Securities code: 688270 securities abbreviation: Zhenlei technology Announcement No.: 2022013 announcement of Zhejiang Zhenlei Technology Co., Ltd. on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses. 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 this announcement, and are responsible for the authenticity Individual and joint liability for accuracy and completeness. Zhejiang Zhenlei Technology Co., Ltd. (hereinafter referred to as “the company”) held the seventh meeting of the first board of directors and the fifth meeting of the first board of supervisors on April 6, 2022, and deliberated and adopted the proposal on using raised funds to replace self raised funds invested in advance and paid issuance expenses, It is agreed that the company will use the raised funds of RMB 335095 million to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
The above matters comply with the provisions on replacement within 6 months after the arrival of the raised funds. The board of supervisors and independent directors of the company expressed their opinions on this matter, the sponsor Citic Securities Company Limited(600030) issued verification opinions, and Tianjian Certified Public Accountants (special general partnership) issued assurance report.
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Zhejiang Zhenlei Technology Co., Ltd. (zjxk [2021] No. 4031) approved and issued by the China Securities Regulatory Commission, the company issued 27310000 A shares on January 27, 2022, with an issue price of 61.88 yuan per share and a total raised capital of 168994280000 yuan, After deducting the issuance expenses of 15363182069 yuan (excluding value-added tax, the same below), the actual net amount of funds raised (hereinafter referred to as “net amount of funds raised”) is 153631097931 yuan. The above-mentioned net fund-raising has been verified by Tianjian Certified Public Accountants (special general partnership) and confirmed by issuing the capital verification report (tjy [2022] No. 37).
In order to standardize the management and use of the company’s raised funds and protect the rights and interests of investors, the company has established a special account for raised funds, and signed the tripartite supervision agreement on the storage of the special account for raised funds and the quadripartite supervision agreement on the storage of the special account for raised funds with the sponsor and the deposit bank of the special account for raised funds. All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company.
2、 Investment projects with raised funds
According to the prospectus of Zhejiang Zhenlei Technology Co., Ltd. for initial public offering and listing on the science and innovation board, the company’s investment projects with raised funds (hereinafter referred to as “raised investment projects”) and the use plan of raised funds are as follows:
Unit: 10000 yuan
No. the total investment of the project invested by raising funds is proposed to use the filing number of the raised funds
amount of money
R & D and industrialization of RF microsystem 126529021023 Shanghai Labway Clinical Laboratory Co.Ltd(301060) 4-029579071 project
R & D and industrialization project of two programmable RF signal processing cores 1876751187675121023 Shanghai Labway Clinical Laboratory Co.Ltd(301060) 4-02404878
3 solid state electronic switch R & D and production 71665871665821023 Shanghai Labway Clinical Laboratory Co.Ltd(301060) 4-02311399 industrialization project
4 headquarters base and cutting-edge technology research 16871271687127/
Development project
5. Supplementary working capital 1500000/
Total 457026708
3、 Advance investment of self raised funds into projects invested with raised funds
In order to ensure the smooth progress of this raised investment project, the company used self raised funds to invest in the raised investment project in advance according to the actual progress of the raised investment project before the raised funds were in place. As of March 9, 2022, the actual amount of the raised investment project invested in advance by the company with self raised funds is 319906 million yuan, and the amount to be replaced this time is 319906 million yuan. Tianjian Certified Public Accountants (special general partnership) issued the verification report on the pre investment of raised projects by Zhejiang Zhenlei Technology Co., Ltd. with self raised funds (tianjianshen [2022] No. 1710) according to the use of the above self raised funds. The details are as follows:
Unit: RMB 10000
Project name total investment ratio of self raised funds to total investment
Amount example (%)
RF microsystem R & D and industrialization project 1265290 133.57 1.06
Research and development of programmable RF signal processing chip and 1876751223499 11.91
Industrialization project
Solid state electronic switch R & D and industrialization project 716658 691.07 9.64
Headquarters base and cutting-edge technology R & D project 1687127 139.43 0.83
Supplementary working capital 1500000
Total 7045826319906 5.77
4、 Advance payment of issuance expenses with self raised funds
The total issuance expenses of the company’s funds raised this time are RMB 1536318 million, including recommendation and underwriting expenses of RMB 126552 million and other issuance expenses of RMB 270798 million.
As of March 9, 2022, the company has used self raised funds to pay the issuance fee of RMB 1.5189 million, which is proposed to be replaced with the raised funds this time. 5、 Review procedures for the replacement of raised funds
On April 6, 2022, the company held the seventh meeting of the first board of directors and the fifth meeting of the first board of supervisors respectively, deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses, and agreed to use raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses, with a total amount of 335095 million yuan. The board of supervisors and independent directors of the company expressed their opinions on this matter, the sponsor Citic Securities Company Limited(600030) issued verification opinions, and Tianjian Certified Public Accountants (special general partnership) issued assurance report.
The above matters are within the approval authority of the board of directors of the company and do not need to be submitted to the general meeting of shareholders for deliberation. The replacement time of the raised funds is less than 6 months from the arrival date of the raised funds, which meets the requirements of relevant laws and regulations.
6、 Description of special opinions
(I) opinions of independent directors
The independent directors of the company believe that the company’s use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses does not affect the normal implementation of the raised investment projects, nor does it change the investment direction of the raised funds in a disguised manner, and the replacement does not harm the interests of the company and shareholders, especially the interests of minority shareholders. The replacement time shall comply with the provisions on replacement within 6 months after the arrival of the raised funds. The contents and procedures comply 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, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the company’s raised funds management system. The independent directors agree that the board of directors will consider and pass relevant proposals.
(II) opinions of the board of supervisors
The board of supervisors of the company believes that the company’s use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses does not change the purpose of the raised funds and damage the interests of shareholders, and will not affect the normal progress of the raised funds investment projects.
(III) verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of the raised funds to replace the self raised funds that have been invested in the raised investment projects and paid the issuance expenses in advance has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, and Tianjian certified public accountants office (special general partnership) has conducted special verification, issued an assurance report, and fulfilled the necessary approval procedures. The company’s use of the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses does not change the purpose of the raised funds in a disguised manner and damage the interests of shareholders, will not affect the normal progress of the raised funds investment projects, and the replacement time shall not exceed six months from the arrival time of the raised funds, which is in line with the measures for the administration of securities issuance and listing recommendation business (revised in June 2020) Regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), listing rules for shares on the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020), self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and other relevant provisions and the company’s fund-raising management system. The recommendation institution has no objection to the company’s use of the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and to pay the issuance expenses.
(IV) audit opinions of accounting firm
Tianjian Certified Public Accountants (special general partnership) issued the special verification report on the replacement of raised funds of Zhejiang Zhenlei Technology Co., Ltd. (tianjianshen [2022] No. 1710), It is considered that the special instructions on replacing self raised funds invested in pre raised projects and paid issuance expenses with raised funds prepared by the management of your company comply with the provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) and the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, In all major aspects, it truthfully reflects the actual situation of your company’s pre investment of raised capital investment projects and payment of issuance expenses with self raised funds as of March 9, 2022.
7、 Online announcement attachment
(I) independent opinions of independent directors of Zhejiang Zhenlei Technology Co., Ltd. on relevant matters considered at the 7th Meeting of the first board of directors of the company
(II) Citic Securities Company Limited(600030) opinions on the verification of Zhejiang Zhenlei Technology Co., Ltd. using the raised funds to replace the self raised funds that have been invested in the raised projects in advance and paid the issuance expenses
(III) special assurance report on the replacement of raised funds of Zhejiang Zhenlei Technology Co., Ltd. (TJs [2022] No. 1710)
It is hereby announced.
Board of directors of Zhejiang Zhenlei Technology Co., Ltd
April 7, 2022
