Securities code: 300938 securities abbreviation: Emtek (Shenzhen) Co.Ltd(300938) Announcement No.: 2022-005 Emtek (Shenzhen) Co.Ltd(300938)
Announcement on the use of some over raised funds to permanently supplement working capital
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.
Important content tips:
Emtek (Shenzhen) Co.Ltd(300938) (hereinafter referred to as "the company") plans to use the over raised capital of 55 million yuan to permanently supplement the working capital. The company promises:
1. 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;
2. The company will not make high-risk investments such as securities investment and derivatives trading and provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital.
The independent directors have expressed their independent opinions on the matter, and the recommendation institution has expressed its verification opinions on the matter. This proposal still needs to be submitted to the general meeting of shareholders for deliberation and will come into force after being deliberated and adopted by the general meeting of shareholders.
The company held the 25th meeting of the third board of directors and the 17th meeting of the third board of supervisors on January 10, 2022, deliberated and adopted the proposal on using part of the over raised funds to permanently supplement the working capital, and resolved that the company use the over raised funds of 55 million yuan to permanently supplement the working capital. The specific situation is hereby announced as follows: I. Basic information of raised funds
With the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on Approving the registration of Emtek (Shenzhen) Co.Ltd(300938) initial public offering of shares (zjxk [2021] No. 11), the Emtek (Shenzhen) Co.Ltd(300938) initial public offering of RMB common shares (A shares) is 16275000 shares, with a par value of 1.00 yuan per share and an issue price of 37.28 yuan / share, The company issued 16275000 ordinary shares (A shares) in RMB for the first time, and the total amount of funds raised was RMB 606732000. After deducting the issuance expenses of RMB 67569100 (excluding tax), the net amount of funds actually raised was RMB 539162900. Based on this calculation, the over raised funds are RMB 184866300. The raised funds have been transferred to the designated account of the company on January 22, 2021. On January 22, 2021, Lixin Certified Public Accountants (special general partnership) issued a capital verification report (xksbz [2021] No. ze10008) for the above matters to confirm the arrival of the raised funds. The company has adopted a special account for the raised funds, and signed the tripartite supervision agreement on the raised funds with the special account bank and the sponsor.
2、 Use of over raised funds
The total amount of over raised funds of the company is RMB 184866300. The company held the 11th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors on January 29, 2021, deliberated and adopted the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed to use the over raised funds of 55 million yuan to permanently supplement the working capital, The first extraordinary general meeting of shareholders in 2021 was held on February 19, 2021, and the proposal on permanent replenishment of working capital with some over raised funds was considered and adopted.
On February 23, 2021, the company used 55 million yuan of over raised funds to permanently supplement working capital. As of December 31, 2021, the balance of over raised funds of the company was 129.8663 million yuan.
3、 The plan to permanently supplement working capital with over raised funds this time
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), 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 standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and the articles of association, and in combination with their actual business conditions, The company plans to use the over raised capital of 55 million yuan to permanently supplement the working capital, accounting for 29.75% (less than 30%) of the total over raised capital. The implementation of the plan of replenishing working capital with over raised funds will be carried out 12 months after the actual implementation time of permanent replenishment of working capital with over raised funds. The use of some over raised funds to permanently supplement working capital is conducive to improving the use efficiency of raised funds, reducing the company's financial expenses and capital use costs, meeting the needs of the company's business development for working capital, and in line with the interests of all shareholders. The permanent replenishment of working capital will not conflict with the implementation plan of the 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.
4、 Company commitment
1. 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;
2. 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、 Review procedures and relevant review opinions
The company held the 25th meeting of the third board of directors and the 17th meeting of the third board of supervisors on January 10, 2022, deliberated and adopted the proposal on using part of the over raised funds to permanently supplement the working capital, agreed to use the over raised funds of 55 million yuan to permanently supplement the working capital, and the independent directors of the company expressed their explicit consent to the proposal, This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
1. Opinions of the board of directors
Considering the fund demand of the company's current business development, the company's demand for operational working capital is increasing day by day. In order to meet the demand for working capital, improve the use efficiency of raised funds and further improve the company's operating capacity, the board of directors of the company agreed that the company would use the super raised fund of 55 million yuan to permanently supplement working capital and submit it to the general meeting of shareholders for deliberation.
2. Opinions of independent directors
Upon review, the independent directors believe that the company's use of over raised funds of 55 million yuan for permanent replenishment of working capital is conducive to meeting the needs of working capital, improving the use efficiency of raised funds and further improving the company's operating capacity, which is in line with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies The provisions of laws, regulations and normative documents such as Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange GEM listed companies' standardized operation guidelines (revised in 2020) will not conflict with the implementation plan of investment projects with raised funds and will not affect the normal implementation of investment projects with raised funds, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
All independent directors unanimously agreed that the company would use the over raised capital of 55 million yuan to permanently supplement the working capital, and agreed to submit this proposal to the general meeting of shareholders of the company for deliberation.
3. Opinions of the board of supervisors
The company's use of over raised funds of 55 million yuan for permanent replenishment of working capital is conducive to meeting the demand for working capital, improving the use efficiency of raised funds and further improving the company's operating capacity, without damaging the interests of the company and all shareholders.
The company's permanent replenishment of working capital with some over raised funds this time complies 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 rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020) The requirements of relevant laws, regulations and rules, such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and the company's management system for raised funds, will not conflict with the implementation plan of investment projects with raised funds and will not affect the normal implementation of investment projects with raised funds, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. The board of supervisors agreed that the company would use the over raised capital of 55 million yuan to permanently supplement the working capital, and agreed to submit the proposal to the general meeting of shareholders for deliberation.
4. Verification opinions of the recommendation institution
The company's use of some over raised funds to permanently supplement working capital has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed explicit consent. This matter needs to be submitted to the general meeting of shareholders for deliberation. The use of some over raised funds to permanently supplement working capital this time complies 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 rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) Relevant provisions such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) are in line with the interests of all shareholders. In conclusion, the recommendation institution agrees that the company will use the over raised capital of 55 million yuan for permanent replenishment of working capital.
6、 Documents for future reference
1. Resolutions of the 25th meeting of the third board of directors;
2. Resolutions of the 17th meeting of the third board of supervisors;
3. Independent opinions of independent directors on matters related to the 25th meeting of the third board of directors;
4. Verification opinions of Minmetals Securities Co., Ltd. on Emtek (Shenzhen) Co.Ltd(300938) using some over raised funds to permanently supplement working capital.
It is hereby announced.
Emtek (Shenzhen) Co.Ltd(300938) board of directors January 10, 2022
