Securities code: Shandong Weida Machinery Co.Ltd(002026) securities abbreviation: Shandong Weida Machinery Co.Ltd(002026) Announcement No.: 2022028 Shandong Weida Machinery Co.Ltd(002026)
Announcement on using the raised funds to replace the funds invested in the raised projects in advance
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Shandong Weida Machinery Co.Ltd(002026) (hereinafter referred to as "the company" or " Shandong Weida Machinery Co.Ltd(002026) ") held the second interim meeting of the ninth board of directors and the second interim meeting of the ninth board of supervisors on March 7, 2022, deliberated and adopted the proposal on using raised funds to replace the funds invested in raised projects in advance, It is agreed that the company will use the raised funds of 4734831924 yuan to replace the self raised funds invested in the raised projects in advance. Relevant matters are hereby announced as follows:
1、 Basic information of the raised funds
With the approval of the reply on approving Shandong Weida Machinery Co.Ltd(002026) non-public Development Bank shares (zjxk [2021] No. 3143) issued by the China Securities Regulatory Commission, the company has completed the non-public offering of 17500165 RMB ordinary shares, with an issue price of 9.08 yuan per share and a total raised capital of 15890149820 yuan, After deducting the total issuance expenses related to the raised funds of 38 Shanghai Pudong Development Bank Co.Ltd(600000) 0 yuan, the net amount of the actually raised funds is 15504149820 yuan. The availability of such raised funds has been verified by ShineWing Certified Public Accountants (special general partnership) and issued xyzh / 2021xaaa40586 capital verification report. The company has adopted special account storage management for the raised funds, and has signed the tripartite supervision agreement on raised funds with the sponsor and the bank storing the raised funds.
As of March 2, 2022, the company has invested 1.4385 million yuan (excluding its own funds invested), 70 million yuan in cash management with temporarily idle raised funds, and the balance of raised funds is 837404 million yuan (including interest of 15500 yuan and financial income of 122100 yuan), All funds shall be deposited in the special account for raised funds of the company. 2、 Implementation of replacement of early investment with raised funds
According to the company's plan for non-public offering of shares in 2020 (the second revision), the net amount of funds raised after deducting the issuance expenses from the funds raised in this non-public offering will be used for the following items:
Project name total investment (10000 yuan) proposed investment amount of raised funds (10000 yuan)
Expand the automatic assembly workshop of intelligent new energy energy storage power supply 18996871489066
R & D center of new energy storage
Total 20096361589015
Before the funds raised from this non-public offering are in place, the company will invest its own funds first according to the actual situation of the project progress, and replace them after the raised funds are in place. If the net amount of funds raised this time is less than the total amount of funds to be invested in the above projects, the company will adjust and finally decide the priority of the investment of the raised funds and the specific investment amount of each project according to the actual amount of funds raised and the priorities of the projects. The insufficient part of the raised funds will be solved by the company with its own funds.
As of February 20, 2022, the actual investment amount of the raised investment project invested in advance by the company with self raised funds is 4734831924 yuan. According to the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, the company plans to use the raised funds of 4734831924 yuan to replace the self raised funds invested in the raised projects in advance. The specific conditions are as follows:
Unit: Yuan
Project name total investment raised funds promise to invest the replacement amount in advance
Investment amount self raised fund amount
Expand intelligent new energy energy storage power supply 1899687 Shahe Industrial Co.Ltd(000014) 89066 Shenzhen Textile (Holdings) Co.Ltd(000045) 016310284501631028
Automatic assembly workshop
New energy energy storage power R & D center 109949 Citic Offshore Helicopter Co.Ltd(000099) 949 Shenzhen Universe (Group) Co.Ltd(000023) 3200896233200896
Total 20096360 Shijiazhuang Changshan Beiming Technology Co.Ltd(000158) 9015000047348319244734831924
Note: the replacement amount in this period includes 129999300 yuan of land and construction deposit. The above expenses will be returned to the special account for raised funds after the expiration of the guarantee period. ShineWing Certified Public Accountants (special general partnership) conducted a special audit on the above situation of pre invested projects with self raised funds, and issued xyzh / 2022xaa40046 special explanation and verification report on Shandong Weida Machinery Co.Ltd(002026) replacing pre invested project funds with raised funds.
The replacement time of the company's raised funds this time is less than 6 months from the arrival time of the raised funds, which complies with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the replacement behavior of the company's raised funds this time does not conflict with the implementation plan of the raised investment project and will not affect the normal implementation of the raised investment project, There is no case of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders.
3、 Approval procedures and relevant opinions for this replacement
1. Deliberations of the board of directors
The company held the second interim meeting of the ninth board of directors on March 7, 2022, deliberated and approved the proposal on using the raised funds to replace the funds invested in the raised projects in advance, and agreed to use the raised funds of 4734831924 yuan to replace the self raised funds invested in the raised projects in advance.
2. Independent opinions of independent directors
The company used the raised funds to replace the self raised funds of 4734831924 yuan invested in the investment projects of raised funds in advance, which is in line with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies Relevant regulations and normative documents such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board. The use of the company's raised funds does not conflict with the implementation plan of the investment projects invested by the raised funds, does not affect the normal progress of the projects invested by the raised funds, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders. Therefore, we unanimously agree that the company will use the raised funds to replace the funds invested in the raised projects in advance.
3. Deliberation of the board of supervisors
The company held the second interim meeting of the ninth board of supervisors on March 7, 2022, and deliberated and adopted the proposal on using the raised funds to replace the funds invested in the raised projects in advance. The board of supervisors believes that the matters and deliberation procedures of the company's use of raised funds to replace the self raised funds invested in the raised investment projects in advance comply with the relevant laws and regulations, normative documents and the articles of association, such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and do not conflict with the implementation of the raised funds projects of the company, It will not affect the normal progress of the company's investment projects with raised funds, and there is no situation of changing the purpose of the raised funds in a disguised form and damaging the interests of all shareholders. It is agreed that the company will use the raised funds to replace the funds invested in the project in advance.
4. Opinions of the sponsor
After verification, the sponsor Sinolink Securities Co.Ltd(600109) believes that the company's use of the raised funds of 473483 million yuan to replace the self raised funds invested in the projects raised in advance has been deliberated and approved at the second interim meeting of the ninth board of directors and the second interim meeting of the ninth board of supervisors, and the board of supervisors and independent directors of the company have expressed their explicit consent, ShineWing Certified Public Accountants (special general partnership) has also conducted special audit and performed necessary legal procedures, which comply with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of Shenzhen Stock Exchange Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board and other relevant provisions. The use of the raised funds does not change the investment direction of the raised funds or damage the interests of shareholders. Sinolink Securities Co.Ltd(600109) has no objection to Shandong Weida Machinery Co.Ltd(002026) the use of the raised funds to replace the self raised funds of the pre invested raised projects.
5. Assurance conclusion of accounting firm
The company's self raised funds of the project invested in advance with raised funds have been verified by ShineWing Certified Public Accountants (special general partnership) and issued xyzh / 2022xaa40046 special explanation and verification report on Shandong Weida Machinery Co.Ltd(002026) replacing the funds invested in the project invested in advance with raised funds.
4、 Documents for future reference
1. Resolutions of the second interim meeting of the ninth board of directors of the company;
2. Resolutions of the second interim meeting of the ninth board of supervisors of the company;
3. Independent opinions of the company's independent directors on matters related to the second interim meeting of the ninth board of directors;
4. Special assurance report issued by ShineWing Certified Public Accountants (special general partnership);
5. Verification opinions issued by the recommendation institution Sinolink Securities Co.Ltd(600109) of the company.
It is hereby announced.
Shandong Weida Machinery Co.Ltd(002026) board of directors
March 8, 2022
