Securities code: Jenkem Technology Co.Ltd(688356) securities abbreviation: Jenkem Technology Co.Ltd(688356) Announcement No.: 2022016
Jenkem Technology Co.Ltd(688356)
Announcement on using some over raised funds to permanently supplement working capital
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 the announcement, and bear legal responsibility for the authenticity, accuracy and integrity of the contents according to law. Important content tips:
Jenkem Technology Co.Ltd(688356) (hereinafter referred to as " Jenkem Technology Co.Ltd(688356) " or "the company") actually raised a net amount of 552284800 yuan from its initial public offering of shares, of which 232284800 yuan was raised in excess. It is proposed to use 69 million yuan of over raised funds to permanently supplement working capital, accounting for 29.70% of the total over raised funds.
The company promises that the cumulative use amount will not exceed 30% of the total over raised funds every 12 months, and promises not to make high-risk investment and provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital.
This matter needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
On March 28, 2022, the company held the 17th meeting of the second board of directors and the 16th meeting of the second board of supervisors, 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 69 million yuan to permanently supplement the working capital. The independent directors of the company expressed their independent opinions with explicit consent, and the recommendation institution issued verification opinions. Relevant matters are hereby announced as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of Jenkem Technology Co.Ltd(688356) initial public offering (zjxk [2020] No. 1579) issued by China Securities Regulatory Commission on July 28, 2020, the company issued 15 million ordinary shares to the public, with an issue price of RMB 41.18 per share and a total raised capital of RMB 617.7 million; After deducting the issuance expenses, the net amount of funds actually raised was RMB 552284800, of which the amount of over raised funds was RMB 232284800.
All the above funds have been in place, verified by PwC Zhongtian Certified Public Accountants (special general partnership) and issued PwC Zhongtian Yan Zi (2020) No. 0737 capital verification report on August 19, 2020. The company has stored the above-mentioned raised funds in a special account. For details, see the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on August 25, 2020 Announcement on the listing of Jenkem Technology Co.Ltd(688356) initial public offering of shares on the science and innovation board.
2、 Use of raised funds
According to the prospectus for initial public offering and listing on the science and Innovation Board disclosed by the company, 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 proposed to be invested in raised funds (10000 yuan) (10000 yuan)
1 industrialization of medical polyethylene glycol and its derivatives 15183931500000
And application achievement transformation project
2. The weight of medical polyethylene glycol polymer material enterprise is 400000
Point laboratory and R & D center upgrading project
3 PEGylated drugs and medical devices (clinical practice 831036800000)
(2) R & D projects
4. Supplementary working capital 500000
Total 32494293200000
The net amount of funds raised by the company is RMB 5522848 million, the total amount of funds raised for investment projects with raised funds is RMB 320 million, and the amount of over raised funds is RMB 2322848 million.
3、 Basic information of using some over raised funds to permanently supplement working capital
(I) permanent replenishment of working capital from the previous over raised funds
On December 10, 2020, the company held the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors, deliberated and adopted the proposal on using part of the over raised funds to permanently supplement working capital. The company used part of the over raised funds to permanently supplement working capital, totaling 50 million yuan, for production and operation activities related to the company's main business, which accounted for 21.53% of the total over raised funds. The independent directors of the company expressed their independent opinions on the above-mentioned proposal, the sponsor issued verification opinions, and the second extraordinary general meeting of shareholders of the company in 2020 deliberated and approved the proposal.
(II) permanent replenishment of working capital by over raised funds
On the premise of ensuring that the normal progress of the investment projects with raised funds will not be affected, in order to meet the demand for working capital, improve the use efficiency of raised funds, further improve the company's operating capacity and safeguard the interests of listed companies and shareholders, According to the requirements of laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange Kechuang board, 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 listed companies on Shanghai Stock Exchange Kechuang board No. 1 - standardized operation, the company plans to use part of the over raised funds of 69 million yuan to permanently supplement the working capital, Used for production and operation activities related to the company's main business.
It is proposed to use 69 million yuan of over raised funds to permanently supplement working capital, accounting for 29.70% of the total over raised funds, It complies with the 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 that "the part of the net amount of funds actually raised by listed companies exceeding the amount of funds planned to be raised (over raised funds) can be used to permanently supplement working capital and repay bank loans, and the cumulative amount shall not exceed 30% of the total amount of over raised funds within 12 months".
The company promises that the cumulative use amount will not exceed 30% of the total amount of over raised funds every 12 months, And promised not to make high-risk investment and provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital (except for the investment funds related to the main business jointly invested by the company and professional investment institutions, or the investment funds such as market-oriented industrial investment funds in poor areas and poverty alleviation public welfare funds).
4、 Review procedures for implementation
On March 28, 2022, the company held the 17th meeting of the second board of directors and the 16th meeting of the second board of supervisors, deliberated and approved the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed that the company plans to use the over raised funds of 69 million yuan to permanently supplement the working capital on the premise of ensuring the capital requirements of the investment projects with raised funds and not affecting the normal progress of the investment projects with raised funds. The matter still needs to be deliberated and approved by the company's 2021 annual general meeting of shareholders.
5、 Description of special opinions
(I) opinions of independent directors
Independent directors believe that the company's use of part of the over raised funds to permanently supplement the working capital is for the needs of the company's actual operation, which is conducive to improving the use efficiency of the raised funds and the company's operating ability, which is in line with the needs of the company's strategic development and the interests of all shareholders. The use of the over raised funds this time will not affect the normal progress of the fund-raising projects, and there is no disguised change in the investment direction of the raised funds and damage to the interests of the shareholders of the company. The relevant contents comply with laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, the guidelines for the self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation Provisions of normative documents and management system for special storage and use of Jenkem Technology Co.Ltd(688356) raised funds.
In conclusion, we unanimously agree to this proposal and agree to submit it to the 2021 annual general meeting of shareholders. (II) opinions of the board of supervisors
The board of supervisors believes that the company's use of part of the over raised funds to permanently supplement the working capital is conducive to meeting the company's working capital needs, improving the use efficiency of the raised funds and reducing the financial cost. There is no behavior of changing the purpose of the raised funds in a disguised form, affecting the normal implementation of the investment projects of the raised funds, and damaging the interests of the company and all shareholders.
In conclusion, the board of supervisors unanimously agreed to this proposal and agreed to submit it to the 2021 annual general meeting of shareholders. (III) opinions of the recommendation institution
After verification, the recommendation institution believes that:
After reviewing the meeting materials of the board of directors, the deliberation results of the meeting, the meeting materials of the board of supervisors, the deliberation results of the meeting and the opinions of independent directors, the sponsor believes that Jenkem Technology Co.Ltd(688356) using part of the over raised funds to permanently supplement the working capital will help to improve the use efficiency of the raised funds, reduce the financial cost and will not affect the normal progress of the investment projects of the raised funds, There is no change in the investment direction of the raised funds or damage to the interests of shareholders, and it has been deliberated and approved by the board of directors and the board of supervisors of the listed company, and the independent directors have expressed their consent, and the necessary procedures have been performed, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
Jenkem Technology Co.Ltd(688356) the relevant deliberation procedures on the use of part of the over raised funds for permanent replenishment of working capital comply with the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of funds raised by listed companies, and the guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation Relevant provisions of laws, administrative regulations, departmental rules and business rules such as the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation). In conclusion, the recommendation institution agrees that Jenkem Technology Co.Ltd(688356) this time use part of the over raised funds to permanently supplement the working capital. 6、 Online announcement attachment
(I) independent opinions of Jenkem Technology Co.Ltd(688356) independent directors on matters related to the 17th meeting of the second board of directors;
(II) verification opinions of Citic Securities Company Limited(600030) on Jenkem Technology Co.Ltd(688356) using part of the over raised funds to permanently supplement the working capital.
It is hereby announced.
Jenkem Technology Co.Ltd(688356) board of directors March 29, 2022
