Securities code: Zhejiang Zhengguang Industrial Co.Ltd(301092) securities abbreviation: Zhejiang Zhengguang Industrial Co.Ltd(301092) Announcement No.: 2022019 Zhejiang Zhengguang Industrial Co.Ltd(301092)
Announcement on the use of bank acceptance bills to pay the funds required for raised investment projects and replace them with the raised funds in the same amount
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 Zhengguang Industrial Co.Ltd(301092) (hereinafter referred to as “the company”) held the 16th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors on April 21, 2022, deliberated and adopted the proposal on using bank acceptance bills to pay the funds required for raised investment projects and replacing them with the raised funds in equal amount, and agreed that the company should use bank acceptance bills to pay the funds required for raised investment projects and replace them with the raised funds in equal amount. The relevant information is hereby announced as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of Zhejiang Zhengguang Industrial Co.Ltd(301092) initial public offering (zjxk [2021] No. 2803) issued by the China Securities Regulatory Commission on August 27, 2021, the company issued 3333333334 ordinary shares (a) in RMB for the first time, with the issuing price of 36.31 yuan per share and the total raised funds of 1210333400 yuan; After deducting the issuance expenses, the net amount of funds actually raised was 1099975600 yuan. All the above-mentioned raised funds have been received on October 25, 2021 and approved by Tianjian Certified Public Accountants (special general partnership) for the initial public offering of shares of the company
The availability of funds was verified, and the capital verification report (tjy [2021] No. 580) was issued on October 25, 2021. The company and its subsidiaries have managed the raised funds in a special account and signed a supervision agreement on the raised funds with the deposit bank and the sponsor. All the above raised funds have been deposited in the special account for the management of the raised funds.
2、 Investment projects with raised funds
According to the company’s prospectus for initial public offering and listing on GEM, the funds raised from the company’s initial public offering of RMB common shares (A shares) will be invested in the following projects after deducting the issuance expenses:
Unit: 10000 yuan
No. project content total investment amount of the project proposed to use the investment amount of raised funds
One year 15000 tons of food grade resin production line and 1360000 intelligent warehouse technical transformation project
2. Technological transformation project of 2300t / a macroporous adsorption resin 522900522900
3 plant automation upgrading project 463400463400
4 construction project of 422900 R & D center of ion exchange resin technology of Ningbo Zhengguang resin Co., Ltd
5. Supplementary working capital 10 Ping An Bank Co.Ltd(000001) 000000
Total 3769200
The net amount of funds actually raised by the company was 1099975600 yuan, of which the amount of over raised funds was 723055600 yuan. The company held the resolutions of the 13th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors on November 25, 2021, and the resolutions of the first extraordinary general meeting of shareholders in 2021 on December 10, 2021, deliberating and adopting the proposal on using part of the over raised funds to permanently supplement working capital and the proposal on using part of the over raised funds to invest in functional polymer new material projects and establish a wholly-owned subsidiary, Of the 723055600 yuan of over raised funds, 216.9 million yuan was used to permanently supplement working capital, 50615600 yuan was used to invest in the functional polymer new material project, and a wholly-owned subsidiary was established in Jingmen City, Hubei Province as the investment and operation subject of the project.
3、 The operation process of using bank acceptance bills to pay the funds required by the raised funds for investment projects and replacing them with the raised funds in equal amount
In order to strengthen the management of the use of raised funds, the company uses bank acceptance bills to pay the funds required for the investment projects with raised funds, and replaces the funds with the raised funds in the same amount. The main operating procedures and requirements are as follows: 1. According to the construction progress of the investment projects with raised funds, the project management department confirms the funds that can be paid by bank acceptance bills, and signs relevant contracts after performing the corresponding internal approval procedures;
2. For specific payment, the relevant department shall fill in the payment application form, indicate that the payment method is bank acceptance bill according to the contract terms, and approve it level by level according to the company’s fund payment approval procedure. The financial department shall handle the payment (or endorsement transfer) of bank acceptance bill according to the approved payment application form, and establish the corresponding account;
3. The financial department shall establish a special account, count the funds paid by bank acceptance bills for raised investment projects one by one, prepare the summary details of bank acceptance bills, letters of credit and other payments on a monthly basis, and regularly copy them to the recommendation institution and the recommendation representative;
4. After the recommendation institution and the recommendation representative have no objection to the above detailed statement, the financial department shall regularly submit a replacement application to the bank in charge of the raised funds, and the bank in charge will transfer the equivalent funds paid for the raised investment project through the bank acceptance bill from the special account of the raised funds to the general account of the company; 5. When the bank acceptance bill not endorsed and transferred is due, the company will pay with its own funds and will no longer use the funds in the special account for raised funds;
6. The recommendation institution and the recommendation representative have the right to supervise the company’s use of bank acceptance bills to pay the funds of raised investment projects through on-site verification and written inquiry. The company and the raised funds storage bank shall cooperate with the recommendation institution and the recommendation representative in their investigation and inquiry. 4、 Impact on the implementation and daily operation of the company’s raised investment projects
The company uses bank acceptance bills to pay the funds required for the investment projects with raised funds and replaces them with the raised funds in equal amount, which is conducive to improving the flexibility and efficiency of the raised funds, improving the overall fund operation efficiency of the company, reducing the cost of fund use, without affecting the normal progress of the investment plan of raised funds, changing the investment direction of raised funds in a disguised manner, damaging the interests of shareholders, or damaging the company and all shareholders, Especially the interests of minority shareholders.
5、 Review procedures and relevant opinions for implementation
(I) deliberation procedures of the board of directors
The company held the 16th meeting of the 5th board of directors on April 21, 2022, deliberated and approved the proposal on using bank acceptance bills to pay the funds required for investment projects with raised funds and replace them with the raised funds in the same amount. The board of directors agreed that the company should use bank acceptance bills to pay the funds required for investment projects with raised funds and replace them with the raised funds in the same amount.
(II) deliberation procedures of the board of supervisors
On April 21, 2022, the company held the 13th meeting of the 5th board of supervisors, deliberated and approved the proposal on using bank acceptance bills to pay the funds required for investment projects with raised funds and replace them with the raised funds in equal amount. The board of supervisors agreed that the company should use bank acceptance bills to pay the funds required for investment projects with raised funds and replace them with the raised funds in equal amount. This matter is conducive to improving the flexibility of the use of raised funds, improving the overall fund operation efficiency of the company, reducing the cost of fund use, without affecting the normal progress of the investment plan of raised funds, changing the purpose of raised funds in disguise, or damaging the interests of the company and shareholders. Therefore, the independent directors unanimously agreed that the company should use the bank acceptance bill to pay the funds required for the raised investment project and replace it with the raised funds in the same amount.
(III) opinions of independent directors
After review, we believe that the company’s use of bank acceptance bills to pay the funds required for the raised investment projects and equal replacement with the raised funds is conducive to improving the flexibility and efficiency of the raised funds, improving the overall capital operation efficiency of the company, reducing the cost of capital use, without affecting the normal progress of the investment plan of 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, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders, and the necessary approval procedures have been performed.
Therefore, we unanimously agree that the company will use the bank acceptance bill to pay the funds required for the raised investment project and replace it with the raised funds in the same amount..
(IV) verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of bank acceptance bills to pay for the raised investment project funds and the replacement of the raised funds in the same amount has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their consent and performed the necessary legal procedures. The implementation of the above matters 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 form and damaging the interests of shareholders. The matter has been deliberated and approved at the 16th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors of the company. The independent directors have expressed their explicit consent and fulfilled the necessary approval procedures. The use of some over raised funds to permanently supplement working capital does not violate the relevant provisions 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 GEM stocks of Shenzhen Stock Exchange (revised in December 2020), and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange (revised in 2020).
6、 Documents for future reference
1. Resolutions of the 16th meeting of the 5th board of directors;
2. Resolutions of the 13th meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on matters related to the 16th meeting of the Fifth Board of directors;
4. Guosen Securities Co.Ltd(002736) verification opinions on Zhejiang Zhengguang Industrial Co.Ltd(301092) using bank acceptance bill to pay the funds required for the investment project with raised funds and replace them with the raised funds in the same amount.
It is hereby announced.
Zhejiang Zhengguang Industrial Co.Ltd(301092) board of directors April 22, 2022
