Guotai Junan Securities Co.Ltd(601211)
About Zhejiang Jindao Technology Co., Ltd
Verification opinions on using part of the over raised funds to permanently supplement the working capital
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 securities issuance and listing sponsor business and the rules for listing of shares on the gem of Shenzhen Stock Exchange In accordance with the provisions of relevant laws, regulations and normative documents, such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the company has verified the matters related to the use of some over raised funds to permanently supplement working capital. The verification results and opinions 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:
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.
After deducting the above-mentioned demand for investment projects with raised funds, the over raised funds of the company are RMB 255977200. 3、 The plan of permanently replenishing working capital with over raised funds this time
In accordance with 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 self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant provisions, The accumulated amount of the company’s permanent replenishment of working capital with over raised funds in the last 12 months shall not exceed 30% of the total amount of over raised funds. In order to improve the use efficiency of the over raised funds, combined with the company’s development needs and financial situation, the company plans to use the over raised funds of 76 million yuan to permanently supplement the working capital, accounting for 29.69% of the total over raised funds, which does not violate the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the use of the raised funds of listed companies. This matter needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval before implementation.
4、 Relevant instructions and commitments of the company on the use plan of the over raised funds
The use of part of the over raised funds to permanently supplement the working capital will not conflict with the implementation plan of the investment project invested by the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders.
The company promises that: (I) the amount used for permanent replenishment of working capital shall not exceed 30% of the total amount of over raised funds in every 12 months; (II) the company shall not make securities investment, derivatives trading and other high-risk investments or provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital.
5、 Implementation procedures and special opinions
(I) deliberations of the board of directors
The company held the fourth meeting of the second board of directors on April 16, 2022, and deliberated and passed the proposal on using part of the over raised funds to permanently supplement the working capital. After deliberation, the board of directors held that the company’s use of part of the over raised funds to permanently supplement the working capital would not conflict with the implementation plan of the investment project with raised funds and would not affect the normal progress of the investment project with raised funds, There is also no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. The board of directors agreed that the company would use the over raised capital of 76 million yuan to permanently supplement the working capital. This matter still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) deliberation of the board of supervisors
The company held the third meeting of the second board of supervisors on April 16, 2022, and deliberated and adopted the proposal on using part of the over raised funds to permanently supplement the working capital. After deliberation, the board of supervisors held that the company’s use of part of the over raised funds to permanently supplement the working capital will not conflict with the implementation plan of the investment project with raised funds, will not affect the normal progress of the investment project with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. The board of supervisors agreed that the company would use the over raised capital of 76 million yuan to permanently supplement the working capital. (III) opinions of independent directors
After review, the independent directors believe that the decision-making procedures for the company to use part of the over raised funds to permanently supplement the working capital are in line with the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, the Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, and the listed companies regulatory guidance No. 2 – regulatory requirements for the management and use of raised funds of listed companies, It is conducive to improving the use efficiency of the raised funds, reducing the financial cost and further improving the profitability of the company. There is no conflict with the implementation plan of the raised investment project or changing the investment direction of the raised funds in a disguised form, which does not affect the normal implementation of the raised investment project, and does not damage the interests of the company and shareholders, especially the interests of minority shareholders.
We unanimously agree that the company will use part of the over raised funds to permanently supplement the working capital, and agree to submit the matter to the general meeting of shareholders for deliberation.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: the use of some over raised funds to permanently supplement working capital by Jindao technology has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have expressed their independent opinions with explicit consent, performed the necessary procedures, and met the requirements of relevant laws, regulations and rules. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Jindao technology’s use of some over raised funds to permanently supplement working capital this time complies with the requirements of relevant laws, regulations and rules, 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 the growth enterprise market of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the growth enterprise market, and so on, It will not conflict with the implementation plan of the investment project with raised funds, will not affect the normal implementation of the investment project with raised funds, and will not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders, which is in line with the interests of all shareholders.
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(there is no text on this page, which is the signature page of Guotai Junan Securities Co.Ltd(601211) opinions on the verification of Zhejiang Jindao Technology Co., Ltd. using part of the over raised funds to permanently supplement the working capital) sponsor representative:
Wang Sheng, Xue Bo
Guotai Junan Securities Co.Ltd(601211) mm / DD / yyyy
