Guotai Junan Securities Co.Ltd(601211)
On the use of raised funds by Zhejiang Jindao Technology Co., Ltd
Verification opinions on replacement of self raised funds invested in raised investment projects in advance and paid issuance expenses
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) " or "sponsor") as the sponsor and continuous supervision organization of Zhejiang Jindao Technology Co., Ltd. (hereinafter referred to as "Jindao technology" or "company") for initial public offering of shares and listing on the gem, in accordance with the measures for the administration of sponsorship business for securities issuance and listing and the rules for the listing of shares on the gem of Shenzhen Stock Exchange In accordance with the provisions of relevant laws, regulations and normative documents such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of companies listed on the gem, regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the company has verified the use of raised funds to replace the self raised funds of pre invested raised projects and paid issuance expenses. The verification results are 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 fund-raising investment projects disclosed in the prospectus of Zhejiang Jindao Technology Co., Ltd. for initial public offering and listing on the gem, the funds raised from the company's initial public offering will be invested in the following projects after deducting the issuance expenses:
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、 According to the verification report of Zhejiang Jindao Technology Co., Ltd. on the advance investment of raised projects and paid issuance expenses with self raised funds issued by Tianjian Certified Public Accountants (special general partnership) (tianjianshen [2022] No. 2155), the amount of the company's advance investment of raised projects with self raised funds is 2408868 million yuan, The amount of issuance expenses paid with self raised funds is 1128800 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 investment projects of the raised funds in advance, that is, "before the raised funds are in place, the company can invest the above projects with its own funds in advance according to the market environment and actual needs; after the raised funds are in place, it will 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, 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 2408868 million yuan invested in the raised projects in advance, And the self raised fund of 1.2188 million yuan (excluding tax) that has paid the issuance expenses, totaling 2420156 million 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 pre investment of raised investment projects and the pre 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. 6、 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.
(no text below)
(there is no text on this page, which is the signature and seal page of Guotai Junan Securities Co.Ltd(601211) on the verification opinions of Zhejiang Jindao Technology Co., Ltd. on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses)
Sponsor representative:
Wang Sheng, Xue Bo
Mm / DD / yyyy
