Securities code: Crown Advanced Material Co.Ltd(688560) securities abbreviation: Crown Advanced Material Co.Ltd(688560) Announcement No.: 2022027 Crown Advanced Material Co.Ltd(688560)
Announcement on permanent replenishment of working capital by using some over 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Crown Advanced Material Co.Ltd(688560) (hereinafter referred to as " Crown Advanced Material Co.Ltd(688560) " or "the company") held the 23rd Meeting of the 3rd board of directors and the 17th meeting of the 3rd board of supervisors respectively on March 10, 2022, deliberated and adopted the proposal on using part of the over raised funds to permanently supplement working capital, It is agreed that the company will use part of the over raised funds of RMB 45 million to permanently supplement the working capital. The use of part of the over raised funds to permanently supplement the working capital this time will not affect the capital demand for the construction of the investment project. Within 12 months after supplementing the working capital, the company will not make high-risk investment or provide financial assistance to objects other than holding subsidiaries. The independent directors of the company have issued independent opinions with explicit consent, and the company's recommendation agency has issued clear verification opinions on this matter.
The matter still needs to be considered by the general meeting of shareholders of the company.
1、 Basic information of raised funds
With the approval of the reply on Approving the registration of Crown Advanced Material Co.Ltd(688560) initial public offering (zjxk [2020] No. 3064) of China Securities Regulatory Commission (hereinafter referred to as "CSRC") and the consent of Shanghai Stock Exchange, the company issued RMB common shares (A shares) for the first time: 41022000 shares, with a par value of 1.00 yuan per share, The issue price per share is 15.87 yuan. The total amount of funds raised in this public offering is 65101914000 yuan, after deducting the issuance expenses of 7778357334 yuan (excluding value-added tax), the net amount of funds raised is 57323556666 yuan. All the raised funds have been in place. Tianjian Certified Public Accountants (special general partnership) has verified the availability of funds and issued the capital verification report (tianjianyan [2020] No. 3-146) on December 18, 2020. The company has adopted the special account storage management for the raised funds in accordance with the regulations, and signed the tripartite supervision agreement for the raised funds with the recommendation institution and the special account supervision bank. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 23, 2020 Announcement on the listing of initial public offering of shares on the science and innovation board. 2、 Investment projects with raised funds
According to the company's prospectus for initial public offering and listing on the science and innovation board, the investment projects and use plans of the funds raised by the company's initial public offering are as follows:
No. project name total investment of the project during the construction period proposed raised funds (10000 yuan) investment amount (10000 yuan)
1 annual output of 30 million square meters Cecep Solar Energy Co.Ltd(000591) battery 24 month 20 China Vanke Co.Ltd(000002) 000000 backplane expansion project
2. Annual output of 10 million square meters of lithium battery aluminum plastic for 12 months 8 China High-Speed Railway Technology Co.Ltd(000008) 00000
Membrane expansion project
3. 36 months' research on optoelectronic composite engineering technology in Jiangxi Province 30 Fawer Automotive Parts Limited Company(000030) 0000
investigate
4. Supplementary working capital project - 10 Ping An Bank Co.Ltd(000001) 000000
Total 41 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 100000
On April 2, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on changing some investment projects with raised funds. The investment projects with raised funds after the change are as follows:
Before and after the change of raised funds
Sequence project investment proposed raised project investment proposed raised fund No. project name total fund-raising fund project name total fund-raising fund investment amount (10000 yuan) investment amount (10000 yuan)
(10000 yuan)
Annual output of 30 million square meters
1m3 Cecep Solar Energy Co.Ltd(000591) battery 20 China Vanke Co.Ltd(000002) 000000m Cecep Solar Energy Co.Ltd(000591) battery back 11699001169900 backplane expansion project
The annual output is 10 million square meters and 10 million square meters
2m3 lithium battery aluminum plastic 8 China High-Speed Railway Technology Co.Ltd(000008) 00000m lithium battery aluminum plastic film 437641437641 film expansion project
Jiangxi photoelectric compound Jiangxi photoelectric compound
3 material engineering technology research 30 Fawer Automotive Parts Limited Company(000030) 0000 material engineering technology research 30 Fawer Automotive Parts Limited Company(000030) 0000 research center expansion project research center expansion project
4 supplementary working capital item 10 Ping An Bank Co.Ltd(000001) 000000 supplementary working capital item 10 Ping An Bank Co.Ltd(000001) 000000
Annual output of 120 million square meters of light
Expansion of 19404551192459 Poe adhesive film for 5-volt component packaging
order
Total 41 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 1 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 8479964100000
Note: according to the data in the chart, "Poe film expansion project with an annual output of 120 million square meters for PV module packaging" plans to use the raised capital investment of 1192459 million yuan, excluding the proposed over raised capital of 30 million yuan; The total use of raised funds for the project is 149245900 yuan.
As of December 31, 2021, the company's investment projects and the use of raised funds are detailed in the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 27, 2022 Report on the use of Crown Advanced Material Co.Ltd(688560) previously raised funds (Announcement No.: 2022012).
3、 The plan of using part of the over raised funds to permanently supplement the working capital
On the premise of ensuring the capital demand for the construction of investment projects with raised funds and the normal progress of projects with raised funds, in order to meet the company's working capital demand, improve the use efficiency of raised funds, reduce financial costs, further improve the company's profitability and safeguard the interests of listed companies and shareholders, According to the relevant 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 and the guidelines for the self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the company plans to use part of the over raised funds to permanently supplement the working capital for the production and operation of the company, which meets the needs of the actual operation and development of the company, In line with the interests of all shareholders.
The total amount of over raised funds of the company is 1632356 million yuan. The amount to be used for permanent replenishment of working capital this time is 45 million yuan, accounting for 27.57% of the total amount of over raised funds. The company's accumulated use of over raised funds to permanently supplement working capital within the last 12 months does not exceed 30% of the total amount of over raised funds, and does not violate the relevant provisions of the CSRC and Shanghai Stock Exchange on the use of raised funds of listed companies.
4、 Relevant instructions and commitments
The permanent replenishment of working capital with some over raised funds will be used for the production and operation related to the company's main business, which can meet the company's working capital needs, improve the use efficiency of raised funds, reduce financial costs, further improve the company's profitability and safeguard the interests of listed companies and shareholders. It meets the actual needs of the company's operation and development and the interests of all shareholders. The permanent replenishment of working capital by the over raised funds does not change the purpose of the raised funds and affect the normal progress of the investment projects of the raised funds, which is in line with the relevant provisions of laws and regulations. The company promises that the use of some over raised funds to supplement working capital will only be used in the production and operation related to the main business; No high-risk investment and financial assistance for objects other than holding subsidiaries will be made within 12 months after the permanent replenishment of working capital by the over raised funds.
5、 Implementation of decision-making procedures
The 23rd Meeting of the third board of directors and the 17th meeting of the third board of supervisors respectively considered and adopted the proposal on using some over raised funds to permanently supplement working capital. The independent directors of the company expressed clear consent on the matter. The proposal needs to be submitted to the general meeting of shareholders for deliberation and provide online voting for shareholders.
The review procedures related to the permanent replenishment of working capital by some over raised funds of the company this time comply with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and innovation board Relevant provisions of laws, regulations and normative documents such as self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation.
6、 Description of special opinions
(I) opinions of independent directors
The company will use part of the over raised funds of 45 million yuan for permanent replenishment of working capital. The contents and review procedures comply with the provisions of relevant laws and regulations such as the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation and the company's management system for raised funds. The company's use of part of the over raised funds for permanent replenishment of working capital is conducive to improving the use efficiency of the raised funds. There is no behavior of changing the purpose of the raised funds in disguise, affecting the normal implementation of the investment projects of the raised funds, and damaging the interests of the company and all shareholders. It is agreed that the company will use part of the over raised funds of 45 million yuan for permanent replenishment of working capital, And agreed to submit it to the general meeting of shareholders of the company for deliberation.
(II) opinions of the board of supervisors
The company uses part of the over raised funds for permanent replenishment of working capital and for production and operation related to its main business, which is conducive to improving the use efficiency of the raised funds and reducing financial expenses, which is in line with the interests of the company and all shareholders. The supplementary working capital of the over raised funds complies with 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 Listing Rules of Shanghai Stock Exchange Kechuang board, the guidelines for the self discipline supervision of listed companies on Shanghai Stock exchange Kechuang board No. 1 - standardized operation Provisions of normative documents and articles of association. The deliberation procedures involved in the use of over raised funds to supplement working capital comply with the provisions of laws, administrative regulations, departmental rules and other normative documents, and have been deliberated by the board of directors. The contents and voting of the deliberation proposal comply with the provisions of relevant systems, and there is no change in the purpose of raised funds and damage to the interests of shareholders. It is agreed that some of the company's over raised funds will permanently supplement working capital.
(III) verification opinions of the recommendation institution
After verification, the sponsor believes that: Crown Advanced Material Co.Ltd(688560) the use of part of the over raised funds to permanently supplement the working capital has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their independent opinions with explicit consent, fulfilled the necessary procedures, and still need to be submitted to the general meeting of shareholders of the company for deliberation. This matter complies with 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 Shanghai Stock Exchange on the science and innovation board, the guidelines for the application of self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock exchange No. 1 - standardized operation, and the measures for the administration of raised funds by listed companies of Shanghai Stock Exchange (revised in 2013) and other relevant laws and regulations and relevant provisions of the company's measures for the administration of raised funds. This time, the company uses some over raised funds to permanently supplement working capital, which is conducive to improving the use efficiency of raised funds, reducing financial costs and further improving the profitability of the company, which is in line with the interests of the company and all shareholders.
In conclusion, China Securities Co.Ltd(601066) securities has no objection to Crown Advanced Material Co.Ltd(688560) this use of some over raised funds to permanently supplement working capital.
7、 Online announcement attachment
(I) report of Crown Advanced Material Co.Ltd(688560) independent directors on the 23rd Meeting of the third board of directors
