China Merchants Securities Co.Ltd(600999) about
Ningbo Jialian Technology Co., Ltd
Verification opinions on using some over raised funds to invest in construction projects
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as “sponsor”) is the sponsor of Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as “Jialian technology” and “the company”) for initial public offering and listing on the gem, According to 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 information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, the Listing Rules of gem stocks of Shenzhen Stock Exchange and 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 regulations, the company has conducted special verification on the situation that the company plans to use part of the over raised funds to invest in construction projects. The specific conditions are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Ningbo Jialian Technology Co., Ltd. (zjxk [2021] No. 3103) issued by China Securities Regulatory Commission and the notice on the listing of RMB common shares of Ningbo Jialian Technology Co., Ltd. on the gem (SZS [2021] No. 1241) issued by Shenzhen stock exchange, Jialian Technology issued 30000000 ordinary shares (A shares) to the public for the first time, with an issue price of 30.73 yuan per share. The total amount of funds raised was 92190000000 yuan. After deducting the issuance expenses excluding tax of 937 Xiamen Meiya Pico Information Co.Ltd(300188) 0 yuan, the net amount of funds actually raised was 82816998120 yuan. Tianzhi International Certified Public Accountants (special general partnership) verified the capital availability of the company’s initial public offering of shares, and issued the capital verification report (Tianzhi Zi [2021] No. 44951) on December 6, 2021. The company carried out special account storage and management of the raised funds in accordance with the regulations, deposited all the raised funds in the special account for raised funds after they were received, and signed the tripartite supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds. 2、 Use of raised funds
According to the company’s prospectus on initial public offering and listing on GEM, the investment projects of the company’s funds raised from initial public offering are as follows:
No. project name total investment amount of the project proposed to use the raised funds (10000 yuan) investment amount (10000 yuan)
1. Construction project of R & D Center for biodegradable materials and products 1 Fujian Nanping Sun Cable Co.Ltd(002300) 1 Fujian Nanping Sun Cable Co.Ltd(002300)
order
2. Biodegradable material products and high-end plastics in Shupu plant 26604 Moso Power Supply Technology Co.Ltd(002660) 400
Material product production line construction project
3. Supplementary working capital 10 Ping An Bank Co.Ltd(000001) 000000
Total 4662700
The net amount of the company’s funds raised this time is 82816998120 yuan. The part of the net amount of funds raised this time exceeding the investment amount of the above projects is over raised funds, and the total amount of over raised funds is 36189998120 yuan. On January 5, 2022, the company held the first interim meeting of the board of directors and the fourth meeting of the second board of supervisors in 2022, deliberated and approved 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 108.56 million yuan to permanently supplement the working capital. For details, see the company on cninfo.com on January 6, 2022（ http://www.cn.info.com.cn. ）Announcement on permanent replenishment of working capital with some over raised funds disclosed. The first extraordinary general meeting of shareholders in 2022 held on January 21, 2022 considered and approved the above matters.
3、 Use plan of this over raised fund
(I) project overview
According to the company’s development strategy and actual production and operation needs, the board of directors of the company has carefully studied and decided to use the over raised capital of 150 million yuan to invest in the construction of “120000 tons of biodegradable materials and products and household products project”. The specific conditions are as follows:
Project name total investment (10000 yuan) proposed use of over raised capital investment (10000 yuan)
Annual output of 120000 tons of biodegradable materials and products, household goods 74958001500000 project
(II) basic information of the project
Project Name: annual output of 120000 tons of biodegradable materials and products, household goods project
Project implementation subject: Ningbo Jialian Technology Co., Ltd
Project construction site: Ningbo Petrochemical Development Zone, from the planned park green space in the east to the planned protective green space in the West,
To Guiyi road in the South and planned industrial land in the north. The company has obtained the real estate certificate of the plot with its own funds.
Project construction content: it is proposed to build new production plants, warehouses, gatekeepers and other buildings, with a total construction area of
The total area is about 94518 square meters. In addition, the project plans to build roads, green walls and other general facilities in the plant area
Fig. the project and public works such as power supply and distribution, water supply and drainage and fire fighting in the plant form a biodegradable material with an annual output of 120000 tons
Production scale of materials, products and household products.
Project construction period: the construction period of the project is 36 months, and the actual commencement shall prevail.
Project investment funds and sources: the total investment of the project is planned to be 749.58 million yuan, and more than
The amount of fund-raising is 150 million yuan, and the funds required for other projects are provided by the company with its own funds and self financing
The fund-raising fund shall be settled.
The investment estimate of the project is as follows:
Unit: 10000 yuan
Investment estimate (10000 yuan) in total investment no. of project or cost name total investment proportion
T+12 T+24 T+36
1. Construction cost 1887122831 2954171243 95.04%
1.1 construction and installation works 54609750 42901950026.01%
1.2 other expenses of project construction 11283 — 1128315.05%
1.3 equipment purchase and installation 212813081252514046053.98%
2. Basic reserve 377457 5911425 1.90%
3. Initial working capital 2290 3.06%
The total investment of the project is 1924823288 3242274958 100.00%
(III) necessity and feasibility of project implementation
1. Necessity of project implementation
(1) The introduction of the plastic restriction order policy and its implementation have been continuously strengthened, and the degradable plastics industry has ushered in a rapid development
Extension
At present, China’s degradable plastics industry is still in the initial stage of development, and China’s degradable plastics market
The main decisive factor for the rapid growth of the scale in a short time at this stage lies in the promotion of relevant government policies
And monitor the progress of implementation. At present, the central level has successively launched a number of policies to strengthen the control of plastic pollution. The “opinions on Further Strengthening the treatment of plastic pollution” published by the national development and Reform Commission and the Ministry of ecological environment shows the characteristics of systematicness, synergy and order. The opinions put forward that by 2020, it will take the lead in banning and restricting the production, sales and use of some plastic products in some regions and fields. By 2022, the use of disposable plastics will be significantly reduced, alternative products will be promoted, and a number of plastic reduction and green logistics models that can be popularized will be formed in areas with serious plastic pollution problems. By 2025, the management system for the production, circulation, consumption, recycling and disposal of plastic products will be basically completed, the multi governance system will be basically formed, the application level of substitutes will be further improved, and the treatment of plastic pollution will be controlled. According to the guidance of the central level, all provinces and cities have refined the specific local conditions and issued efforts to further implement relevant policies.
From the perspective of overseas markets, over the past 10 years, various countries and regions represented by the EU have further issued more policies and regulations to restrict the use of non degradable plastics through local bans, restrictions and other measures, so as to guide the public to reduce their dependence on plastic products. Among them, in 2020, the EU issued regulations that will impose a tax of 800 euros per ton on disposable plastic packaging in 2021 and regulations that will directly ban / restrict the use of dozens of disposable plastic products in 2021, respectively, promoting changes in the pattern of supply and demand at both ends of the industry from the middle, upper and lower reaches. In addition, although the guidelines on disposable plastic products (SUP) issued by the European Commission on May 31, 2021 failed to update the previous classification definition of degradable plastics in time, considering the extremely rapid updating and development speed in this field, the European Commission plans to formulate a clear policy framework applicable to bio based plastics (BBP), biodegradable plastics and Compostable Plastics (bdcp) in 2022.
The restrictions on ordinary plastic products at the policy end are increasingly tightened, followed by a rapid blowout in the demand for relevant alternative materials. After several rounds of cycle verification of use / feedback from merchants and consumers in the market, degradable plastics have been recognized by the market and are considered to be the best alternative to ordinary plastic products. This investment project of the company mainly focuses on degradable plastic products, conforms to the development trend of degradable plastic industry and meets the growing market demand.
(2) Globally, the penetration rate of degradable plastic products continues to increase, and relevant industries have deployed and used degradable plastic products, driving the continuous growth of market demand
In order to avoid the negative impact on their own operations when facing policy changes, chain enterprises operating globally tend to layout ahead to deal with the changes expected to be implemented, and some enterprises will implement the actions required by policies and regulations beyond the scope from the perspective of reserving safety margin or improving enterprise reputation and brand value. With the promotion of the global plastic restriction order, relevant enterprises with the demand for daily plastic products have arranged to find alternatives to meet the dual carbon goal. At present, all relevant industrial chains around the world continue to deepen the penetration rate of degradable plastic products in accordance with the development idea of “limiting one batch, replacing one batch and standardizing the circulation of one batch”.
As early as 2018, international wine giant Pernod Ricard announced that it would no longer use plastic straws and blenders made of non degradable materials in all businesses around the world. McDonald’s said in June 2018 that it would launch paper straws. Starbucks announced in July 2019 that it would stop using plastic straws and replace them with paper straws worldwide in 2020, and more than 3600 stores in China would also achieve the goal at the same time. By 2025, all PepsiCo packaging will be recyclable, compostable or degradable. In August 2020, China’s Naixue tea, Xi tea, honey snow ice city and other tea brands successively announced that stores across the country will comprehensively or gradually replace plastic straws with paper or degradable straws.
In the medium and long term, “carbon emission reduction” has gradually become a global consensus, “carbon neutralization” has become a deterministic development goal in the future. Driven by the background of “carbon neutralization” and relevant policies, the relevant products involved in the use of plastic products around the world will accelerate the construction of plastic product recycling system, promote the application of degradable plastic products, and achieve sustainable economic development. In this context, the market demand for degradable plastic products will continue to grow. The company’s investment in the production base of biodegradable materials and their products is an important guarantee to meet the growing market demand for degradable plastic products in relevant industries under the background of double carbon
(3) Necessary guarantee for further expanding the field of household products
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