Securities code: Shenzhen Jpt Opto-Electronics Co.Ltd(688025) securities abbreviation: Shenzhen Jpt Opto-Electronics Co.Ltd(688025) Announcement No.: 2022019 Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd
Announcement on the closing of some raised investment projects in the initial public offering of shares and permanently replenishing the surplus raised funds with 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.
Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as "the company") held the 42nd meeting of the second board of directors and the 29th meeting of the second board of supervisors on March 30, 2022, deliberated and adopted the proposal on closing the projects invested by raising funds in the initial public offering of shares and permanently replenishing the surplus raised funds to the working capital, It is agreed that the company will close part of the investment project "ultrafast laser R & D and production construction project" raised by the initial public offering, and use the surplus raised funds to permanently supplement the working capital of the company. The independent directors of the company expressed clear consent to the matter. This proposal does not need to be submitted to the general meeting of shareholders for deliberation. The details are as follows:
1、 Basic information of raised funds
With the approval of the China Securities Regulatory Commission on the registration of initial public offering shares of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (zjxk [2019] No. 1797), the company publicly issued 23092144 ordinary shares in RMB, with a par value of RMB 1.00 per share and an issue price of RMB 43.86 per share. The total funds raised were RMB 101282143584, after deducting the issue expenses of RMB 9778575907, The net amount of funds actually raised was 91503567677 yuan. The above raised funds have been verified by Ruihua Certified Public Accountants (special general partnership) and issued the capital verification report of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (rhyz [2019] No. 48490002).
2、 Shenzhen Jpt Opto-Electronics Co.Ltd(688025) initial public offering fund deposit and management
In order to standardize the management of the company's raised funds and protect the legitimate rights and interests of the company's shareholders, especially small and medium-sized investors, according to the requirements of 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 company has opened a special account for raised funds (hereinafter referred to as "special account"), stored the raised funds in a special account, and cooperated with the recommendation institution China International Capital Corporation Limited(601995) The commercial banks that deposit the raised funds signed the tripartite supervision agreement on the storage of the special account for raised funds. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on October 30, 2019 Announcement of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. on the listing of science and innovation board for initial public offering of shares. According to the requirements of Shanghai Stock Exchange and relevant regulations, the company and its wholly-owned subsidiary Huizhou Shenzhen Jpt Opto-Electronics Co.Ltd(688025) Electronic Technology Co., Ltd. (hereinafter referred to as "Huizhou Shenzhen Jpt Opto-Electronics Co.Ltd(688025) "), the sponsor China International Capital Corporation Limited(601995) , and the commercial bank storing the raised funds signed the four party supervision agreement on the storage of the special account for raised funds respectively. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 6, 2019 Announcement of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. on signing the quadripartite supervision agreement for the storage of raised funds (Announcement No.: 2019004).
3、 Investment projects with raised funds
According to the purpose of the raised funds disclosed in the prospectus of the company's initial public offering and listing on the science and innovation board, the total amount of the raised funds of the company's initial public offering will be invested in the construction of the following projects after deducting the issuance expenses: unit: RMB 10000
No. project name: total investment of the main project to be implemented and the amount of raised capital to be invested
1 fiber laser production expansion construction project 13151001237100 2 laser / optical intelligent equipment production expansion construction project 11987001127600
3 semiconductor laser production expansion construction project Huizhou Jiepu 983700925300 4 semiconductor laser processing and optical detection special 1675 Landocean Energy Services Co.Ltd(300157) 5900 equipment R & D and production construction project
5 ultrafast laser R & D and production construction project 885900833300
6 R & D center construction project 768900723300
7. Supplementary working capital 29 China Vanke Co.Ltd(000002) 727857
Total 97276009150357
4、 Storage and savings of raised funds of the closed project
The investment project of the raised funds settled by the company this time is "ultrafast laser R & D, production and construction project". By March 18, 2022, the investment of the project has been basically completed, and the production line and equipment have reached the serviceable state and put into use.
(I) storage of funds raised by this closing
As of March 18, 2022, the fund-raising investment project "ultrafast laser R & D and production construction project" has been settled, and the storage of the fund-raising is as follows:
Unit: RMB 10000
Project Name: amount of raised funds not yet used in the bank account of the deposit bank
Ultrafast laser R & D Bank Of China Limited(601988) 741973024981598928 production and construction project Shenzhen Longhua sub branch
(II) savings of raised funds of the project closed
As of March 18, 2022, the utilization and savings of the raised funds of the closed project are as follows: unit: RMB 10000
The accumulated interest income of the raised funds to be invested is deducted from the total investment of the unused raised project name. The amount of the raised funds excluding the handling fee
Net amount
Ultrafast laser R & D 8333 Brother Enterprises Holding Co.Ltd(002562) 06 218.34598928 production and construction project
Note: the expected remaining amount of raised funds does not include the bank interest income that has not been received. The amount finally transferred into the company's own fund account shall be subject to the balance of the special account on the day of fund transfer out.
5、 Main reasons for savings in raised funds
As of March 18, 2022, the difference between the estimated investment and the actual investment of the "ultrafast laser R & D and production construction project" is as follows:
Unit: 10000 yuan
Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) considering the expected investment of Shenzhen project, the actual investment completion proportion of pre investment first investment total pre investment completion proportion
Project construction 1956 Shanghai Metersbonwe Fashion&Accessories Co.Ltd(002269) 04 116.00%
Equipment purchase 265500 293.01 11.04% 311.06 604.07 22.75%
Personnel recruitment 177300 -- 113299113299 63.90% and training
Initial working capital 194600-570.53 29.32%
Total 8330 Brother Enterprises Holding Co.Ltd(002562) 06 30.76% 201458457663 54.94%
Note: the estimated investment amount of the raised investment project has been adjusted according to the actual raised funds.
The main reasons for the savings of funds raised by the "ultrafast laser R & D and production construction project" are as follows:
(I) at present, the overall price of ultrafast laser is higher than that of solid-state laser and fiber laser, and the market popularity is low. In order to further reduce the product cost and improve the output power, the product design scheme of the company is still in the process of rapid updating and iteration. Therefore, the company retained some ultrafast laser production personnel to work in Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) and used some production equipment common to the laser production line for early R & D and production, resulting in the equipment purchase cost, personnel recruitment and training cost in the fund-raising plan not yet used. Subsequently, the company will invest in the recruitment and training of personnel related to ultrafast laser production and equipment purchase according to the market demand.
(II) during the implementation of the "ultrafast laser R & D and production construction project" funded by raised funds, since the construction of the implementation site of Huizhou funded by raised funds has not been completed in the early stage, based on the broad application prospect of ultrafast laser in precision processing technology in semiconductor, consumer electronics and other fields, in order to speed up the business layout of ultrafast laser and quickly improve the self-made technical level, the company invested some R & D equipment procurement and Personnel recruitment and training expenses and initial working capital, so this part of the investment will no longer use the raised funds for secondary investment. (III) since the beginning of 2019, the market price of some production and R & D equipment required by the raised investment project has shown a downward trend, further saving the equipment purchase cost.
(IV) during the construction of the raised investment project, based on the actual situation of the project and on the premise of ensuring the project quality, the company adheres to the principle of prudence and economy, strengthens the control, supervision and management of the cost of all links of the project construction, and reasonably reduces the total expenditure of the project by optimizing the planning and design of the production site and the maintenance and reuse of the production line.
(V) the raised funds generate interest income and cash management investment income in the storage process.
6、 Use plan of surplus raised funds
The "ultrafast laser R & D, production and construction project" has basically completed the investment, and the production line and equipment have reached the usable state. At present, the company is actively expanding relevant customers. In order to improve the use efficiency of the raised funds, improve the company's fund situation, reduce financial expenses and improve economic benefits, the company plans to permanently supplement the surplus raised funds of RMB 598928 million (the actual amount shall be subject to the balance of the special account on the day of fund transfer out) with working capital for the company's daily business activities.
After the surplus raised funds are transferred out, the company will go through the account cancellation procedures and cancel the relevant raised funds account, and the supervision agreement on the special account for raised funds signed by the company with the sponsor, the project implementation subject and the deposit bank will be terminated accordingly.
7、 Description of special opinions
(I) opinions of independent directors
The independent directors believe that the completion of the "ultrafast laser R & D and production construction project" of the company's initial public offering and the use of the surplus raised funds to permanently supplement the company's working capital will further fill the cash flow of the company's main business, be conducive to the development of the company's main business, improve the company's capital utilization efficiency and reduce the company's financial expenses, which is in the interests of the company and all shareholders, There is no situation that damages the interests of the company or shareholders.
The contents and decision-making procedures of this matter 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 Shanghai Stock Exchange's science and innovation board, the guidelines for the application of self regulatory rules of Shanghai Stock Exchange's science and innovation board listed companies No. 1 - standardized operation, and there is no disguised change in the investment direction of raised funds and damage to shareholders, Especially the interests of minority shareholders. Therefore, the independent directors of the company agreed to the matters considered in the proposal on closing some raised investment projects in the initial public offering and permanently replenishing the surplus raised funds with working capital.
(II) opinions of the board of supervisors
The board of supervisors held that the completion of the "ultrafast laser R & D and production construction project" in the IPO of the company and the use of the surplus raised funds to permanently supplement the working capital of the company comply with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and the Listing Rules of Shanghai Stock Exchange on the science and innovation board The provisions of relevant laws and regulations such as the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation are conducive to further filling the cash flow of the company's main business, improving the efficiency of the use of raised funds and reducing the financial cost
