Securities code: Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) securities abbreviation: Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) Announcement No.: 2022013 Jiangsu Jiuwu Hi-Tech Co.Ltd(300631)
About using part of the raised funds to raise funds from holding subsidiaries
Provide the announcement of borrowing to implement the raised investment project
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 Jiuwu Hi-Tech Co.Ltd(300631) (hereinafter referred to as “the company” or ” Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) “) intends to use the funds raised by issuing shares to specific objects in 2021 to provide loans to Jiangsu JiuWu Environmental Protection Industry Development Co., Ltd. (hereinafter referred to as “Jiuwu environmental protection”) in batches, The loan amount is the net amount of raised funds (RMB 3470193071) and the interest and financial income generated by the company’s proposed investment project “solid and hazardous waste Intelligent Cloud warehouse comprehensive service project” (hereinafter referred to as “raised investment project” or “cloud warehouse project”). The fund is specially used to promote the construction and implementation of this raised investment project. The relevant funds will be transferred from the special fund-raising account opened by Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) to the special fund-raising account opened by Jiuwu environmental protection. The company will sign a loan contract with Jiuwu environmental protection. The loan interest rate shall not be lower than the benchmark bank loan interest rate in the same period. The loan period shall be from the date of actual loan to the date of completion of the implementation of the raised investment project. According to the actual needs of the raised investment project, Jiuwu environmental protection can repay all the principal and its corresponding interest to the company at one time according to its capital status within the loan period agreed in the loan contract, or repay all or part of the loan principal and its corresponding interest to the company in advance. It can be recycled for many times without exceeding the maximum loan limit. After the loan period expires, If no written objection is raised by both parties, the loan term can be automatically renewed.
According to the Shenzhen Stock Exchange GEM Listing Rules (2020) and the articles of association and other relevant provisions, the borrowing behavior constitutes the financial support provided by the company to Jiuwu environmental protection, the holding subsidiary.
On February 26, 2022, the company held the 27th meeting of the 7th board of directors and the 7th Meeting of the 7th board of supervisors to approve the company to use the raised funds to provide loans to the implementation subject of the raised investment project to implement the raised investment project. The board of directors of the company agreed with 7 votes, 0 votes against The proposal was passed with 0 abstention (the directors of the company, Mr. Dang Jianbing and Mr. Cheng Heng, served as the chairman and director of Jiuwu environmental protection respectively, and avoided voting as the related directors of the proposal). The independent directors expressed their agreed independent opinions, and the sponsor issued special verification opinions. The relevant information is hereby announced as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) issuing shares to specific objects (zjxk [2021] No. 4072) issued by China Securities Regulatory Commission, the company issued 3121212 shares to specific objects in a simple procedure, with an issue price of 33.00 yuan / share and a total raised capital of 10299999600 yuan, The sponsor (lead underwriter) Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as the “sponsor”) of this offering has transferred the amount of 999999600 yuan after deducting the sponsor underwriting fee of 3 million yuan (including tax) to the special account for raised funds of the company. After deducting 329806529 yuan of various issuance expenses (excluding value-added tax), Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) the net amount of the raised funds is 9970193071 yuan. The above raised funds have been verified by Zhonghui Certified Public Accountants (special general partnership) and issued Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) capital verification report (Zhonghui Keyan [2022] No. 0018). After the raised funds were received, the company stored the raised funds in a special account, and signed a supervision agreement on the storage of the raised funds in a special account with the sponsor and the commercial bank storing the raised funds.
2、 Basic information of investment projects with raised funds
The net amount raised by the company in issuing shares to specific objects through simple procedures will be used for the following items:
Unit: Yuan
Project Name: amount of raised funds to be used
Salt lake lithium extraction pilot platform construction project 6500000000
Solid and hazardous waste Intelligent Cloud warehouse comprehensive service project 3470193071
Total 9970193071
One of the above-mentioned investment projects with raised funds, “solid and hazardous waste Intelligent Cloud warehouse comprehensive service project”, is implemented by Jiangsu JiuWu Environmental Protection Industry Development Co., Ltd., the company’s holding subsidiary.
3、 The use of raised funds to provide loans to holding subsidiaries for the implementation of raised investment projects
In order to ensure the smooth implementation of the raised investment project, the company plans to use the net fund raised by the “yuncang project” (RMB 3470193071) and its interest and financial income to provide loans to Jiuwu environmental protection in batches, which is specially used to promote the construction and implementation of the “yuncang project”, Relevant funds will be transferred from the special fund-raising account opened by Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) to the special fund-raising account opened by Jiuwu environmental protection.
The company will sign a loan contract with Jiuwu environmental protection, and the loan interest rate shall not be lower than the benchmark bank loan interest rate in the same period; The loan term starts from the date of actual borrowing to the date of completion of the implementation of the raised investment project. According to the actual needs of the raised investment project, Jiuwu environmental protection can repay all the principal and its corresponding interest to the company at one time according to its capital status within the loan period agreed in the loan contract, or repay all or part of the loan principal and its corresponding interest to the company in advance. It can be recycled for many times without exceeding the maximum loan limit. After the loan period expires, If no written objection is raised by both parties, the loan term can be automatically renewed.
The board of directors intends to authorize the chairman or his authorized person to sign the loan contract and fully handle the follow-up specific work of the above loan matters.
The company’s loan to Jiuwu environmental protection will not cause the implementation subject of the raised investment project to occupy the funds of the listed company free of charge or at an obviously low cost, and there is no infringement on the interests of the listed company.
4、 Basic information of the borrower
Company name: Jiangsu JiuWu Environmental Protection Industry Development Co., Ltd
Legal representative: Party Jianbing
Unified social credit code 91320191ma22d3c406
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Enterprise address: in plant E4, No. 9, yuexinyuan, Jiangbei new area, Nanjing
The registered capital is 10 million yuan
Date of establishment: September 7, 2020
Main business of providing environmental protection equipment and comprehensive sales services
Business situation Jiuwu environmental protection is a holding subsidiary of the company, and the company has control over it. The business situation is stable, the financial situation is controllable, and the performance risk is controllable.
The credit status does not belong to the dishonest executee
Business scope: permitted projects: various engineering construction activities; Engineering cost consulting business; Construction engineering design; Hazardous waste management (projects that must be approved according to law can be carried out only after being approved by relevant departments
Business activities, specific business items (subject to the approval results) general items: sewage treatment and recycling; Sales of special equipment for environmental protection; Manufacturing of special equipment for environmental protection; Municipal facilities management; Engineering management services; Intelligent water system development; Engineering and technical research and test development; Environmental protection consulting services; Sales of new membrane materials; Water environment pollution prevention and control services; Water pollution control; Air pollution control; Soil pollution control and remediation services; Solid waste treatment; Sales of special chemical products (excluding hazardous chemicals); Sales of chemical products (excluding licensed chemical products); Sales of industrial automatic control system devices; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Equity investment; Engage in investment activities with its own funds (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Relationship with the company Jiuwu environmental protection is a holding subsidiary jointly invested by the company and related parties
The company made a profit in the previous fiscal year
Financial assistance provided by this object 0
condition
As of the date of this announcement, the company holds 95% shares of Jiuwu environmental protection and is the controlling shareholder of Jiuwu environmental protection. The equity structure of Jiuwu environmental protection is shown in the table below:
Shareholding ratio of shareholders
Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) 95%
Nanjing Tongchang New Material Research Institute Co., Ltd. 5%
Total 100%
The main financial data of Jiangsu JiuWu Environmental Protection Industry Development Co., Ltd. in the last year are as follows:
Unit: 10000 yuan
Project December 31, 2021
/Year 2021
Total assets 467.91
Net assets 467.86
Operating income 134.83
Net profit -38.31
Note: the financial data of 2021 listed in the above table have been prepared in accordance with the accounting standards for business enterprises and the company’s accounting policies and included in the company’s consolidated financial statements. The consolidated financial statements have been audited by Zhonghui accountant and issued the standard unqualified audit report (Zhonghui kuaishan [2022] No. 0466).
5、 Basic information of other shareholders of the borrower, their relationship with the company and their performance of corresponding obligations according to the proportion of capital contribution
1. Basic information
Nanjing Tongchang New Material Research Institute Co., Ltd. (hereinafter referred to as “Nanjing Tongchang”) holds 5% shares of Jiuwu environmental protection and is the only shareholder of Jiuwu environmental protection except the company. The basic information of Nanjing Tongchang is as follows:
Company name: Nanjing Tongchang New Material Research Institute Co., Ltd
Legal representative: Peng Wenbo
Unified social credit code 91320191ma2229gp43
Enterprise type limited liability company
Address: No. 9, xinyueyuan, Jiangbei new area, Nanjing
The registered capital is 10 million yuan
Date of establishment: July 23, 2020
Licensed projects: various engineering construction activities (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results) general projects: new material technology promotion services; Technical services, technology development, technology
