Securities code: 301229 securities abbreviation: neutag Announcement No.: 2022005
Jiangsu newtage Technology Co., Ltd
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.
Jiangsu newtage Technology Co., Ltd. (hereinafter referred to as “the company”) was called on March 4, 2022
The Twelfth Meeting of the second board of directors and the sixth meeting of the second board of supervisors deliberated and adopted the proposal on increasing the capital of wholly-owned subsidiaries with raised funds, and agreed that the company would use the raised funds of 2255294 million yuan to increase the capital of the wholly-owned subsidiary Jiangsu Maier Auto Parts Co., Ltd. (hereinafter referred to as “Jiangsu Maier”), It is used for the construction and implementation of the fund-raising investment projects “Jiangsu Mayer auto aluminum casting parts new product development and production project” and “Jiangsu Mayer auto parts production project with an annual processing capacity of 40 million sets”.
This capital increase does not involve the change of the use purpose of the raised funds, nor the change of the implementation subject or implementation method of the investment projects invested by the raised funds. According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, this capital increase is within the authority of the board of directors and does not need to be submitted to the general meeting of shareholders for approval. This capital increase does not constitute related party transactions and major asset restructuring of listed companies as stipulated in the administrative measures for major asset restructuring of listed companies. Relevant matters are hereby announced as follows: I. Basic information of raised funds
The registration was approved by the China Securities Regulatory Commission in the reply on Approving the registration of initial public offering of shares by Jiangsu newtage Technology Co., Ltd. (zjxk [2022] No. 118)
20000000 ordinary shares (A shares) in RMB will be publicly issued, with a par value of 1 yuan per share
The price of the bank is 20.28 yuan, and the total amount of funds raised is 405 Shanghai Pudong Development Bank Co.Ltd(600000) 00 yuan. After deducting the issuance fee of 8592569328 yuan, the net amount of funds raised is 31967430672 yuan. The above raised funds
All the gold has been in place on February 17, 2022, and Tianjian Certified Public Accountants (special general partnership) has conducted inspection
And issued the capital verification report (tjy [2022] No. 56).
The company has deposited the above raised funds in the special account for raised funds. And signed the tripartite supervision agreement on raised funds and the quadripartite supervision agreement on raised funds with the sponsor and the commercial bank storing the raised funds to manage the deposit and use of the raised funds.
According to the company’s prospectus for initial public offering and listing on GEM, the investment projects of the funds raised by this public offering and the amount of the funds raised to be used are as follows (unit: 10000 yuan)
The number of the proposed raised funds and the total investment of the project invested by the raised funds
Input amount
Jiangsu Maier automobile aluminum casting parts new product development
11315334 production project
Jiangsu Maier processes 40 million sets of auto parts per year
2 939959 parts production project
3. Supplementary working capital 30 Fawer Automotive Parts Limited Company(000030) 0000
Total 2555294
Note: if the total number is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding. The implementation subjects of the above “Jiangsu Maier automobile aluminum casting parts new product development and production project” and “Jiangsu Maier annual processing 40 million sets of automobile parts production project” are all wholly-owned subsidiaries Jiangsu Maier. In order to facilitate the use and management of the above raised funds, it is proposed to use the raised funds of 2255294 million yuan to increase the capital of Jiangsu Maier. 2、 Subsidiaries of this capital increase
Company name: Jiangsu Maier Auto Parts Co., Ltd
Date of establishment: May 6, 2015
Registered capital: 60 million yuan
Paid in capital: 60 million yuan
Registered at No. 299, Changjiang East Road, Huaiyin District, Huai’an City, Jiangsu Province
The main production and operation place is No. 299, Changjiang East Road, Huaiyin District, Huai’an City, Jiangsu Province
Shareholder composition and controlling information: the company holds 100% equity
Main business and its relationship with development
Jiangsu Maier is the production base of aluminum die-casting parts, mainly engaged in the main business of automobile suspension and pedestrian
R & D, production and sales of damping support and other automotive aluminum die-casting parts. system
The financial data of Jiangsu Mayer in the latest year and the first period are as follows:
Unit: 10000 yuan
Project: from January to June 2021 to December 31, 2020
Total assets 29428182883641
Net assets 15604291450112
Operating income 13659812319795
Net profit 110317308102
Note: the above financial data have been audited by Tianjian Certified Public Accountants (special general partnership) qualified to engage in Securities and futures business.
3、 Management of raised funds after this capital increase
In accordance with the relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and the relevant provisions of the company’s management system for raised funds, Jiangsu Mayer has established a special account for raised funds, The four party supervision agreement on the raised funds shall be signed with the sponsor, the deposit bank of the raised funds and the company. The capital increase funds will be deposited in the special account for the raised funds for special management. The company will timely perform the obligation of information disclosure in strict accordance with the provisions and requirements of relevant laws according to the progress of relevant matters. 4、 Impact of this capital increase on the company
The investment of the raised funds into the implementation subject of the raised investment project in the form of capital increase is based on the needs of the implementation of the raised investment project, which is conducive to ensuring the smooth implementation of the raised investment project, conforms to the use plan of the raised funds, does not change the investment direction and project construction content of the raised funds, and will not have a substantive impact on the implementation of the project. The capital increase is conducive to improving the use efficiency of the raised funds, Ensure the smooth and steady implementation of the investment projects with raised funds, which is in line with the company’s long-term planning and development strategy. The use of the raised funds to increase the capital of the wholly-owned subsidiary will not change the scope of the company’s consolidated statements, have an adverse impact on the company’s financial status and operating results, and will not damage the interests of the company and all shareholders. The use and purpose of the raised funds comply with the provisions of relevant laws and regulations and the interests of the company and all shareholders. 5、 Review procedures for the implementation of this capital increase
On March 4, 2022, the 12th meeting of the second board of directors held by the company deliberated and approved the proposal on capital increase of wholly-owned subsidiaries with raised funds, and agreed to use the raised funds of 2255294 million yuan to increase the capital of wholly-owned subsidiaries to implement the investment projects with raised funds, It is used for the construction and implementation of the raised investment projects “Jiangsu Mayer automobile aluminum casting parts new product development and production project” and “Jiangsu Mayer automobile parts production project with an annual processing capacity of 40 million sets”. According to the approval authority of the articles of association, this capital increase is within the approval authority of the board of directors and does not need to be deliberated by the general meeting of shareholders. At the same time, the independent directors, the board of supervisors and the sponsor also expressed their consent. 6、 Description of special opinions
（1） Opinions of independent directors
On March 4, 2022, all independent directors of the company expressed their independent opinions on the capital increase, and believed that the investment of the raised funds into the implementation subject of the raised investment project in the form of capital increase did not change the investment direction and project construction content of the raised funds, and would not have a substantive impact on the project implementation, It is agreed to invest the raised funds in the implementation subject of the raised investment project in the form of capital increase.
（2） Opinions of the board of supervisors
On March 4, 2022, the sixth meeting of the second board of supervisors held by the company deliberated and approved the proposal on increasing the capital of wholly-owned subsidiaries with raised funds, and agreed to use the raised funds of RMB 2255294 million to increase the capital of wholly-owned subsidiaries, It is used for the construction and implementation of the raised investment projects “Jiangsu Mayer automobile aluminum casting parts new product development and production project” and “Jiangsu Mayer automobile parts production project with an annual processing capacity of 40 million sets”. （3） Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the company’s capital increase to subsidiaries with raised funds for investment projects with raised funds has been deliberated and approved by the board of directors, the independent directors and the board of supervisors have expressed their consent, and the necessary internal decision-making procedures have been performed, It complies 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 (revised in 2022), does not affect the normal progress of investment projects with raised funds, and does not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders. In conclusion, the recommendation institution agrees to the company’s use of the raised funds to increase the capital of its subsidiaries.
7、 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. Verification opinions of Huatai United Securities Co., Ltd. on the implementation of raised investment projects by Jiangsu newtage Technology Co., Ltd. with raised funds to increase the capital of its wholly-owned subsidiary.
It is hereby announced.
Board of directors of Jiangsu newtage Technology Co., Ltd. March 4, 2022
