Securities code: 301193 securities abbreviation: Jialian technology Announcement No.: 2022-004 Ningbo Jialian Technology Co., Ltd
Announcement on using some idle raised funds (including over raised funds) for cash management
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.
Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as “the company” or “Jialian technology”) held the first interim board meeting in 2022 and the fourth meeting of the second board of supervisors on January 5, 2022, and deliberated and adopted the proposal on using some idle raised funds (including over raised funds) for cash management, On the premise of ensuring that the construction, use and normal production and operation of the investment projects with raised funds are not affected, the company plans to use idle raised funds (including over raised funds) of no more than RMB 550 million (including this amount) for cash management, and choose the opportunity to buy short-term investment and financial products with high safety, good liquidity and a term of no more than 12 months, The validity period of the quota is within 12 months from the date of deliberation and approval by the general meeting of shareholders. The above quota can be recycled, and the management of the company is authorized to exercise investment decision-making power and sign relevant agreements within the validity period and within the scope of the quota. The proposal still needs to be submitted to the general meeting of shareholders for deliberation. The details are hereby announced as follows:
1、 Basic information of raised funds
With 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 consent of Shenzhen Stock Exchange, the company issued 30000000.00 RMB common shares (A shares) for the first time, with a par value of RMB 1.00 per share and an issue price of 30.73 yuan, The total amount of raised funds is 921900000.00 yuan, after deducting 93730018.80 yuan of relevant issuance expenses (excluding tax), the actual net amount of raised funds is 828169981.20 yuan. The above raised funds have been verified by Tianzhi International Certified Public Accountants (special general partnership), and the capital verification report (tzyz [2021] No. 44951) was issued on December 6, 2021. In accordance with the guidelines for standardized operation of companies listed on the gem of Shenzhen Stock Exchange and relevant regulations, the company has carried out special account storage and management of the raised funds.
2、 Investment projects with raised funds
According to the prospectus of Ningbo Jialian Technology Co., Ltd. on initial public offering and listing on GEM and the actual funds raised by the company, the purposes of the funds raised by the company are as follows:
No. project content the total investment of the project is planned to use the raised funds (10000 yuan) and the investment amount (10000 yuan)
1. Construction of R & D Center for biodegradable materials and products 10023.0010023.00 project
2. Construction project of biodegradable material products and high-end 26604.0026604.00 plastic products production line in Shupu plant area
3. Supplementary working capital 10000.0010000.00
Total 46627.0046627.00
The net amount of funds actually raised by the company is RMB 828169981.20, of which the amount of over raised funds is RMB 361899981.20.
3、 Purpose of cash management
In view of the certain cycle of the construction of the investment projects with raised funds, some of the raised funds will be idle in the short term. In order to improve the use efficiency of funds, on the premise of not affecting the construction of investment projects with raised funds and the normal operation of the company, the company will reasonably use some idle raised funds (including over raised funds) for cash management, so as to increase capital income and obtain returns for the company and shareholders.
4、 Basic information of cash management using idle raised funds this time
(i) Investment quota and term
The company plans to use idle raised funds (including over raised funds) of no more than RMB 550 million for cash management. The above amount of funds can be recycled and used within 12 months from the date of deliberation and approval by the general meeting of shareholders.
（2） Investment varieties
The company will strictly control risks in accordance with relevant regulations, strictly evaluate investment products, and invest the above funds in products with high safety, good liquidity and investment period of no more than 12 months. Such cash management products shall not be used for pledge, and the special settlement account for products shall not deposit non raised funds or be used for other purposes. If a special settlement account for products is opened or cancelled, the company will report to Shenzhen stock exchange for filing and announcement.
（3） Investment decision and Implementation
After being deliberated and approved by the general meeting of shareholders of the company, the chairman or his designated authorized object shall be authorized to sign relevant contract documents within the above limit, and be responsible for handling matters related to the company’s use of idle raised funds for cash management. The specific matters shall be organized and implemented by the finance department.
（4） Information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with relevant requirements 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, and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange.
（5） Validity of resolution
It shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
5、 Investment risk and risk control measures
(i) Investment risk
Although the products that the company intends to invest with idle raised funds are products with high safety, good liquidity and investment period of no more than 12 months, and the investment products shall not be pledged, which belong to low-risk investment varieties. However, the financial market is greatly affected by the macro-economy. The company will intervene appropriately and timely according to the economic situation and changes in the financial market, but the risk that the investment will be affected by market fluctuations and lead to unexpected actual income is not ruled out.
（2） Risk control measures
1. The company will strictly abide by the principle of prudent investment and choose low-risk investment varieties. It shall not be used for other securities investment, and shall not purchase bank financial products with stocks and their derivatives and unsecured bonds as the investment object.
2. The Finance Department of the company will timely analyze and track the investment direction of financial products. During the financing period of the above financial products, the company will maintain close contact with relevant financial institutions, timely track the operation of financial funds, strengthen risk control and supervision, and strictly control the safety of funds.
3. The Audit Department of the company shall conduct daily supervision on the use and custody of financial funds, and regularly audit and verify the use of financial funds.
4. The board of supervisors and independent directors of the company have the right to supervise and verify the use of funds, and can hire professional institutions to audit when necessary.
5. The company will timely disclose relevant information in accordance with the relevant provisions of Shenzhen Stock Exchange. 6、 Impact of this cash management event on the company
The company’s use of some idle raised funds for cash management is carried out on the premise of ensuring that it will not affect the normal operation of the company and the normal progress of the investment plan of raised funds, will not affect the normal development of the company’s investment projects and main business, will not change the purpose of raised funds in a disguised manner, and will not damage the interests of the company and shareholders.
Appropriate and timely cash management of some idle raised funds can improve the use efficiency of raised funds and obtain more investment returns for the company and shareholders.
7、 Review procedures for implementation and relevant opinions
(i) Deliberations of the board of directors
The first interim board meeting of 2022 held on January 5, 2022 deliberated and adopted the proposal on cash management using some idle raised funds (including over raised funds), and agreed that the company, on the premise of ensuring that the construction, use and normal production and operation of the investment projects with raised funds are not affected, Use the idle raised funds (including over raised funds) of no more than RMB 550 million (including this amount) for cash management, and choose the opportunity to buy investment and financial products with high safety, good liquidity and a term of no more than 12 months. The validity period of the quota is 12 months from the date of deliberation and approval by the general meeting of shareholders. The above quota can be recycled, And authorize the management of the company to exercise the right of investment decision-making and sign relevant agreements within the validity period and limit.
（2） Deliberations of the board of supervisors
After deliberation, the board of supervisors held that the decision-making procedures of the company for cash management using part of the idle raised funds (including over raised funds) comply with relevant regulations, and on the premise of ensuring that the construction and use of the investment projects invested by the raised funds and normal production and operation are not affected, The use of idle raised funds (including over raised funds) of no more than RMB 550 million (including this amount) for cash management is conducive to improving the use efficiency of raised funds, and there is no situation of changing the investment direction of raised funds (including over raised funds) in a disguised manner or damaging the interests of shareholders. The board of supervisors of the company agreed to use some idle raised funds (including over raised funds) for cash management.
（3） Opinions of independent directors
After review, the independent directors believe that the company’s use of some idle raised funds (including over raised funds) for cash management this time complies with the relevant provisions of Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines, company charter and other relevant provisions, has fulfilled the necessary approval procedures, and the decision-making procedures are legal and effective. On the premise of ensuring the normal operation and fund safety of the company, the use of some idle raised funds (including over raised funds) for cash management is conducive to improving the use efficiency of funds and obtaining investment returns, will not adversely affect the construction of projects invested by the company, will not change the purpose of raised funds in a disguised manner, and will not damage the company and all shareholders, Especially the interests of minority shareholders. Therefore, we unanimously agree that the company will conduct cash management on some idle raised funds (including over raised funds) without affecting the investment plan of raised funds and the normal production and operation of the company, and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
（4） Verification opinions of the recommendation institution
After verification, the sponsor believes that Jialian technology’s use of idle raised funds (including over raised funds) of no more than 550 million yuan for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and all independent directors of the company have issued independent opinions with explicit consent, which need to be submitted to the general meeting of shareholders for deliberation, Comply with the provisions of 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, and there is no situation of changing the use purpose of raised funds in a disguised manner, It will not affect the normal implementation of the investment project with raised funds. On the premise of ensuring the normal operation and capital demand of the company and not affecting the normal implementation of the investment projects with raised funds, Jialian technology uses idle raised funds (including over raised funds) for cash management, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders.
In conclusion, the sponsor has no objection to the cash management of Jialian technology using some idle raised funds (including over raised funds).
8、 Documents for future reference
1. Resolution of the first interim board meeting in 2022;
2. Resolutions of the fourth meeting of the second board of supervisors;
3. Independent opinions of independent directors on matters related to the first extraordinary board meeting of the company in 2022; 4. Verification opinions on cash management of Ningbo Jialian Technology Co., Ltd. using some idle raised funds (including over raised funds) issued by China Merchants Securities Co.Ltd(600999) .
It is hereby announced.
Board of directors of Ningbo Jialian Technology Co., Ltd. January 5, 2022
