Securities code: Beijing Const Instruments Technology Inc(300445) securities abbreviation: Beijing Const Instruments Technology Inc(300445) Announcement No.: 2022017 Beijing Const Instruments Technology Inc(300445)
Announcement on the extension of 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.
Beijing Const Instruments Technology Inc(300445) (hereinafter referred to as "the company", "the company" or " Beijing Const Instruments Technology Inc(300445) ") deliberated and adopted the proposal on the extension of raised investment projects at the 13th meeting of the 5th board of directors held on March 23, 2022, and the independent directors expressed their independent opinions with explicit consent on this matter, The sponsor Donghai Securities Co., Ltd. (hereinafter referred to as "Donghai securities" or "sponsor") has issued clear verification opinions on this matter. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation. The specific information is announced as follows: I. Basic information of raised funds
The company has been approved by the reply on approving Beijing Const Instruments Technology Inc(300445) non-public Development Bank shares (zjxk [2019] No. 2653) of China Securities Regulatory Commission. The company issued 196709 million shares to specific objects at an issue price of 15.10 yuan / share. The total amount of funds raised was 297030600 yuan. After deducting the relevant issuance expenses of 129453 million yuan (excluding value-added tax), the net amount of funds raised was 284085300 yuan. The above raised funds have been verified by YONGTUO Certified Public Accountants (special general partnership) (hereinafter referred to as "YONGTUO" or "audit institution") and issued the capital verification report on the stock subscription funds of Beijing Const Instruments Technology Inc(300445) gem non-public development banks (jyyz (2021) No. 210026).
In order to standardize the management of the company's raised funds and protect the rights and interests of small and medium-sized investors, the company, its subsidiaries, Donghai securities and China Minsheng Banking Corp.Ltd(600016) Beijing Branch (hereinafter referred to as "raised funds depository institution" or " China Minsheng Banking Corp.Ltd(600016) ") signed the tripartite supervision agreement on the storage of raised funds and the quadripartite supervision agreement on the storage of raised funds. 2、 Investment projects and use of raised funds
Before the funds raised from this non-public offering of shares are in place, the company has invested 611222 million yuan of self raised funds according to the actual situation of the project progress. After the raised funds are in place, they are replaced in accordance with the procedures specified in relevant laws and regulations. The replacement has been audited in the special assurance report on the replacement of Beijing Const Instruments Technology Inc(300445) raised funds (gyzz (2020) No. 310430) issued by YONGTUO on September 16, 2020.
As of December 31, 2021, the investment projects of the company's non-public offering funds are in normal progress, and the use of the raised funds is as follows:
Unit: 10000 yuan
No. after the adjustment of the commitment of the raised funds of the investment project, the accumulated investment amount of the raised funds has been invested
1 intelligent manufacturing project of pressure and temperature detection instrument 278956422408531400467
2 intelligent calibration product R & D center project 70400060 Shenzhen Sed Industry Co.Ltd(000032) 3629
Total 349356428408531724096
3、 Specific conditions and reasons for the delay of some fund-raising projects 1 Delay of the project invested by raising funds
In combination with the actual construction and investment progress of the company's investment projects with raised funds, the time for the project to reach the expected usable state shall be adjusted under the condition that the investment purpose and investment scale of the raised funds are not changed, as follows:
The time when the original plan of the sequential investment project reaches the predetermined usable status after adjustment
1. Intelligent manufacturing project of pressure and temperature detection instrument December 31, 2021 December 31, 2022
2 intelligent calibration product R & D center project December 31, 2021 December 31, 2022
2. Reasons for the delay of this raised investment project
The construction of the "smart instrument calibration project" of Beijing Puyuan Technology Co., Ltd., which is a wholly-owned subsidiary of Xinqing Investment Co., Ltd., started in January 2020, and the "smart instrument calibration project" of Beijing Puyuan Technology Co., Ltd. is the construction site of the "smart instrument calibration project". The funds raised from the non-public offering of shares were officially in place in August 2020. Although the company had used the self raised funds of RMB 611222 million for early investment according to the actual situation before the funds raised were in place, the overall construction progress of the above projects was delayed compared with the original plan due to the impact of regional epidemic prevention and control and the holding of the World Horticultural Expo, Beijing Winter Olympic Games and winter Paralympic Games.
Therefore, after careful decision, the company plans to extend the scheduled availability date of "pressure and temperature detection instrument intelligent manufacturing project" and "intelligent calibration product R & D center project" from December 31, 2021 to December 31, 2022.
4、 The impact on the company caused by the postponement of this raised investment project
The postponement of the raised investment project is a prudent decision made by the company according to the progress of the project implementation, and there is no change in the project implementation subject, the purpose and investment scale of the raised funds. There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders, which will not have a substantive impact on the implementation of the raised investment project. The postponement of this raised investment project will not have a significant impact on the company's current production and operation. 5、 Relevant review procedures and special opinions 1 Deliberations of the board of directors
On March 23, 2022, the 13th meeting of the 5th board of directors of the company deliberated and approved the proposal on the extension of fund-raising investment projects, and agreed that the company would extend the "intelligent manufacturing project of pressure and temperature detection instruments" and the "R & D center project of intelligent calibration products" without changing the implementation subject, purpose and scale of the fund-raising investment projects, The date of reaching the scheduled usable state is adjusted from December 31, 2021 to December 31, 2022.
2. Deliberations of the board of supervisors
On March 23, 2022, the 13th meeting of the 5th board of supervisors of the company deliberated and approved the proposal on the extension of fund-raising and investment projects. After deliberation, all supervisors unanimously agreed that the company would adjust the date when the "intelligent manufacturing project of pressure and temperature detection instruments" and "research and development Center project of intelligent calibration products" reach the scheduled usable state from December 31, 2021 to December 31, 2022.
3. Opinions of independent directors
After verification, we believe that the company's decision to postpone the investment project with raised funds is a prudent decision made according to the actual progress of the project, does not involve the change of the content, implementation subject and investment scale of the investment project with raised funds, and there is no change or disguised change of the purpose of raised funds and damage to the interests of shareholders. The company has fulfilled the necessary approval procedures for the extension of the investment projects with raised funds, which complies with the relevant 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 self-discipline supervision of listed companies No. 2 - standardized operation of GEM listed companies. Therefore, we agree to the extension of the company's investment project with the raised funds. 4. Verification opinions of the recommendation institution
After verification, the sponsor believes that: Beijing Const Instruments Technology Inc(300445) the extension of the investment project with raised funds has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors of the company have also expressed their consent and fulfilled the necessary procedures, Comply with the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies and listed company regulatory guidelines No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders, It will not have a substantial impact on the implementation of the investment project with raised funds. 6、 Documents for future reference 1 Beijing Const Instruments Technology Inc(300445) the resolution of the 13th meeting of the 5th board of directors; 2. Beijing Const Instruments Technology Inc(300445) the resolution of the 13th meeting of the 5th board of supervisors; 3. Independent opinions of Beijing Const Instruments Technology Inc(300445) independent directors on relevant matters of the 13th meeting of the 5th board of directors; 4. Verification opinions of Donghai Securities Co., Ltd. on the extension of Beijing Const Instruments Technology Inc(300445) raised funds investment project.
It is hereby announced.
Beijing Const Instruments Technology Inc(300445) board of directors
March 24, 2022
