Securities code: Wuxi Shangji Automation Co.Ltd(603185) securities abbreviation: Wuxi Shangji Automation Co.Ltd(603185) Announcement No.: 2022028 Wuxi Shangji Automation Co.Ltd(603185)
About the subsidiary’s use of bank acceptance bills to pay the funds required for raised investment projects
Announcement of equal replacement with raised funds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Wuxi Shangji Automation Co.Ltd(603185) (hereinafter referred to as “the company” or ” Wuxi Shangji Automation Co.Ltd(603185) “) held the 41st meeting of the third board of directors on March 8, 2022, deliberated and adopted the proposal on subsidiaries using bank acceptance bills to pay the funds required for raised investment projects and replacing them with the raised funds in equal amount, It is agreed that the subsidiary Hongyuan new material (Baotou) Co., Ltd. (hereinafter referred to as “Hongyuan new material”) will use the bank acceptance bill to pay the funds involved in the investment project of the raised funds and replace it with the raised funds in the same amount. Relevant matters are hereby announced as follows:
1、 Basic information of raised funds
Approved by the reply on approving Wuxi Shangji Automation Co.Ltd(603185) public issuance of convertible corporate bonds (zjxk [2021] No. 3409) of the China Securities Regulatory Commission and approved by the Shanghai Stock Exchange, the company publicly issued 24.7 million convertible corporate bonds with a face value of 100 yuan each and a total amount of 247 million yuan at face value, After deducting the issuance expenses of 2346273584 yuan (excluding tax), the actual net amount of available raised funds is 244653726416 yuan. The availability of the above raised funds has been verified by Dahua Certified Public Accountants (special general partnership) and a capital verification report (dhyz [2022] No. 000129) has been issued. The company has carried out special account storage management for the raised funds, and all the raised funds have been deposited in the special account for the raised funds after they are received. The company has signed a tripartite supervision agreement for the raised funds with the sponsor and the commercial bank storing the raised funds.
2、 The operation process of subsidiaries using bank acceptance bills to pay the funds required by the raised funds for investment projects and replacing them with the raised funds in the same amount
1. The application, approval, payment and other procedures required for the use of bank acceptance bills to pay the funds of raised investment projects must comply with the relevant provisions of the company’s raised funds management system.
2. The finance department shall establish a special account, count the funds of raised investment projects paid by bank acceptance bills one by one, prepare a summary statement on a monthly basis, and copy it to the sponsor representative.
3. The finance department shall make monthly statistics on the raised investment project funds paid (endorsed and transferred) by bank acceptance bills that have not been replaced, prepare the replacement application form, and transfer the funds paid (endorsed and transferred) by bank acceptance bills from the special account for raised funds to the general account of the subsidiary after review and approval according to the relevant approval process for the payment of raised funds, And notify the recommendation institution.
4. If a bank acceptance bill is issued to pay the fund of the raised investment project, the raised funds shall be used to pay the deposit of the bank acceptance bill. When the bill is due for acceptance, the remaining payable funds shall be paid with its own funds after deducting the deposit and interest. The paid deposit of the bank acceptance bill and the payment funds for due acceptance shall be counted on a monthly basis, and a replacement application form shall be made. After review and approval, Transfer the due acceptance funds paid with self owned funds into the general account of the subsidiary in equal amount from the special account for raised funds, and notify the recommendation institution.
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 deposit bank of raised funds shall cooperate with the recommendation institution in its investigation and inquiry.
3、 Impact on the company and its subsidiaries
The use of bank acceptance bills by subsidiaries to pay the funds required for the investment projects of raised funds will help to improve the use efficiency of raised funds, reduce the financial cost of the company and control the risk of contract performance, which is in line with the interests of the company and all shareholders, will not affect the normal progress of the investment projects of raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders.
4、 Opinions of the company’s independent directors, the board of supervisors and the recommendation institution
(I) opinions of independent directors
According to the implementation arrangement of the company’s fund-raising investment projects, the subsidiary Hongyuan new material plans to use the bank acceptance bill to pay the funds required in the fund-raising investment projects, and regularly transfer the same amount of funds from the special account for fund-raising to other accounts of the company. The subsidiary Hongyuan new material used the bank acceptance bill to pay the funds required in the investment project of raised funds this time, taking the real transaction as the background, did not violate the relevant provisions on the use of bank bills, and such payment arrangements did not conflict with the implementation plan of the investment project of raised funds, which did not affect the normal progress of the investment project of raised funds, There is no disguised change in the investment direction of raised funds and damage to the interests of shareholders, which is in line with the strategic development needs of the company.
The relevant approval procedures of this payment arrangement of the company comply with the relevant provisions of laws and regulations and the articles of association, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and other relevant provisions.
To sum up, we agree with the overall arrangement that the subsidiary will use the bank acceptance bill to pay the funds required for the investment projects with raised funds, and regularly transfer the same amount of funds from the special account for raised funds to other accounts of the company.
(II) opinions of the board of supervisors
This time, Hongyuan new material used the bank acceptance bill to pay the funds required for the raised investment project and replaced the raised funds in the same amount. Taking the real transaction as the background, it did not violate the relevant provisions on the use of bank bills, and the relevant approval procedures also complied with the relevant provisions of laws, regulations and the articles of association. At the same time, these payment arrangements are in line with the implementation plan of the investment projects with raised funds. The above funds paid with bank acceptance bills are used for the investment projects with raised funds, which 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 manner or damaging the interests of shareholders.
In conclusion, the board of supervisors agreed to the overall arrangement for the subsidiary to use the bank acceptance bill to pay the funds required in the investment projects of raised funds, and regularly transfer the same amount of funds from the special account of raised funds to other accounts of the company. （3） Opinions of the sponsor
Wuxi Shangji Automation Co.Ltd(603185) as for the issue that the subsidiaries use bank acceptance bills to pay the funds required for the raised investment projects and replace them with the raised funds in the same amount, it has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued independent opinions with explicit consent, performed the necessary deliberation procedures, and complied with the provisions of relevant laws, regulations and normative documents.
To sum up, the sponsor has no objection to Wuxi Shangji Automation Co.Ltd(603185) subsidiary’s use of bank acceptance bill to pay the funds required for the raised investment project and equal replacement with the raised funds.
5、 Documents for future reference
1. Resolution of the 41st meeting of Wuxi Shangji Automation Co.Ltd(603185) the third board of directors; 2. Resolution of the 27th meeting of Wuxi Shangji Automation Co.Ltd(603185) the third board of supervisors; 3. Independent opinions of Wuxi Shangji Automation Co.Ltd(603185) independent directors on matters related to the 41st meeting of the third board of directors;
4. Verification opinions of Wuxi Shangji Automation Co.Ltd(603185) board of supervisors on relevant matters of the 27th meeting of the third board of supervisors;
5. Verification opinions of Sinolink Securities Co.Ltd(600109) on Wuxi Shangji Automation Co.Ltd(603185) subsidiary using bank acceptance bill to pay the funds required for the raised investment project and replace it with the raised funds in the same amount.
It is hereby announced.
Wuxi Shangji Automation Co.Ltd(603185) board of directors March 9, 2022
