Securities code: 301077 securities abbreviation: Hangzhou Chinastars Reflective Material Co.Ltd(301077) Announcement No.: 2021-031 Hangzhou Chinastars Reflective Material Co.Ltd(301077)
Announcement on changing the implementation location of some raised investment projects
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.
Hangzhou Chinastars Reflective Material Co.Ltd(301077) (hereinafter referred to as “the company”) convened the third meeting of the third board of directors and the third meeting of the third board of supervisors on December 30, 2021, deliberated and adopted the proposal on changing the implementation location of some raised investment projects, The implementation location of some raised investment projects is changed from Caoqiao village, Jingshan Town, Yuhang District (zhe (2017) Yuhang District real estate property right No. 0172567) to Jingshan Town, Yuhang District (Caoqiao industrial block 18-2, Jingshan Town). The change of the implementation location of some raised investment projects will not change the purpose and implementation mode of the raised funds, and will not have an adverse impact on the production, operation and business development of the company. According to the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and other relevant provisions, this matter is within the scope of the deliberation authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
The relevant changes are hereby announced as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of Hangzhou Chinastars Reflective Material Co.Ltd(301077) initial public offering (zjxk [2021] No. 2823) issued by China Securities Regulatory Commission on August 31, 2021, the company issued 15 million RMB common shares (a) in the initial public offering, with an issue price of 61.46 yuan per share and a total raised capital of 92.19 million yuan; After deducting the issuance expenses, the net amount of funds actually raised was RMB 836336300. All the above raised funds were received on September 27, 2021, and the availability of funds for the company’s initial public offering was verified by Zhonghui Certified Public Accountants (special general partnership), and the capital verification report (Zhonghui kuaiyan [2021] No. 7133) was issued on September 27, 2021. The company has managed the raised funds in a special account and signed a supervision agreement on the raised funds with the deposit bank and the sponsor. All the above raised funds have been deposited in the special account for the management of the raised funds.
2、 Deposit and management of funds raised by the company’s initial public offering
In order to regulate the management and use of the company’s raised funds and protect the rights and interests of investors, in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the provisions of the company’s raised funds management system, The company has established a special account for raised funds, stored the raised funds in a special account, and signed the tripartite supervision agreement on raised funds with the sponsor and the commercial bank storing the raised funds. Details are disclosed on cninfo.com on October 12, 2021（ http://www.cn.info.com..cn. ）Announcement of Hangzhou Chinastars Reflective Material Co.Ltd(301077) on signing the tripartite supervision agreement for raised funds (Announcement No.: 2021-001).
3、 Investment projects with raised funds
According to the company’s prospectus for initial public offering and listing on GEM, the funds raised from the company’s initial public offering of RMB common shares (A shares) will be invested in the following projects after deducting the issuance expenses:
Project name total investment of subproject name (10000 yuan) proposed investment amount of raised funds (10000 yuan) annual output of reflective materials 24 million yuan
Million square meters, reflective clothing square meters, reflective clothing 30023691452369145300 pieces and production R & D 10000 pieces production base construction project
8568.478568.47 R & D center construction project
Total 32259.92 32259.92
4、 The situation and reasons for changing the implementation location of some raised investment projects
The project to change the implementation location is “R & D center construction project”, and the specific changes are as follows:
Project Name: implementation place before sub project name change; implementation place after change
The annual output of reflective materials is 24 million square meters
24 million square meters, 3 million pieces of reflective clothing, weilengcaoqiao village in the 3 million production base construction project of reflective clothing in Jingshan Town, Yuhang District, Jingshan Town, Yuhang District (Zhejiang (2017) (No. 0172567 construction project of R & D Center for Caoqiao workpiece and mirror reflective material production line in Jingshan Town, Yuhang District real estate property right No. 18-2 geocentric project, Yuhang District)
According to the company’s prospectus for initial public offering and listing on GEM, the original planned implementation location of the raised investment project “production base construction project with an annual output of 24 million square meters of reflective materials and 3 million pieces of reflective clothing” and “R & D center construction project” was the state-owned construction land No. 0172567 of immovable property rights of Zhejiang (2017) Yuhang District, The land is located in Caoqiao village, Jingshan Town, Yuhang District, with a land area of 12536.90 square meters.
Considering the company’s long-term development and future strategic layout, in order to ensure the reasonable planning and overall scheme of the implementation site of the raised investment project, and further improve the company’s independent innovation ability and core competitiveness, the company plans to build the micro prism reflective material production line in the “production base construction project with an annual output of 24 million square meters of reflective materials and 3 million pieces of reflective clothing” The implementation location of “R & D center construction project” is changed from “Caoqiao village, Jingshan Town, Yuhang District” to “Jingshan Town, Yuhang District (Caoqiao industrial block 18-2, Jingshan Town)”. From December 10 to 20, 2021, the company won the land use right of Yu Zheng Gong Chu [2021] No. 12 with RMB 21.93 million in the public listing and transfer of the use right of state-owned construction land in Yuhang District. The land is located in Jingshan Town, Yuhang District (plot 18-2, Caoqiao industrial block, Jingshan Town), with a land area of 20885 square meters. On December 24, 2021, The company signed the contract for the transfer of the right to use state-owned construction land with Yuhang branch of Hangzhou Municipal Bureau of planning and natural resources in accordance with relevant legal provisions and legal procedures. The subsequent company will pay the land transfer fee and handle the land use right certificate according to the contract. The company changed the implementation location of some raised investment projects, did not change the purpose and investment direction of the company’s raised funds, and did not change the total investment of raised investment projects, the investment amount of raised funds and the implementation method.
5、 The impact of the change of the implementation location of some raised investment projects on the company
The change of the implementation location of some of the company’s investment projects with raised funds is a prudent decision made by the company according to the actual situation of the project implementation. It does not involve the change of the purpose of raised funds, the construction content and implementation mode of the project, which meets the needs of the company’s long-term development and will not have a significant adverse impact on the company’s normal operation. The relevant decision-making procedures comply with the relevant laws, regulations and normative documents, 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020), the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange (revised in 2020), etc.
6、 Review of changing the implementation location of some raised investment projects
At the third meeting of the third board of directors and the third meeting of the third board of supervisors held on December 30, 2021, the company deliberated and adopted the proposal on changing the implementation location of some raised investment projects, It is agreed that the micro prism reflective material production line and the implementation location of the “R & D center construction project” under the “production base construction project with an annual output of 24 million square meters of reflective materials and 3 million pieces of reflective clothing” of the company’s raised investment project shall be changed uniformly, The project implementation site is changed from “Caoqiao village, Jingshan Town, Yuhang District” to “Jingshan Town, Yuhang District (plot 18-2, Caoqiao industrial block, Jingshan Town)”. The change of implementation location will not adversely affect the normal production, operation and business development of the company. The independent directors have expressed their consent, and the matter does not need to be submitted to the general meeting of shareholders for deliberation.
7、 Relevant verification opinions
(i) Opinions of independent directors
The independent directors of the company believe that the change of the implementation location of some of the company’s investment projects with raised funds is a prudent decision made by the company according to the actual situation of project implementation, and does not involve the change of the purpose, construction content and implementation mode of raised funds, which meets the needs of the company’s long-term development and will not have a significant adverse impact on the normal operation of the company. The contents and relevant decision-making procedures of this matter comply with relevant laws 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020), the guidelines for the standardized operation of gem listed companies of Shenzhen Stock Exchange (revised in 2020), etc The provisions of laws, regulations and normative documents are in line with the interests of the company and all shareholders, especially minority shareholders. The independent directors unanimously agree that the company changes the implementation location of the raised investment project.
（2） Opinions of the board of supervisors
The board of supervisors of the company believes that the change of the implementation location of some of the company’s investment projects with raised funds has not changed the investment direction and project content of the raised funds, will not affect the normal operation of the investment projects with raised funds, meet the business needs of the company, and will not have an adverse impact on the operation of the company. The review procedures for the change of implementation location of some of the raised capital investment projects comply with the provisions of relevant laws and regulations, and there is no change or disguised change in the purpose of the raised capital and damage to the interests of shareholders. Agree to change the implementation location of some investment projects with raised funds of the company.
（3） Opinions of the sponsor
The sponsor believes that: the matters related to the change of the implementation location of the raised investment project of the company have been deliberated and approved by the third meeting of the third board of directors and the third meeting of the third board of supervisors held by the company on December 30, 2021, and the independent directors of the company have expressed their explicit consent. This matter does not need to be deliberated by the general meeting of shareholders, and the necessary internal approval procedures have been performed. The change of the implementation location of the raised investment project of the company is implemented based on the actual business and development needs of the company and fully considering the strategic plan for the long-term development of the company. There is no change in the purpose and implementation method of the raised funds, which will not have a significant adverse impact on the company and harm the interests of shareholders.
In conclusion, the sponsor has no objection to the change of the implementation location of some raised investment projects.
8、 Documents for future reference
1. Resolution of the third meeting of the third board of directors;
2. Resolution of the third meeting of the third board of supervisors;
3. Independent opinions of independent directors on matters related to the third meeting of the third board of directors;
4. Verification opinions of Ping An Securities Co., Ltd. on Hangzhou Chinastars Reflective Material Co.Ltd(301077) changing the implementation location of some raised investment projects.
It is hereby announced.
Hangzhou Chinastars Reflective Material Co.Ltd(301077) board of directors
