Everbright Securities Company Limited(601788) about dema Group Technology Co., Ltd
Verification opinions on permanent replenishment of working capital with some over raised funds
Everbright Securities Company Limited(601788) (hereinafter referred to as ” Everbright Securities Company Limited(601788) ” or “sponsor”) is the sponsor of Zhejiang Damon Technology Co.Ltd(688360) Group Co., Ltd. (hereinafter referred to as ” Zhejiang Damon Technology Co.Ltd(688360) ” or “company”) for initial public offering of shares and listing on the science and innovation board, In accordance with the measures for the administration of securities issuance and listing recommendation business, 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 Listing Rules of stocks on the science and Innovation Board of Shanghai Stock Exchange and other laws, administrative regulations, departmental rules and business rules, We have carefully and prudently verified that Zhejiang Damon Technology Co.Ltd(688360) intends to use part of the over raised funds to permanently supplement the working capital. The verification results are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of Zhejiang Damon Technology Co.Ltd(688360) initial public offering (zjxk [2020] No. 782) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company was approved to publicly issue 21419150 ordinary shares in RMB, with a par value of 1.00 yuan per share and an issue price of 25.12 yuan per share, raising a total of 53804900 yuan, After deducting the issuance expenses of RMB 771128 million, the net amount of funds raised was RMB 4609362 million. All the funds raised were in place on May 27, 2020. ShineWing Certified Public Accountants (special general partnership) verified the availability of funds on May 28, 2020 and issued the capital verification report (xyzh / 2020bja80228).
All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company has signed the tripartite supervision agreement on the storage of special account for raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Investment projects with raised funds
According to the prospectus of Zhejiang Damon Technology Co.Ltd(688360) initial public offering and listing on the science and innovation board, the investment projects raised by the company’s initial public offering and the use plan of the raised funds are as follows:
S / n project name total investment plan simulation investment raised funds
(10000 yuan) (10000 yuan)
1 digital workshop construction project 690111590000
2. Transformation project of intelligent conveying and sorting system industrial base 14246781424678
3 R & D project of new generation intelligent logistics transportation and sorting system 565133565133
4. Supplementary working capital 12 Ping An Bank Co.Ltd(000001) 200000
Total 38799223779811
3、 The plan of using part of the over raised funds to permanently supplement the working capital
On the premise of ensuring the capital demand for the construction of the investment projects with raised funds and the normal progress of the projects with raised funds, in order to improve the use efficiency of the raised funds, reduce the financial cost and safeguard the interests of listed companies and shareholders, the company plans to use part of the over raised funds to permanently supplement the working capital for the production and operation activities of the company.
The total amount of over raised funds of the company is 829551 million yuan. The amount to be used for permanent replenishment of working capital this time is 24 million yuan, accounting for 28.93% of the total amount of over raised funds. In the last 12 months, the company has no permanent replenishment of over raised funds. Therefore, the cumulative amount of over raised funds used by the company to permanently replenish working capital in the last 12 months does not exceed 30% of the total amount of over raised funds, which is in line with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the use of raised funds of listed companies.
4、 Relevant commitments
The company promises that the permanent replenishment of working capital with over raised funds will be used for the production and operation related to the company’s main business, will not affect the capital demand for the construction of raised investment projects, and will not make high-risk investment and provide financial assistance to objects other than holding subsidiaries within 12 months after the permanent replenishment of working capital.
5、 Approval procedures and opinions related to the use plan of over raised funds
The 16th meeting of the third board of directors and the 13th meeting of the third board of supervisors deliberated and adopted the proposal on using some over raised funds to permanently supplement working capital. The company plans to use 24 million yuan of over raised funds to permanently supplement working capital for the company’s production and operation activities. The independent directors of the company expressed their independent opinions with explicit consent. This matter needs to be submitted to the general meeting of shareholders for deliberation.
(I) opinions of independent directors
The independent directors of the company believe that the use of some over raised funds to permanently supplement working capital and used in the company’s production and operation activities is conducive to improving the use efficiency of 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 over raised funds to permanently supplement the working capital met the requirements of laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the articles of association, the management system of raised funds and other provisions, and passed the deliberation of the board of directors, The content and voting of the deliberation proposal comply with the provisions of relevant systems, and there is no change in the purpose of the raised funds and damage to the interests of 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 it to the 2021 annual shareholders’ meeting of the company for deliberation.
To sum up, the independent directors of the company agreed to use part of the over raised funds to permanently supplement the working capital.
(II) opinions of the board of supervisors
The board of supervisors of the company believes that the company’s use of part of the over raised funds to permanently supplement the working capital is for the needs of the company’s actual operation, which is conducive to improving the use efficiency of the raised funds, improving the company’s operating capacity, and meeting the needs of the company’s strategic development and the interests of all shareholders. The use of the over raised funds this time will not affect the normal progress of the raised funds project, and there is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of the shareholders of the company.
The matter has fulfilled the necessary legal procedures and met the requirements of relevant 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 and the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai stock exchange No. 1 – standardized operation.
In conclusion, the board of supervisors of the company agreed to use 24 million yuan of over raised funds to permanently supplement working capital. 6、 Opinions of the sponsor
Everbright Securities Company Limited(601788) believes that Zhejiang Damon Technology Co.Ltd(688360) the use of part of the over raised funds to permanently supplement the working capital 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, fulfilled the necessary procedures, and still need to be submitted to the general meeting of shareholders of the company for deliberation. The matter complies 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 guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the rules for the listing of stocks on the science and Innovation Board of Shanghai Stock Exchange. This time, the company uses part of the over raised funds to permanently supplement the working capital and is used for the production and operation related to the main business, which is conducive to improving the use efficiency of the raised funds and in line with the interests of the company and all shareholders.
Therefore, the recommendation institution agrees that Zhejiang Damon Technology Co.Ltd(688360) this time use part of the over raised funds to permanently supplement the working capital.
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(there is no text on this page, which is the signature page of Everbright Securities Company Limited(601788) opinions on the verification of Zhejiang Damon Technology Co.Ltd(688360) Group Co., Ltd. using part of the over raised funds to permanently supplement working capital) sponsor representative:
Gu Xujia and Hu Yifei
Everbright Securities Company Limited(601788) April 18, 2022
