Guotai Junan Securities Co.Ltd(601211)
About Loctek Ergonomic Technology Corp(300729)
Some raised investment projects are changed from borrowing from subsidiaries to increasing capital from subsidiaries
Verification opinions implemented
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) " or "the sponsor") as a sponsor of Loctek Ergonomic Technology Corp(300729) (hereinafter referred to as "the company", " Loctek Ergonomic Technology Corp(300729) ") issuing shares to specific objects, in accordance with the measures for the administration of securities issuance and listing sponsorship business, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange Relevant provisions such as "guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies" and other relevant provisions perform continuous supervision duties, and change the implementation of Loctek Ergonomic Technology Corp(300729) some raised and invested projects from borrowing from subsidiaries to increasing capital from subsidiaries. The verification situation and specific verification opinions are as follows: I. Basic information of raised funds
According to the reply on Approving the registration of Loctek Ergonomic Technology Corp(300729) issuing shares to specific objects (zjxk [2021] No. 2380) issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC") on July 15, 2021, the company issued 38716814 ordinary shares (A shares) to specific objects, with an issue price of 18.08 yuan per share and a total raised capital of 6999999712 yuan, After deducting 975822337 yuan of various issuance expenses, the net amount of raised funds is 69024177375 yuan. The above raised funds were transferred to the designated account of the company on September 28, 2021. Lixin Certified Public Accountants (special general partnership) verified the availability of funds, and issued the Loctek Ergonomic Technology Corp(300729) capital verification report (xksbz [2021] No. zf10936) on September 29, 2021.
The details of the projects to be invested by the raised funds of the company are as follows:
No. project name proposed investment amount of raised funds
(10000 yuan)
1 linear drive core technology product intelligent factory project 2940726
2 annual output of 150000 sets of intelligent linear drive products 5g + Intelligent factory technical transformation project 307946
3. Marketing R & D headquarters building construction project 1273693
4 public warehouse and independent station information system construction project 310313
5. Supplementary working capital 2069739
Total 6902418
2、 Overview of this adjustment
1. Scheme and implementation progress of providing loans to subsidiaries before this adjustment
At the 34th meeting of the 4th board of directors and the 28th meeting of the 4th board of supervisors held on October 11, 2021, the company deliberated and adopted the proposal on investing the raised funds in the raised investment projects of wholly-owned subsidiaries by means of loans. Ningbo lege Technology Co., Ltd. has agreed to provide an interest free loan of RMB 3.077 million to promote the implementation of the strategic development project of Zhejiang lege Technology Co., Ltd. and Zhejiang lege Technology Co., Ltd. respectively. The above loan term shall not exceed 5 years from the date of loan issuance, and can be repaid in advance.
On November 26, 2021, the company held the 36th meeting of the 4th board of directors and the 30th meeting of the 4th board of supervisors, which respectively deliberated and adopted the proposal on changing some investment projects with raised funds, It is agreed to change the raised capital investment project "smart factory project of linear drive core technology products" originally implemented by Ningbo lege smart home Co., Ltd. to "smart factory project of linear drive core technology smart home products" implemented by Guangxi lege smart home Co., Ltd. (hereinafter referred to as "Guangxi lege"), The remaining raised funds of 293888600 yuan originally planned to be invested in the "smart factory project of linear drive core technology products" are all used for the construction of the "smart factory project of linear drive core technology smart home products".
As of the date of issuance of this verification opinion, the company has not provided loans to Guangxi lege and Zhejiang lege Intelligent Drive Technology Co., Ltd. (hereinafter referred to as "lege intelligent drive").
2. Plan for capital increase to subsidiaries after this adjustment
The company plans to increase the capital of Guangxi lege by 2938886 million yuan, which is fully included in the capital reserve of Guangxi lege. After the capital increase, Guangxi lege will still be a wholly-owned subsidiary of the company.
The company plans to increase the capital of 307946 million yuan for LEGO intelligent drive. All the capital increase is included in the capital reserve of LEGO intelligent drive. After this capital increase, Lego intelligent drive is still a wholly-owned subsidiary of the company.
3. This capital increase does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
4. According to the company law and other laws and regulations and the articles of association, the capital increase of the company must be submitted to the general meeting of shareholders for deliberation.
3、 Basic information of the capital increase object
(I) Guangxi music and song
Company name: Guangxi lege smart home Co., Ltd
Registered address: Room 502, 5th floor, science and technology R & D building, moon cake Town, Hepu Industrial Park, Lianzhou Town, Hepu County, Beihai City, Guangxi Zhuang Autonomous Region
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered capital: 100 million yuan
Date of establishment: February 25, 2021
Legal representative: Feng Bing
Business scope: general furniture manufacturing; Furniture sales; Smart home consumer equipment manufacturing; Sales of smart home consumer equipment; Manufacturing of micro and special motors and components; Manufacturing of cultural and office equipment; Production of class I medical devices; Sales of class I medical devices; Manufacturing of mechanical and electrical equipment; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Furniture spare parts production; Daily mask (non-medical) production; Manufacturing of electronic components and electromechanical components; Sporting goods manufacturing; Research and development of motor and its control system; Sales of mechanical equipment; Retail of medical masks; Wholesale of medical masks; Daily mask (non-medical) sales; Sales of class II medical devices; Wholesale of protective articles for medical staff; Furniture spare parts sales; Sales of micro and special motors and components; Sales of electronic components and electromechanical components and equipment; Wholesale of sporting goods and equipment; Retail of sporting goods and equipment; Sales of office supplies; Household goods sales; Research and development of household appliances; Sales of household appliances; Manufacturing of gas and liquid separation and purification equipment; Research and development of mechanical equipment; Development of artificial intelligence application software; Wholesale of kitchenware, sanitary ware and daily sundries; Research and development of kitchenware, sanitary ware and daily sundries; Retail of kitchenware, sanitary ware and daily sundries; Sanitary ware manufacturing; Manufacturing of sanitary ceramic products; Sanitary ware R & D (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license): import and export of goods; Technology import and export (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments)
Equity structure: the company holds 100% equity of Guangxi lege
Financial position:
March 31, 2022 December 31, 2021
Total assets 474847173913615212601
Total liabilities 3950337276529517712226
Net assets 79813446266797500375
Project from January to March 2022
Operating income 0.00 0.00
Net profit 183844251 -52499625
Note: the financial data of 2021 was audited by Lixin Certified Public Accountants (special general partnership); The financial data from January to March 2022 were unaudited.
(II) intelligent drive of music and song
Company name: Zhejiang lege Intelligent Drive Technology Co., Ltd
Registered address: Science and Technology Park (Yujia Village), Jiangshan Town, Yinzhou District, Ningbo
Enterprise type: limited liability company (wholly owned by foreign-invested enterprise legal person)
Registered capital: 10 million yuan
Date of establishment: February 24, 2010
Legal representative: Sun haiguang
Business scope: general items: mechanical and electrical equipment manufacturing; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Furniture spare parts production; Furniture manufacturing; Daily mask (non-medical) production; Production of class I medical devices; Manufacturing of micro and special motors and components; Manufacturing of electronic components and electromechanical components; Household goods manufacturing; Sporting goods manufacturing; Research and development of motor and its control system; Sales of mechanical equipment; Sales of class I medical devices; Wholesale of medical masks; Retail of medical masks; Daily mask (non-medical) sales; Sales of class II medical devices; Wholesale of protective articles for medical staff; Furniture spare parts sales; Sales of micro and special motors and components; Sales of electronic components and electromechanical components and equipment; Wholesale of sporting goods and equipment; Retail of sporting goods and equipment; Sales of office supplies; Sales of household goods (except for items subject to approval according to law, carry out business activities independently according to law with business license). Licensed items: technology import and export; Import and export agency; Import and export of goods (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results).
Equity structure: the company holds 100% equity of music smart drive
Financial position:
March 31, 2022 December 31, 2021
Total assets 4086182350563532925207
Total liabilities 3779266951161539896534
Net assets 30691539941993028673
Project from January to March 2022
Operating income 143730517294538562138
Net profit 787274231 -556950257
Note: the financial data of 2021 was audited by Lixin Certified Public Accountants (special general partnership); The financial data from January to March 2022 were unaudited. 4、 Purpose of this capital increase and its impact on the company
The use of raised funds to increase capital to Guangxi lege and lege intelligent drive, a wholly-owned subsidiary of the company, is conducive to ensuring the smooth implementation of the construction of raised investment projects, improving the use efficiency of raised funds, meeting the business development needs of the company, improving the profitability of the company, conforming to the use plan of raised funds, the development strategy and long-term plan of the company, and the interests of the company and all shareholders.
The increase of capital has no significant impact on the operating results of the company and the sources of the funds raised this year. 5、 Management of raised funds after this capital increase
After this capital increase, the company and its subsidiaries will deposit and use the raised funds in strict accordance 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, and the company's management system for the special storage and use of raised funds. 6、 Relevant review and approval procedures
(I) deliberations of the board of directors and the board of supervisors
At the 39th meeting of the 4th board of directors held on April 11, 2022, the company considered and adopted the proposal on changing the implementation of some raised investment projects from borrowing from subsidiaries to increasing capital from subsidiaries. On the same day, the company
