Securities code: 688259 securities abbreviation: chuangyao technology Announcement No.: 2022012 chuangyao (Suzhou) communication technology Co., Ltd
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 this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Chuangyao (Suzhou) communication technology Co., Ltd. (hereinafter referred to as "the company") held the 19th meeting of the first board of directors and the 9th meeting of the first board of supervisors on April 14, 2022, deliberated and adopted the proposal on the company's use of part of the over raised funds to permanently supplement the working capital, and agreed to use part of the over raised funds to permanently supplement the working capital of 260 million yuan, The over raised funds to be used for permanent replenishment of working capital account for 29.38% of the total over raised funds. The use of part of the over raised funds to permanently supplement the working capital will not affect the capital demand for the construction of the project invested by the raised funds. The independent directors of the company expressed their independent opinions on the proposal.
The company promises that the accumulated over raised funds used for permanent replenishment of working capital or repayment of bank loans shall not exceed 30% of the total over raised funds every 12 months; No high-risk investment and financial support for objects other than holding subsidiaries will be made within 12 months after the current replenishment of working capital.
This matter needs to be submitted to the general meeting of shareholders for deliberation.
1、 Basic information of raised funds
According to the reply on Approving the registration of the initial public offering of shares of chuangyao (Suzhou) communication technology Co., Ltd. (zjxk [2021] No. 3654) issued by the China Securities Regulatory Commission, the company was approved to publicly issue 20 million RMB ordinary shares, with a par value of RMB 1 per share, an issue price of RMB 66.60 per share and a total raised capital of RMB 133200000000, After deducting the issuance expenses of RMB 11235493673, the net amount of funds actually raised was RMB 121964506327. All the raised funds were in place on January 7, 2022. Zhonghui Certified Public Accountants (special general partnership) verified the availability of funds on January 7, 2022 and issued the capital verification report (Zhonghui Keyan [2022] No. 0008). The company has adopted a special account storage system for the raised funds. For details, see the company's website at Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the listing of chuangyao (Suzhou) communication technology Co., Ltd. on the science and innovation board for initial public offering of shares disclosed.
2、 Investment projects with raised funds
According to the disclosure in the prospectus of chuangyao (Suzhou) communication technology Co., Ltd. for initial public offering of shares and listing on the science and innovation board, the investment projects raised by the company's initial public offering of shares and the use plan of raised funds are as follows:
No. name of the investment project with raised funds the total investment of the project is proposed to be put into raising and filing
(10000 yuan) capital (10000 yuan)
Research and development of power Internet of things chip and application project of suyuanxing Shenbei 1 system 819493 [2020] No. 772
R & D and system application project of accessing SV transmission chip and forwarding chip suyuanxing Shenbei 21317944 [2020] No. 774
Suyuanxing Shenbei 3 R & D center construction project 1208582 [2020] No. 773
Total 3346019-
The net amount of funds raised by the company is 1219645100 yuan, the total amount of funds raised for investment projects with raised funds is 334 Southern Publishing And Media Co.Ltd(601900) yuan, and the amount of over raised funds is 885043200 yuan.
3、 The plan of permanently replenishing working capital with over raised funds this time
As the construction of the investment project with raised funds needs a certain period, in order to improve the efficiency of fund use, according to the use plan of the company's raised funds, some of the company's raised funds are temporarily idle.
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 260 million yuan to permanently supplement the working capital, Used for production and operation activities related to the company's main business.
This time, it is planned to use 260 million yuan of over raised funds to permanently supplement working capital, accounting for 29.38% of the total amount of over raised funds. The accumulated amount of over raised funds used by the company to permanently supplement working capital in the last 12 months does not exceed 30% of the total amount of over raised funds, which does not violate the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the use of raised funds of listed companies.
4、 Relevant instructions and commitments
On the premise of ensuring the capital demand for the construction of the investment projects with raised funds and the normal progress of the investment projects with raised funds, the company uses part of the over raised funds to permanently supplement the working capital for the production and operation related to the company's main business, which is conducive to improving the use efficiency of the raised funds, reducing the financial cost, meeting the needs of the actual operation and development of the company and the interests of all shareholders. There is no change in the use purpose of the raised funds and the normal progress of the investment projects with the raised funds, which is in line with the relevant provisions of laws and regulations.
The company promises that the cumulative amount used in every 12 months will not exceed 30% of the total amount of over raised funds, 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).
5、 The review procedures for the use of some over raised funds to permanently supplement working capital this time
At the 19th meeting of the first board of directors and the 9th meeting of the first board of supervisors held on April 14, 2022, the company deliberated and adopted the proposal on the company's use of part of the over raised funds to permanently supplement the working capital, and agreed to use part of the over raised funds to permanently supplement the working capital of 260 million yuan. The independent directors of the company have expressed their independent opinions on the above matters. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 Description of special opinions
(I) opinions of independent directors
The independent directors of the company believe that the company's use of part of the excess raised funds to permanently supplement the working capital is conducive to improving the use efficiency of the raised funds, reducing financial expenses and further improving the profitability of the company, which is in line with the interests of the company and all shareholders. The use of part of the excess raised funds to permanently supplement the working capital complies with the 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 guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the articles of association, the measures for the administration of the use of raised funds and so on. The review procedures involved in the use of part of the excess raised funds to permanently supplement working capital comply with the provisions of laws, administrative regulations, departmental rules and other normative documents, and there is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders.
In conclusion, the independent directors agreed to use part of the excess raised funds to permanently supplement the working capital, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
(II) opinions of the board of supervisors
The board of supervisors of the company believes that the company's use of part of the excess raised funds for permanent replenishment of working capital is conducive to improving the use efficiency of the raised funds and reducing financial expenses, which is in line with the interests of the company and all shareholders. The use of part of the excess raised funds to permanently supplement the working capital complies with the 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 guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the articles of association, the measures for the administration of the use of raised funds and so on. The review procedures involved in the use of part of the excess raised funds to permanently supplement working capital comply with the provisions of laws, administrative regulations, departmental rules and other normative documents, and there is no change in the purpose of the raised funds and damage to the interests of shareholders.
In conclusion, the board of supervisors of the company agreed to permanently supplement the working capital with part of the excess raised funds, and the proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) verification opinions of the recommendation institution
After verification, the sponsor believes that the use of over raised funds by chuangyao technology for permanent replenishment of working capital will help to improve the use efficiency of raised funds, reduce financial costs, and will not affect the normal progress of investment projects with raised funds. There is no change in the investment direction of raised funds and damage the interests of shareholders. It has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their consent and performed the necessary procedures, It needs to be submitted to the general meeting of shareholders of the company for deliberation.
The relevant deliberation procedures of chuangyao technology's use of some over raised funds for permanent replenishment of working capital comply with the Listing Rules of Shanghai Stock Exchange Kechuang board (revised in December 2020) and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2012] No. 44) Relevant provisions of laws, administrative regulations, departmental rules and business rules such as the guidelines for self-discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the measures for continuous supervision of companies listed on the science and Innovation Board (for Trial Implementation). Chuangyao technology uses the over raised funds to permanently supplement the working capital, which is conducive to the development of the company's main business and improve the use efficiency of the raised funds, which is in line with the interests of the company and all shareholders.
In conclusion, the sponsor has no objection to chuangyao technology's use of some over raised funds to permanently supplement working capital.
7、 Online announcement document
1. Independent director of chuangyao (Suzhou) communication technology Co., Ltd. on the 19th meeting of the first board of directors
2. Haitong Securities Company Limited(600837) verification opinions on the permanent replenishment of working capital by chuangyao (Suzhou) communication technology Co., Ltd. with some over raised funds.
It is hereby announced.
Board of directors of chuangyao (Suzhou) communication technology Co., Ltd. April 15, 2022
