Securities code: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) securities abbreviation: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) Announcement No.: 2022024 Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Announcement on the extension of some raised investment projects
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law. Important content tips:
Part of the company’s raised investment projects have been postponed: the construction period of “reclaimed water recycling and comprehensive utilization of resources construction project” has been extended to June 30, 2022. At present, the reclaimed water treatment section has been completed and put into use. As of the disclosure date of this announcement, there are still resource comprehensive utilization sections under construction;
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as “the company”) held the ninth meeting of the third board of directors and the eighth meeting of the third board of supervisors on March 9, 2022, respectively deliberated and adopted the proposal on the extension of some raised investment projects, comprehensively considering the implementation progress of current raised capital investment projects (hereinafter referred to as “raised investment projects”) and other factors, The company decided to extend the construction period of the raised investment project “reclaimed water recycling and comprehensive utilization of resources” to June 30, 2022. The independent directors have expressed their independent opinions on this matter, and the sponsor Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “Zhongtian Guofu securities”) has issued clear verification opinions on this matter. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation. The relevant information is hereby announced as follows: I. Basic information of raised funds
According to the reply on Approving the registration of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) initial public offering (zjxk [2019] No. 2017) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on October 28, 2019, the company was approved to publicly issue 14460000 RMB common shares (A shares) at an issue price of 43.28 yuan per share, After deducting the underwriting fee, the net amount of the raised fund is RMB 56558200, excluding the underwriting fee and the value-added tax. Ruihua Certified Public Accountants (special general partnership) verified the capital availability of the company’s initial public offering of shares and issued the capital verification report (Ruihua Yan Zi [2019] No. 01540006).
In order to standardize the management of the company’s raised funds and protect the rights and interests of investors, all the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company has signed the tripartite supervision agreement on the storage of special account for raised funds with the recommendation institution and the deposit bank of special account for raised funds. 2、 Investment projects with raised funds
1. According to the prospectus of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) initial public offering and listing on the science and Innovation Board disclosed by the company, the investment projects of the funds raised by this public offering are as follows: unit: 10000 yuan
No. project name total investment to be invested in raised funds
1 adsorption material industrial park project (phase III) 20036621830000
2. Technological innovation center construction project 641250641250
3. Project with an annual output of 4500 tons of oxygen enriched molecular sieve 214677180000
4 5000 ton activated alumina production line construction project 183287180000
5. 396000 T / a reclaimed water recycling project 508680
6. Intelligent transformation project of finished product warehouse 30 Fawer Automotive Parts Limited Company(000030) 0000
Total 38515563639930
2. According to the proposal on using part of the over raised funds to permanently supplement the working capital and the proposal on using part of the over raised funds to invest in the construction of new projects deliberated and adopted at the first extraordinary general meeting of shareholders in 2020, the company’s investment projects with over raised funds are as follows:
Unit: 10000 yuan
No. project name total investment to be invested in raised funds
1. Invest in the construction of high-efficiency hydrogen and oxygen production molecular sieve project 536878536878
2 Permanent supplementary working capital Shanghai Pudong Development Bank Co.Ltd(600000)
Total 1136878
3. According to the proposal on the company’s use of some over raised funds to invest in the establishment of new projects of overseas subsidiaries, which was deliberated and adopted by the second extraordinary general meeting of shareholders in 2020, the company’s use of over raised funds to invest in projects is as follows:
Unit: 10000 yuan
No. project name total investment to be invested in raised funds
1. Construction project of Thailand subsidiary 1065505922372
3、 Details of the extension of some raised investment projects this time
(I) overview of the extension of some raised investment projects
The company promised to invest 50.868 million yuan in the “construction project of reclaimed water recycling and comprehensive utilization of resources”. As of December 31, 2021, the actual investment of the raised funds was 374415 million yuan, and the difference between the commitment and the actual investment was 134265 million yuan; It was originally planned to reach the agreed usable state in December 2021. At present, the reclaimed water treatment section has been completed and put into use. As of the disclosure date of this announcement, there are still resource comprehensive utilization sections under construction.
In combination with the actual construction situation and investment progress of the project, the company adjusts the time when the project reaches the expected usable state without changing the investment purpose and investment scale of the raised funds, as follows:
Project Name: the date when the original planned project reaches the scheduled serviceable state after it can be postponed
Reclaimed water recycling and recycling comprehensive utilization construction project in December 2021 and June 2022
(II) reasons for the delay of some raised investment projects
The company’s “comprehensive utilization of reclaimed water” project is a non-standard resource planning and upgrading project for the company’s “comprehensive utilization of reclaimed water” in the future. Due to the influence of epidemic prevention and control and other factors in the region where some equipment suppliers are located in the above projects, the delivery, transportation and installation of original equipment are affected.
At the same time, due to the impact of rainstorm disaster in Henan Province in 2021, the construction difficulty of the above projects of the company in the construction is increased, and the impact of low-temperature weather on the construction of the construction project after entering winter, resulting in the progress of the construction project is less than expected.
(III) impact on the company caused by the delay of some raised investment projects
The postponement of some raised investment projects is a prudent decision made by the company according to the actual situation of project implementation. It does not change the investment content, total investment and implementation subject of raised investment projects, and will not have a substantive impact on the implementation of raised investment projects. This adjustment does not change the investment direction of the raised funds in a disguised form or damage the interests of shareholders, and will not have a significant adverse impact on the normal operation of the company, which is in line with the long-term development plan of the company.
4、 Special opinions
The postponement of some raised investment projects has been deliberated and approved at the ninth meeting of the third board of directors and the eighth meeting of the third board of supervisors. The independent directors, the board of supervisors and the recommendation institution respectively expressed their explicit consent. （1） Opinions of independent directors
Independent directors believe that the postponement of some raised investment projects is a prudent decision made by the company according to the actual situation of project implementation, and will not have a significant adverse impact on the normal operation of the company. The decision-making and approval procedures comply with 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 application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the company’s management system for raised funds, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders, especially small and medium-sized shareholders. Therefore, we agree to the extension of some raised investment projects of the company.
（2） Opinions of the board of supervisors
The board of supervisors believes that the delay of some raised investment projects is made by the company according to the actual situation of project implementation, and there is no behavior of changing the investment direction of raised funds in a disguised form, and there is no situation damaging the interests of the company and all shareholders. The decision-making and approval procedures comply with 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 application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the company’s management system for raised funds. Agree to the extension of some raised investment projects of the company.
（3） Verification opinions of the recommendation institution
After verification, the sponsor Zhongtian Guofu Securities Co., Ltd. believes that the postponement of some investment projects with raised funds is the decision made by the company based on the actual situation of the investment projects with raised funds, which only involves the change of the date when the investment projects with raised funds reach the expected usable state, and does not involve the change of project implementation subject, investment purpose and investment scale of raised funds, There is no change or disguised change in the investment direction of the raised funds or other circumstances that harm the interests of shareholders. The postponement of some investment projects with raised funds has been deliberated and approved at the 37th meeting of the second board of directors and the 15th meeting of the second board of supervisors. The independent directors have expressed their independent opinions with explicit consent and fulfilled the necessary decision-making procedures, The relevant procedures comply with such laws 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 rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in April 2019), the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, etc Regulations and normative documents. Zhongtian Guofu securities has no objection to the postponement of some investment projects with raised funds. 5、 Online announcement attachment
（1） Independent opinions of independent directors on matters related to the ninth meeting of the third board of directors;
（2） Verification opinions of Zhongtian Guofu Securities Co., Ltd. on the extension of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) some raised investment projects.
It is hereby announced.
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) board of directors March 10, 2022
