China Merchants Securities Co.Ltd(600999) about
Ningbo Jialian Technology Co., Ltd. used some over raised funds
Verification opinions on permanent replenishment of working capital
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as “sponsor”) as a sponsor of Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as “Jialian technology” and “the company”) for initial public offering of shares and listing on the gem, in accordance with the measures for the administration of securities issuance and listing sponsor business Regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, listing rules of GEM stocks of Shenzhen Stock Exchange and guidelines for standardized operation of GEM listed companies of Shenzhen Stock Exchange, Prudential verification has been conducted on the matters that Jialian technology plans to use part of the over raised funds to permanently supplement the working capital. The details are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Ningbo Jialian Technology Co., Ltd. (zjxk [2021] No. 3103) issued by China Securities Regulatory Commission and the notice on the listing of RMB common shares of Ningbo Jialian Technology Co., Ltd. on the gem (SZS [2021] No. 1241) issued by Shenzhen stock exchange, Jialian Technology issued 30000000 ordinary shares (A shares) to the public for the first time, with an issue price of 30.73 yuan per share. The total amount of funds raised was 921900000.00 yuan. After deducting the issuance expenses excluding tax of 93730018.80 yuan, the net amount of funds actually raised was 828169981.20 yuan. Tianzhi International Certified Public Accountants (special general partnership) verified the availability of funds for the company’s initial public offering of shares, and issued the capital verification report (Tianzhi Zi [2021] No. 44951) on December 6, 2021. The company has carried out special account storage and management of the raised funds in accordance with the regulations, deposited all the raised funds in the special account for the raised funds after they were received, and signed the tripartite supervision agreement for the raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Use plan of raised funds and use of over raised funds
According to the prospectus on the company’s initial public offering and listing on the gem (hereinafter referred to as the “prospectus”) and the actual funds raised by the company, the purposes of the funds raised by the company are as follows:
No. project content total investment amount of the project investment amount of raised funds (10000 yuan)
1. Construction project of R & D Center for biodegradable materials and products 10023.0010023.00
2. Production line construction project of biodegradable material products and high-end plastic 26604.0026604.00 products in Shupu plant area
3. Supplementary working capital 10000.0010000.00
Total 46627.0046627.00
The total amount of funds raised in this offering is 921900000.00 yuan, the actual net amount of funds raised is 828169981.20 yuan, the net amount of over raised funds is 361899981.20 yuan, and the over raised funds of the company have been used by 0.00 yuan.
3、 The plan of permanently replenishing working capital with over raised funds this time
In order to improve the use efficiency of over raised funds, combined with the company’s development needs and financial situation, the company plans to use over raised funds of 108.56 million yuan to permanently supplement working capital, accounting for 29.99% of the total over raised funds. In accordance 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 GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other relevant provisions, The company’s accumulated use of over raised funds to permanently supplement working capital within the last 12 months shall not exceed 30% of the total amount of over raised funds, and does not violate the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the use of raised funds of listed companies. The matter can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval.
4、 Relevant instructions and commitments of the company on permanently replenishing working capital with some over raised funds this time
1. The amount used for permanent replenishment of working capital shall not exceed 30% of the total amount of over raised funds in every 12 months;
2. The company promises not to make high-risk investments such as securities investment and derivatives trading and provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital.
5、 Review procedure
On January 5, 2022, the company held the first interim meeting of the board of directors and the fourth meeting of the second board of supervisors in 2022, deliberated and adopted the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed to use the over raised funds of 108.56 million yuan to permanently supplement the working capital, All independent directors of the company have expressed their independent opinions on this proposal. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and can be implemented only after it is deliberated and approved by the general meeting of shareholders.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
Jialian technology uses part of the over raised funds to permanently supplement the working capital, which helps to improve the use efficiency of the raised funds, reduce the financial cost, will not affect the normal progress of the investment projects of the raised funds, and there is no situation of changing the investment direction of the raised funds and damaging the interests of shareholders. This matter has been deliberated and adopted at the first extraordinary board meeting and the fourth meeting of the second board of supervisors in 2022. All independent directors of the company have expressed their independent opinions on this proposal, which need to be submitted to the general meeting of shareholders for deliberation, and comply with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies The Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies standardized operation guidelines and other relevant laws and regulations.
In conclusion, the sponsor has no objection to Jialian technology’s use of some over raised funds to permanently supplement working capital.
(no text below)
