Securities code: Jihua Group Corporation Limited(601718) securities abbreviation: Jihua Group Corporation Limited(601718) Announcement No.: pro 2022008 Jihua Group Corporation Limited(601718)
Announcement on permanent replenishment of working capital with some raised funds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The company plans to use the remaining raised funds of 638051700 yuan not explicitly invested in the original project of "non-public offering of shares" for permanent replenishment of working capital.
This matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
On April 25, 2022, the company held the 11th meeting of the 5th board of directors, deliberated and adopted the proposal on permanent replenishment of working capital with part of the funds raised by non-public development banks. The company plans to use the remaining raised funds of 6380517 million yuan for unspecified purposes of the original raised and invested projects of non-public offering of shares in 2017, "jihuayuan Qingyuan project, jihuayuan Xianning project and jihuayuan Yangzhong project" to permanently supplement working capital. The details are as follows:
1、 Basic information of funds raised by non-public offering of shares
As approved by the reply on approving Jihua Group Corporation Limited(601718) non-public Development Bank shares (zjxk [2016] No. 2584) of China Securities Regulatory Commission, as of April 18, 2017, the company had issued 534629404 RMB ordinary shares in a non-public manner at an issue price of 8.19 yuan / share, with a total raised capital of 4378614800 yuan, after deducting the issuance expenses of 656998 million yuan (including tax), The net amount of raised funds is 4312915000 yuan. The above raised funds have been received and verified by Lixin Certified Public Accountants (special general partnership), who issued a capital verification report (xksbz [2017] No. zb10691). The details of investment projects with raised funds are as follows:
Project Name: proposed raised funds (10000 yuan)
Jihua Group Corporation Limited(601718) terminal market network construction project 2129150
Chongqing jihuayuan destination center project phase I phase II 4500000
Phase II of phase I project of Changchun destination center of jihuayuan 4500000
Jihuayuan Yangzhong project 8000000
Jihuayuan Xi'an project 8000000
Jihuayuan Xianning project 8000000
Jihuayuan Qingyuan project 8000000
Total 43129150
2、 External transfer of original raised investment projects and use of raised funds
In order to implement the requirements of the opinions on further improving the quality of listed companies issued by the State Council, we will continue to promote focus
The strategic arrangement of taking charge of the main business and stripping off non advantageous businesses was approved by the company for the first time in 2020 on December 17, 2020
The extraordinary general meeting of shareholders approved the transfer of 100% equity of Guangdong jihuayuan investment and Development Co., Ltd., Wuhan jihuayuan investment and Construction Co., Ltd. and Jihua Group Corporation Limited(601718) Jiangsu Industrial Investment Co., Ltd. the three target enterprises transferred were the implementation subjects of the company's 2017 non-public offering and investment project "jihuayuan Qingyuan project, jihuayuan Xianning project and jihuayuan Yangzhong project".
After the above transfer, the implementation of "jihuayuan Qingyuan project, jihuayuan Xianning project and jihuayuan Yangzhong project" will be terminated. The company changed the investment direction of 871465500 yuan of the raised funds of the three jihuayuan projects that have not been put into use, and the remaining 638051700 yuan of the raised funds that have not been explicitly invested in the latter three projects will be deposited in the special account for raised funds of the company. The use of the raised funds of the original raised investment project is as follows:
Monetary unit: RMB 10000
Project name raised funds to be invested the cumulative investment of raised funds has changed the investment amount, and the remaining amount of funds has not been clearly invested
Jihuayuan Qingyuan project, jihuayuan Xianning 24 Shenzhen Airport Co.Ltd(000089) 048.2887146556380517 project, jihuayuan Yangzhong project
See Jihua Group Corporation Limited(601718) disclosed by the company on the website of Shanghai Stock Exchange on December 2, 2020 for the above contents
Announcement on the transfer of assets and related party transactions, announcement of Jihua Group Corporation Limited(601718) on changing some investment projects with raised funds.
3、 Impact of permanent replenishment of working capital with raised funds on the company
In order to meet the actual business needs of the company, reduce financing costs and optimize the use efficiency of funds, the company plans to use the remaining raised funds of 638051700 yuan (excluding account interest) not explicitly invested in the original raised and invested projects "jihuayuan Qingyuan project, jihuayuan Xianning project and jihuayuan Yangzhong project" for permanent replenishment of working capital.
In the first quarter of this year, the company's product orders and operating revenue increased significantly year-on-year, and the demand for working capital for production and operation increased significantly; At the same time, some interest bearing liabilities will expire this year, resulting in the reserve demand for working capital.
The permanent replenishment of some of the raised funds can improve the working capital situation of the company, improve the use efficiency of the raised funds and reduce the financial expenses of the company, which is in line with the actual needs of the company's production and operation and the interests of all shareholders of the company. 4、 Opinions of independent directors, board of supervisors and sponsors on permanent replenishment of raised funds
(I) opinions of independent directors
The company's decision to permanently replenish working capital with part of the raised funds this time is a prudent decision made in comprehensive consideration of the market environment and the company's development strategy, which is conducive to reducing the investment risk of the raised funds and improving the use efficiency of the raised funds, without damaging the interests of the company and shareholders. This permanent replenishment of working capital has fulfilled the necessary decision-making procedures and complies with the relevant laws and regulations of the CSRC and Shanghai Stock Exchange on the use of raised funds of listed companies and the provisions of the articles of association. We agree to the permanent replenishment of working capital with part of the raised funds of the company.
(II) opinions of the board of supervisors
The contents and procedures of the company's permanent replenishment of working capital with part of the raised funds comply with relevant laws and regulations and the articles of association, which is conducive to the company's improvement of the use efficiency of the raised funds, in line with the company's development strategy and high-quality development requirements, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
(III) verification opinions of the recommendation institution
The sponsor believes that the company's use of part of the raised funds to permanently supplement the working capital will help to improve the use efficiency of the raised funds, will not affect the normal progress of the investment projects of the raised funds, and there is no damage to the interests of shareholders. The use of part of the raised funds to permanently supplement the working capital has been deliberated and approved at the 11th meeting of the 5th board of directors and the 5th meeting of the 5th board of supervisors of the company. The independent directors have issued clear consent opinions and need to be submitted to the general meeting of shareholders of the company for deliberation, which is in line with the stock listing rules of Shanghai Stock Exchange (revised in January 2022) Regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 - standardized operation.
The recommendation institution has no objection to Jihua Group Corporation Limited(601718) this use of part of the raised funds to permanently supplement the working capital.
5、 Notes on permanent supplementary flow of raised funds submitted to the general meeting of shareholders for deliberation
The issue of permanent replenishment of working capital with some raised funds has been deliberated and approved at the 11th meeting of the 5th board of directors and the 5th meeting of the 5th board of supervisors of the company, and needs to be submitted to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Jihua Group Corporation Limited(601718) board of directors
April 27, 2002
Filing documents
(I) resolutions of the board of directors
(II) independent opinions signed and confirmed by independent directors
(III) resolutions of the board of supervisors
(IV) verification opinions issued by the recommendation institution
