Securities code: Wuxi Shangji Automation Co.Ltd(603185) securities abbreviation: Wuxi Shangji Automation Co.Ltd(603185) Announcement No.: 2022025 Wuxi Shangji Automation Co.Ltd(603185)
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. Important content tips:
● Wuxi Shangji Automation Co.Ltd(603185) (hereinafter referred to as "the company" or " Wuxi Shangji Automation Co.Ltd(603185) ") used the raised funds to replace the self raised funds invested in the investment projects with raised funds in advance, with an amount of RMB 1327597600. Comply with the provisions on replacement within 6 months after the arrival of the raised funds.
1、 Relevant 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 RMB 100 each and a total amount of RMB 247 million 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、 Investment projects committed to raising funds in issuance application documents
According to the investment projects of the raised funds disclosed in the prospectus for Wuxi Shangji Automation Co.Ltd(603185) public offering of A-share convertible corporate bonds, the total amount of the raised funds for this public offering of convertible corporate bonds shall not exceed RMB 2470 million (including RMB 2470 million), which shall be used for "Baotou annual output of 10GW monocrystalline silicon crystal drawing and supporting production project" after deducting the issuance expenses, The details are as follows:
Unit: RMB 10000
No. total investment of construction content proposed investment amount of raised funds
1 Baotou annual output of 10GW monocrystalline silicon crystal drawing and supporting production 3502802624700000 project
Total 3502802624700000
3、 Advance investment of self raised funds into projects invested with raised funds
In order to smoothly promote the implementation of the raised investment project, the company invested the raised investment project in advance with self raised funds according to the actual situation of the project progress before the arrival of the raised funds, and according to the authentication report of Wuxi Shangji Automation Co.Ltd(603185) invested projects with self raised funds in advance issued by Dahua Certified Public Accountants (special general partnership) (Dahua He Zi [2022] Huaiji Dengyun Auto-Parts (Holding) Co.Ltd(002715) ), As of March 7, 2022, the actual amount of the company's self raised funds invested in the raised investment projects in advance was 1327597600 yuan. The details are as follows:
Unit: RMB
Project Name: it is proposed to use the raised funds to invest the self raised funds to invest the amount of secondary replacement of the raised capital in advance
Amount of investment project
Baotou has an annual output of 10GW
1 monocrystalline silicon crystal drawing and 24700 Ping An Bank Co.Ltd(000001) 32759764756132759764756 supporting production project
Total 24700 Ping An Bank Co.Ltd(000001) 32759764756132759764756
4、 The review and decision-making procedures of the board of directors for replacing the self raised funds invested in advance with the raised funds
On March 8, 2022, the company held the 41st meeting of the third board of directors and the 27th meeting of the third board of supervisors, deliberated and approved the proposal on using raised funds to replace self raised funds invested in raised projects in advance, and agreed to use raised funds to replace self raised funds invested in raised projects in advance of 1327597600 yuan. The independent directors expressed their independent opinions clearly agreeing with the matter. 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 meets the requirements of relevant provisions 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, and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation; The replacement of self raised funds invested in advance by the raised funds does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the investment project with raised funds, and does not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders.
5、 Description of special opinions
(I) opinions of independent directors
In order to ensure the smooth progress of the investment project with raised funds, before the funds raised by the company's public offering of convertible corporate bonds are in place, the company will invest the investment project with raised funds in advance with self raised funds according to the actual situation of the project progress. In order to reduce financial expenses and increase the company's income, the company will use the raised funds to replace the self raised funds invested in the raised projects in advance. We believe that the self raised funds that have been invested in the raised investment projects in advance will be replaced with the raised funds, which is in line with the 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) and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, It does not conflict with the implementation plan of the company's investment projects with raised funds, nor does it change the investment direction of raised funds in a disguised manner and damage the interests of shareholders.
In conclusion, we agree that the company will use the raised funds to replace the self raised funds invested in the raised investment project in advance. (II) opinions of the board of supervisors
Before the funds raised by the company's public offering of convertible corporate bonds are in place, the company will invest the raised funds in advance according to the actual situation of the project progress.
In order to reduce financial expenses and increase the company's income, the company will use the raised funds to replace the self raised funds invested in the raised projects in advance. Such payment arrangements do not conflict with the implementation plan of the investment project with raised funds, do not affect the normal progress of the investment project with raised funds, and do not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders. They comply with the provisions of relevant laws, regulations and normative documents and the strategic development needs of the company.
In conclusion, the board of supervisors agrees that the company will use the raised funds to replace the self raised funds invested in the raised projects in advance. （3） Opinions of the sponsor
The company's use of the raised funds to replace the self raised funds invested in the raised investment project in advance has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors of the company have expressed their explicit consent. Dahua Certified Public Accountants (special general partnership) has conducted a special audit, issued a special assurance report and fulfilled the necessary procedures. At the same time, the replacement time of raised funds is less than 6 months from the arrival time of raised funds, which is in line with the provisions of relevant laws, regulations and normative documents.
In conclusion, the sponsor agrees to use the raised funds to replace the self raised funds invested in the raised investment project in advance.
(IV) opinions of accounting firm
Dahua Certified Public Accountants (special general partnership) issued dahuahe Zi [2022] No. Huaiji Dengyun Auto-Parts (Holding) Co.Ltd(002715) assurance report on Wuxi Shangji Automation Co.Ltd(603185) self raised funds invested in projects with raised funds in advance, It is considered that the "special instructions for pre investment of raised funds in investment projects with self raised funds" prepared by Wuxi Shangji Automation Co.Ltd(603185) company complies with the relevant provisions of the "guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation", In all major aspects, it fairly reflects the situation of Wuxi Shangji Automation Co.Ltd(603185) company's pre investment in the investment projects with raised funds with self raised funds as of March 7, 2022.
6、 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. Authentication report of Wuxi Shangji Automation Co.Ltd(603185) self raised funds invested in the project with raised funds in advance issued by Dahua Certified Public Accountants (special general partnership);
6. Opinions of Sinolink Securities Co.Ltd(600109) on the verification of Wuxi Shangji Automation Co.Ltd(603185) using raised funds to replace self raised funds of projects invested with raised funds in advance.
It is hereby announced.
Wuxi Shangji Automation Co.Ltd(603185) board of directors March 9, 2022
