Securities code: 301193 securities abbreviation: Jialian technology Announcement No.: 2022-005 Ningbo Jialian Technology Co., Ltd
Announcement on using part of the over raised funds to permanently supplement working capital
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”) deliberated and adopted the proposal on using part of the over raised funds to permanently supplement working capital at the first interim board meeting in 2022 and the fourth meeting of the second board of supervisors held on January 5, 2022, It is agreed that the company plans to use part of the over raised funds of RMB 108.56 million to permanently supplement working capital. The proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval. The specific situation is 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、 Basic information of investment projects with raised funds
According to the prospectus of Ningbo Jialian Technology Co., Ltd. on initial public offering and listing on GEM, the investment projects and use plans of the funds raised by the company’s public offering are as follows:
Sequence project content total investment amount of the project proposed to use the investment number of raised funds (10000 yuan) into the amount (10000 yuan)
1. Construction project of R & D Center for biodegradable materials and products 10023.0010023.00
2. Construction project of biodegradable material products and 26604.0026604.00 high-end plastic products production line 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 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 projects invested with raised funds and the normal progress of projects invested with raised funds, in order to meet the demand for working capital, improve the use efficiency of raised funds and further improve the profitability of the company, According to 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, and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the company plans to use part of the over raised funds to permanently supplement the working capital of 108.56 million yuan, Accounting for 29.99% of the total over raised funds. The use of part of the over raised funds to permanently supplement the working capital will not conflict with the implementation plan of the investment project invested by the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders.
4、 The company’s relevant instructions and commitments on the permanent replenishment of working capital with some over raised funds 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 procedures for implementation and relevant opinions
(i) Deliberations of the board of directors
The company held the first extraordinary board meeting in 2022 on January 5, 2022, deliberated and adopted the proposal on using part of the over raised funds to permanently supplement working capital, and agreed to use the over raised funds of RMB 108.56 million to permanently supplement working capital. The matter still needs to be submitted to the general meeting of shareholders for deliberation.
（2） Deliberations of the board of supervisors
After deliberation, the board of supervisors believes that the company’s use of some over raised funds to permanently supplement working capital is conducive to meeting the company’s working capital needs, improving the use efficiency of raised funds, further improving the company’s operating capacity, and in line with the interests of the company and all shareholders, It complies with 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 standardized operation of companies listed on the gem of Shenzhen Stock Exchange. It will not conflict with the implementation plan of the investment projects with raised funds, affect the normal implementation of the investment projects with raised funds, and do not harm the interests of shareholders. The board of supervisors of the company agreed to use part of the over raised funds of RMB 108.56 million for permanent replenishment of working capital.
（3） Opinions of independent directors
After review, the independent directors believe that the company’s use of over raised funds of 108.56 million yuan for permanent replenishment of working capital is conducive to meeting the demand for working capital, Comply with the provisions of 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, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, and will not conflict with the implementation plan of investment projects with raised funds, It will not affect the normal implementation of the investment project with raised funds, and there is no damage to the interests of shareholders. Therefore, we unanimously agree that the company will use the over raised capital of 108.56 million yuan to permanently supplement the working capital, and agree to submit the proposal to the first extraordinary general meeting of shareholders in 2022 for deliberation.
（4） Verification opinions of the recommendation institution
After verification, the sponsor 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 to change the investment direction of the raised funds and damage 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.
6、 Other arrangements for the use of over raised funds
According to its own development plan and actual production and operation needs, and in accordance with the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, the company will reasonably plan the use of funds around its main business, and carefully and seriously formulate the use plan of other over raised funds. Before actually using the over raised funds, the company will perform the approval procedures and disclosure obligations in accordance with relevant regulations.
7、 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 permanent replenishment of working capital by Ningbo Jialian Technology Co., Ltd. using some 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
