Securities code: 300617 securities abbreviation: Jiangsu Ankura Smart Transmission Engineering Technology Co.Ltd(300617) Announcement No.: 2022-004 Jiangsu Ankura Smart Transmission Engineering Technology Co.Ltd(300617)
Announcement on changing the purpose of some raised funds and permanently replenishing 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.
Jiangsu Ankura Smart Transmission Engineering Technology Co.Ltd(300617) (hereinafter referred to as “the company”) held the 14th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors on January 11, 2022, and respectively considered and adopted the proposal on changing the purpose of some raised funds and permanently replenishing working capital, Agree to change the purpose of the raised funds of the “power cable connector and Gil expansion project” invested by the funds raised from the initial public offering, The remaining raised funds of the above raised investment projects (including the accumulated bank deposit interest received as of December 31, 2021 and the investment income generated from the purchase of financial products with idle raised funds) of RMB 129925353.05 (the final amount shall be subject to the bank interest settlement balance on the day of fund transfer out) shall be permanently supplemented with working capital. This matter shall be submitted to the general meeting of shareholders of the company for deliberation.
1、 Basic information of raised funds
Approved by the reply on approving Jiangsu Ankura Smart Transmission Engineering Technology Co.Ltd(300617) initial public offering of shares issued by China Securities Regulatory Commission (zjxk [2017] No. 207) and approved by Shenzhen Stock Exchange, the company publicly issued 16.67 million RMB common shares (A shares), with a par value of RMB 1 per share and an issue price of RMB 24.38 per share, The total amount of funds raised is RMB 406414600, after deducting the total issuance expenses of RMB 52.4704 million, the actual net amount of funds raised is RMB 353944200. All the above raised funds were received on February 21, 2017 and verified by Tianheng Certified Public Accountants (special general partnership) and issued the “capital verification report (Tianheng Yan Zi [2017] No. 00024)”.
On April 5, 2017, the company held the 12th meeting of the second board of directors and the 9th meeting of the second board of supervisors, deliberated and adopted the proposal on replacing self raised funds invested in raised investment projects in advance with raised funds, and agreed that the company would use the raised funds to replace the self raised funds invested in raised investment projects in advance by 130.9956 million yuan, The independent directors and the sponsor expressed their explicit consent. Tianheng Certified Public Accountants (special general partnership) conducted a special verification on the company’s pre investment in projects invested with raised funds with self raised funds, and issued the special assurance report on Jiangsu Ankura Smart Transmission Engineering Technology Co.Ltd(300617) pre investment in projects invested with raised funds with self raised funds (Tianheng zhuanzi (2017) No. 00379).
2、 Use of funds for investment projects with raised funds
As of December 31, 2021, the implementation of the investment project with the raised funds is as follows: unit: 10000 yuan
Project Name: proposed raised funds for project investment accumulated funds raised
No. total investment amount investment amount
1 power cable connector 29394.42 29394.42 18885.45 and Gil expansion project
2 supplementary working capital 6000.00 6000.00 6000.00
Total 35394.42 24885.45
3、 Deposit and management of raised funds
(I) formulation and implementation of raised funds management system
In order to standardize the deposit and management of raised funds and protect the legitimate interests of investors, in accordance with the company law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other laws and regulations and the requirements of the articles of association, and in combination with the actual situation of the company, The company has formulated the measures for the management of the company’s raised funds, adopted the special account storage system for the company’s raised funds, and strictly performed the use approval procedures, so as to supervise the management and use of the raised funds and ensure that the special funds are used for special purposes.
(II) tripartite supervision of raised funds
The company has signed the tripartite supervision agreement on raised funds with the opening bank of the special account for raised funds ( China Citic Bank Corporation Limited(601998) Changzhou branch, China Merchants Bank Co.Ltd(600036) Liyang sub branch) and the sponsor, which defines the rights and obligations of all parties. The company deposits and uses the raised funds in strict accordance with the tripartite supervision agreement on raised funds to ensure that the special funds are used for special purposes. There is no significant difference between the above agreement and the tripartite supervision agreement (model) on raised funds of Shenzhen Stock Exchange, and it is normally performed.
(III) deposit of raised funds in special account
As of December 31, 2021, the deposit of the company’s special account for raised funds is as follows:
Name of deposit bank account balance (10000 yuan) fund purpose
China Citic Bank Corporation Limited(601998) Co., Ltd. 8110501013100768876 2992.54 power cable connector Company Changzhou branch and Gil expansion project
China Merchants Bank Co.Ltd(600036) Co., Ltd. 519902382310605 closing account to supplement working capital
Company Liyang sub branch
Total 2992.54
Note: as of December 31, 2021, the deposit balance of the company’s raised funds should be RMB 129.9254 million, and the actual balance of the company’s special account for the deposit of raised funds should be RMB 29.9254 million. The difference between the actual balance and the deposit balance should be RMB – 100 million, which is for the company to use the raised funds of RMB 100 million temporarily idle to purchase principal guaranteed financial management for no more than 12 months, Relevant financial products will be redeemed before the raised funds are transferred out. 4、 The investment projects of raised funds are to be adjusted this time
(I) reasons and amount of the investment project of raised funds to be adjusted this time
In the “power cable connector and Gil expansion project”, the company originally planned to use the raised funds to take the lead in investing in the traditional advantageous business, namely cable connector expansion, and then use the remaining raised funds to gradually expand and strengthen Gil business. However, with the favorable policy of overweight new infrastructure investment represented by UHV The demonstration effect of Gil new application scenarios brought by Sutong Gil comprehensive pipe gallery as a typical benchmark project and the first mover advantage brought by Gil product technology mastered by the company through long-term technology accumulation are becoming more and more obvious.
After careful planning, the company decided to optimize and adjust the “power cable connector and Gil expansion project” invested by the funds raised from the initial public offering. On the basis of maintaining the original business advantages, the company used the funds raised to invest in Gil expansion project, quickly cut into Gil business competition and improve the layout of intelligent power transmission and transformation field as soon as possible.
The expansion of power cable connector was implemented in 2019. Due to the impact of covid-19 epidemic in 2020, the company could not implement the construction matters such as civil engineering, plant construction and equipment purchase of power cable connector project on schedule in the first half of 2020, which affected the overall investment progress to a certain extent. In view of the relatively stable growth rate of demand for power cable connectors at present, through equipment upgrading, process improvement and other technical transformation, the current capacity level of power cable connectors basically meets the market demand in a certain period of time in the future. The company plans not to carry out the capacity construction of power cable connectors in the project.
In order to improve the use efficiency of the raised funds and optimize the resource allocation, the original “power cable connector and Gil expansion project” plans to invest 293.9442 million yuan in the raised funds. After this adjustment, the project will invest 188.8545 million yuan. The adjusted raised funds are as follows:
Unit: 10000 yuan
S / n purpose of funds the funds to be invested in the original project and the funds to be invested in the adjusted project
1 general construction works 9730.80 7490.43
2 purchase and installation of production equipment 10830.17 9071.17
3. Basic reserve fund 1028.05 717.22
4. Initial working capital 7805.39 1606.63
Total 29394.42 18885.45
(II) remaining funds raised
During the implementation of the project invested with raised funds, the company strictly managed and reasonably allocated resources in accordance with the relevant provisions on the management of raised funds, based on the principles of rationality, effectiveness and prudence, based on the actual situation of the project, continuously strengthened the supervision and control of the project expenses, and reasonably controlled the expenses through multiple market research, inquiry, price comparison, business negotiation and other measures, The cost is effectively reduced.
Under the condition of ensuring that the construction of investment projects with raised funds and the normal operation of the company will not be affected, the company uses the temporarily idle raised funds for cash management, which has generated certain financial income. At the same time, during the storage period of raised funds, it has also generated certain deposit interest income.
The remaining funds raised are as follows:
Unit: 10000 yuan
Cumulative investment balance of proposed raised funds No. project name total investment progress (including financial income and interest income)
Power cable connection
1 piece and Gil expansion 29394.42 18885.45 64.25% 12992.54 project
2 supplement working capital 6000.00 6000.00 100% 0
Total 35394.42 24885.45 70.31% 12992.54
Note: the actual amount of raised funds shall be subject to the interest settlement balance of the special account on the day of fund transfer out.
5、 The impact of changing the purpose of part of the raised funds and permanently replenishing the working capital on the company. This change of the purpose of part of the raised funds for permanently replenishing the working capital is a prudent adjustment made by the company according to the specific conditions of the current raised investment projects and comprehensively considering the actual situation of the company’s main business development, which meets the actual business needs of the company, It is conducive to improving the use efficiency of raised funds, reducing the investment risk of raised funds, alleviating the capital pressure required for the operation and development of the company’s main business, optimizing the allocation of resources, without harming the interests of shareholders, and meeting the requirements of the company’s long-term development.
6、 Relevant review and approval procedures
(I) deliberations of the board of directors
On January 11, 2022, the 14th meeting of the 4th board of directors of the company deliberated and approved the proposal on changing the purpose of part of the raised funds and permanently replenishing working capital, and agreed that the company should change the purpose of part of the raised funds to permanently replenish working capital. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
(II) opinions of independent directors
After review, the independent directors believe that the change of the purpose of some raised funds and permanent replenishment of working capital is a prudent adjustment made by the company according to the specific conditions of the current investment projects with raised funds and comprehensive consideration of the actual situation of the company, and there is no damage to the interests of shareholders; The contents and decision-making procedures of this proposal comply with the provisions of relevant laws, regulations and normative documents such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange. Therefore, it is agreed that the company will change the purpose of part of the raised funds for permanent replenishment of working capital, and the proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberation of the board of supervisors
On January 11, 2022, the 11th meeting of the 4th board of supervisors of the company deliberated and adopted the proposal on changing the purpose of part of the raised funds and permanently replenishing working capital. The board of supervisors held that there was no violation of the CSRC The relevant provisions of Shenzhen Stock Exchange on the use of raised funds of listed companies are in line with the actual situation of the company’s investment project construction 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 of the company agreed to change the purpose of part of the raised funds for permanent replenishment of working capital. The proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) verification opinions of the recommendation institution
After verification, the recommendation institution believes that the company has changed the purpose of part of the raised funds and raised the remaining funds
