Securities code: 301279 securities abbreviation: Jindao technology Announcement No.: 2022006
Zhejiang Jindao Technology Co., Ltd
About using raised funds for replacement
Announcement of self raised funds invested in raised investment projects in advance and paid issuance expenses
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Zhejiang Jindao Technology Co., Ltd. (hereinafter referred to as “the company” or “Jindao technology”) held the fourth meeting of the second board of directors and the third meeting of the second board of supervisors on April 16, 2022, deliberated and adopted the proposal on using raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses, It is agreed that the company will use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses, totaling 242015600 yuan. 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. The details are hereby announced as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Zhejiang Jindao Technology Co., Ltd. (zjxk [2022] No. 119) approved by the China Securities Regulatory Commission, the company issued 25 million ordinary shares (A shares) in RMB for the first time, with a face value of 1.00 yuan per share, an issue price of 31.20 yuan per share and a total raised capital of 78 million yuan, After deducting the expenses related to the issuance of 7402276483 yuan (excluding value-added tax), the net amount of funds actually raised is 70597723517 yuan.
The availability of the above raised funds was verified by Tianjian Certified Public Accountants (special general partnership) on April 8, 2022 and issued the capital verification report (tianjianyan [2022] No. 123). After the above raised funds are received, the company manages the deposit and use of the raised funds in a special account, and has signed the tripartite supervision agreement on the special account for raised funds with the sponsor and the bank where the special account for raised funds is located.
2、 Use plan of raised funds
According to the regulations, Zhejiang Jindao Technology Co., Ltd. will invest in the following projects after the initial public offering of shares and listing on the gem:
Unit: 10000 yuan
Project name total investment raised fund proposed investment
New energy logistics transmission machinery and hydraulic transmission transmission construction project 5841 Minmetals Capital Company Limited(600390) 0000
Technology R & D center project 654800 Shanghai Pudong Development Bank Co.Ltd(600000)
Total 64964004500000
Note: the part where the net amount of the raised funds exceeds the planned investment amount of the raised funds of the above projects is the over raised funds.
3、 Advance investment of self raised funds into projects invested by raised funds and payment of issuance expenses
According to the verification report of Zhejiang Jindao Technology Co., Ltd. on pre investment of raised funds and pre payment of issuance expenses with self raised funds issued by Tianjian Certified Public Accountants (special general partnership) (tianjianshen [2022] No. 2155), the amount of pre investment of raised funds with self raised funds by the company is 2408868 million yuan, and the amount of issuance expenses paid with self raised funds is 1.1288 million yuan (excluding tax).
In order to continuously promote the construction of raised investment projects, the company has used self raised funds to invest some raised investment projects in advance within the scope of project construction planning. As of April 13, 2022, the company plans to use the raised funds to replace the self raised funds invested in the raised investment projects in advance, with a cumulative amount of 2408868 million yuan. The details are as follows:
Unit: 10000 yuan
The raised funds are planned to be up to April 2022
Project name total investment amount investment amount self raised proposed replacement amount investment amount on January 13
New energy logistics transmission machinery and hydraulic transmission 584160039 China Vanke Co.Ltd(000002) 4088682408868 transmission construction project
Technology R & D center project 654800 Shanghai Pudong Development Bank Co.Ltd(600000) –
Total 649640045 China Vanke Co.Ltd(000002) 4088682408868
As of April 13, 2022, the total issuance expenses of the company (excluding value-added tax) were 740228 million yuan, of which the raised funds had deducted the recommendation and underwriting expenses of 519811 million yuan (excluding tax), and the issuance expenses paid by the company with self raised funds were 1.1288 million yuan (excluding tax).
4、 Implementation of replacement of early investment with raised funds
According to the prospectus disclosed by the company, the company has made arrangements for using the raised funds to replace the self raised funds invested in the raised funds investment project in advance, that is, “before the raised funds are in place, the company can give priority to replacing the funds invested in advance.”
The company plans to replace the early investment funds with self raised funds, and the replacement time of raised funds is less than six months from the arrival time of raised funds. The exchange of raised funds 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, as well as the relevant arrangements of issuance application documents, It does not affect the normal progress of the investment plan of the raised funds, nor does it change the purpose of the raised funds in a disguised form.
5、 Implementation procedures and special opinions
(I) deliberations of the board of directors
On April 16, 2022, the fourth meeting of the second board of directors of the company deliberated and approved the proposal on using raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses. After deliberation, the board of directors held that the company’s use of raised funds to replace self raised funds invested in pre raised projects and paid issuance expenses will not affect the normal implementation of raised projects, It meets the needs of the company’s operation and development, helps to improve the efficiency of the use of funds, does not change the investment direction of the raised funds in a disguised form, does not damage the interests of the company and its shareholders, especially the minority shareholders, and complies with the relevant provisions of laws and regulations. It is agreed that the company will use the raised funds to replace the self raised funds of 2408868 million yuan invested in the raised projects in advance, and the self raised funds of 1.1288 million yuan (excluding tax) that have paid the issuance expenses, The total is 242015600 yuan. 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.
(II) deliberation of the board of supervisors
On April 16, 2022, the third meeting of the second session of the board of supervisors of the company deliberated and adopted the proposal on using the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses. After deliberation, the board of supervisors held that the use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses will not affect the normal implementation of the raised investment projects, In line with the needs of the company’s operation and development and conducive to improving the use efficiency of funds, there is no situation of changing the investment direction of raised funds in a disguised form, and there is no situation of damaging the interests of the company and shareholders, especially small and medium-sized shareholders. In line with the relevant provisions of laws and regulations, the company agrees to use the raised funds to replace the self raised funds of 2420156 million yuan invested in the raised projects in advance and paid the issuance expenses. 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.
(III) opinions of independent directors
After review, The independent directors believe that the decision-making procedures of the company’s proposal to use the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses comply with the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – the standardized operation of GEM listed companies, and Relevant provisions 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 do not conflict with the implementation plan of raised investment projects or change the investment direction of raised funds in a disguised form, do not affect the normal implementation of raised capital investment projects, and do not damage the interests of the company and shareholders, especially the interests of minority shareholders. We unanimously agree that the company will use 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.
(IV) verification by Certified Public Accountants
Tianjian Certified Public Accountants (special general partnership) has issued tianjianshen [2022] No. 2155 assurance report on the advance investment of raised investment projects and the advance payment of issuance expenses by Zhejiang Jindao Technology Co., Ltd. with self raised funds, It is considered that the special instructions on pre investment of raised investment projects and pre payment of issuance expenses with self raised funds prepared by the management of the company comply with the provisions of self regulatory guidelines for listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (SZS [2022] No. 14) and relevant format guidelines, It truthfully reflects the actual situation of Jindao technology company’s pre investment in raised projects with self raised funds and pre payment of issuance expenses.
(V) verification opinions of the recommendation institution
After verification, the sponsor believes that the matter of Jindao technology using the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses 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, Tianjian Certified Public Accountants (special general partnership) conducted a special audit on the company’s investment projects and issuance expenses of raised funds invested in advance with self raised funds, issued an assurance report, and performed the necessary procedures. Moreover, the replacement time of self raised funds invested in projects invested in advance and paid issuance expenses with raised funds is less than 6 months from the arrival time of raised funds, It complies with the provisions of relevant laws and regulations, such as the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies. The 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 in a disguised manner, does not affect the normal progress of the company’s raised funds investment projects, and is in line with the interests of the company and shareholders.
6、 Documents for future reference
1. Resolution of the fourth meeting of the second board of directors of Zhejiang Jindao Technology Co., Ltd;
2. Resolution of the third meeting of the second board of supervisors of Zhejiang Jindao Technology Co., Ltd;
3. Independent opinions of independent directors of Zhejiang Jindao Technology Co., Ltd. on matters related to the fourth meeting of the second board of directors of the company;
4. Verification report on pre investment of raised investment projects and pre payment of issuance expenses by Zhejiang Jindao Technology Co., Ltd. with self raised funds issued by Tianjian Certified Public Accountants (special general partnership);
5. Guotai Junan Securities Co.Ltd(601211) issued the verification opinions on Zhejiang Jindao Technology Co., Ltd. using the raised funds to replace the self raised funds invested in the raised projects in advance and the paid issuance expenses. It is hereby announced.
Board of directors of Zhejiang Jindao Technology Co., Ltd. April 17, 2022
