliberations of the board of directors
The company held the 12th meeting of the second board of directors on March 4, 2022, deliberated and approved the proposal on using bank acceptance bills to pay the funds required for the investment projects with raised funds and replace them with the raised funds in equal amount. All independent directors of the company expressed their independent opinions on the proposal. This matter is within the decision-making authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2. Deliberation of the board of supervisors
The company held the sixth meeting of the second board of supervisors on March 4, 2022, and deliberated and adopted the proposal on using bank acceptance bills to pay the funds required for investment projects with raised funds and replace them with the raised funds in equal amount. The board of supervisors believes that the use of bank acceptance bills to pay the funds required for the investment projects with raised funds and the replacement of the same amount of raised funds has fulfilled the necessary decision-making procedures and formulated specific operation procedures, which is conducive to improving the use efficiency of raised funds. The implementation of this matter will not affect the normal progress of the investment projects with raised funds, There is no disguised change in the purpose of the raised funds and damage to the interests of shareholders, which is in line with the interests of the company and shareholders. The board of supervisors unanimously agreed to the proposal that the company use bank acceptance bills to pay the funds required for the investment projects of the raised funds and replace them with the raised funds in the same amount.
3. Opinions of independent directors
The company uses the bank acceptance bill to pay the funds required for the investment project of the raised funds and replaces them with the raised funds in equal amount, which is conducive to improving the use efficiency of the raised funds, reducing the use cost of the company's funds, does not affect the normal progress of the raised investment project, does not change the use of the raised funds in a disguised manner, and does not damage the interests of the company and all shareholders, especially the minority shareholders. The company has fulfilled the necessary decision-making procedures and established a standardized operation process. Therefore, all independent directors agree to the proposal that the company use bank acceptance bills to pay the funds required for the investment projects with raised funds and replace them with the raised funds in equal amount.
4. Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's use of bank acceptance bills to pay for the raised investment project funds and the replacement of the raised funds in the same amount has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their consent and performed the necessary legal procedures. The implementation of the above matters will not affect the normal progress of the investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised form and damaging the interests of shareholders, It complies with the provisions of relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies. In conclusion, the recommendation institution has no objection to the company's use of bank acceptance bill to pay the funds required for the raised investment project and replace it with the raised funds in the same amount.
5、 Documents for future reference
1. Resolution on the 12th meeting of the second board of directors of Jiangsu newtage Technology Co., Ltd; 2. Resolution on the sixth meeting of the second board of supervisors of Jiangsu newtage Technology Co., Ltd;
3. Independent opinions of independent directors on matters related to the 12th meeting of the second board of directors;
4. Huatai United Securities Co., Ltd. issued the verification opinions of Huatai United Securities Co., Ltd. on Jiangsu newtager Technology Co., Ltd. using bank acceptance bills to pay the funds required for the investment projects with raised funds and replacing them with the raised funds in the same amount.
It is hereby announced.
Board of directors of Jiangsu newtage Technology Co., Ltd. March 4, 2022
