Securities code: 300566 securities abbreviation: Ningbo Exciton Technology Co.Ltd(300566) Announcement No.: 2022-005 Ningbo Exciton Technology Co.Ltd(300566)
About using the raised funds to replace the investment projects invested in the raised funds in advance and
Announcement of self raised funds paid for issuance
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.
Ningbo Exciton Technology Co.Ltd(300566) (hereinafter referred to as "the company") convened the 20th meeting of the third board of directors on January 12, 2022, deliberated and adopted the proposal on using raised funds to replace self raised funds invested in investment projects with raised funds in advance and paid issuance expenses. It is agreed that the company will use the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid issuance expenses, with a total replacement amount of RMB 52563841.25. The details are hereby announced as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of Ningbo Exciton Technology Co.Ltd(300566) issuing shares to specific objects (zjxk [2021] No. 3476) issued by China Securities Regulatory Commission, the company issued 27920000 additional RMB common shares (A shares) to specific objects, with a par value of 1 yuan per share, an issue price of 25.00 yuan per share and a total raised capital of 698000000.00 yuan, After deducting the issuance expenses (excluding value-added tax) and stamp duty of RMB 9670238.68, the net amount of funds actually raised is RMB 688329761.32. Lixin Certified Public Accountants (special general partnership) verified the availability of funds raised by the company's issuance of shares to specific objects, and issued the Ningbo Exciton Technology Co.Ltd(300566) capital verification report (Xin Kuai Shi Bao Zi [2021] No. zf11065).
In order to standardize the management and use of the company's raised funds and protect the rights and interests of investors, the company has established a special account for raised funds. All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company and its subsidiaries have signed the tripartite and quadripartite supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds.
2、 Investment projects with raised funds
According to the relevant contents of the Ningbo Exciton Technology Co.Ltd(300566) prospectus for the issuance of shares to specific objects (Registration draft) (hereinafter referred to as the "prospectus"), the total amount of funds raised from the issuance of shares to specific objects is expected to not exceed 698 million yuan. After deducting the issuance expenses, the net amount will be fully used for the following items:
Project name total project investment amount of raised funds No. (10000 yuan) (10000 yuan)
1 optical film production base construction project 37000.00 30000.00
2 Cecep Solar Energy Co.Ltd(000591) packaging film production base construction project 29000.00 20000.00
3. Supplementary working capital 19800.00 19800.00
Total 85800.00 69800.00
If the company uses self raised funds or other funds to invest in the raised funds projects before the raised funds are in place, the part invested in advance with its own funds will be replaced with the raised funds after the raised funds are in place.
3、 Investment projects invested with self raised funds and paid issuance expenses
As of December 16, 2021, the actual investment amount of the raised investment project invested by the company in advance with self raised funds is 51922331.81 yuan, as follows:
Unit: RMB
Project Name: replacement amount of raised funds
Optical film production base construction project 41885191.81 Cecep Solar Energy Co.Ltd(000591) packaging adhesive film production base construction project 10037140.00, total 51922331.81
In order to ensure the smooth progress of the issuance of shares to specific objects, the company has paid part of the issuance expenses with self raised funds. As of December 16, 2021, the company has paid the issuance expenses in advance with self raised funds, totaling RMB 641509.44.
Unit: RMB
Expense category self raised funds have been invested in advance and the replacement amount of raised funds
Attorney fees 452830.19 452830.19 accountant fees 188679.25 188679.25 total 641509.44 641509.44
4、 Implementation plan of using raised funds to replace self raised funds that have been invested in investment projects with raised funds in advance and paid issuance expenses
Lixin Certified Public Accountants (special general partnership) conducted a special audit on the actual situation of the company's investment projects invested with raised funds in advance with self raised funds and the paid issuance expenses, and issued the special audit report on Ningbo Exciton Technology Co.Ltd(300566) replacement of raised funds (Xin Kuai Shi Bao Zi [2021] No. zf1120).
The total amount of self raised funds invested in the investment projects of raised funds and paid issuance expenses by the company with raised funds is 52563841.25 yuan. The replacement time of raised funds is less than six months from the arrival time of raised funds, which meets the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies The provisions of relevant laws, regulations and normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the Listing Rules of Shenzhen Stock Exchange on the gem and the relevant arrangements of issuance application documents do not change the purpose of raised funds in a disguised manner and damage the interests of the company and shareholders.
5、 Review procedures and relevant opinions
1. Opinions of the board of directors
On January 12, 2022, the company held the 20th meeting of the third board of directors, deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the raised funds investment projects and paid issuance expenses in advance, and agreed to use the raised funds to replace the self raised funds invested in the raised funds investment projects and paid issuance expenses of 52563841.25 yuan.
2. Opinions of the board of supervisors
On January 12, 2022, the company held the 21st Meeting of the third board of supervisors, deliberated and adopted the proposal on using the raised funds to replace the self raised funds that have been invested in the investment projects of the raised funds and paid the issuance expenses in advance. The board of supervisors held that the decision-making procedure of the company's plan to replace the self raised funds invested in the investment projects of raised funds and paid issuance expenses with the raised funds met the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies Relevant provisions such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020). The company uses the raised funds to replace the self raised funds that have been invested in the investment projects of the raised funds and paid the issuance expenses in advance, which is consistent with the contents in the issuance application documents, conforms to the actual operation situation of the company, is conducive to improving the use efficiency of the raised funds, does not conflict with the implementation plan of the raised investment projects, and does not affect the normal progress of the raised investment projects, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders.
3. Opinions of independent directors
After verification, the independent directors believe that the company's plan to use the raised funds to replace the self raised funds that have been invested in the investment projects of raised funds in advance and paid the issuance expenses has fulfilled the necessary deliberation procedures, and is in line with the guidelines for self discipline supervision of listed companies on Shenzhen stock exchange No. 2 - standardized operation of companies listed on GEM The guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the company's measures for the management of raised funds will not conflict with the implementation plan of the investment projects with raised funds, affect the normal progress of the investment projects with raised funds, or change the investment direction of raised funds in a disguised manner or damage the interests of the company and shareholders, It is conducive to improving the use efficiency of the raised funds, and the replacement time is less than 6 months from the arrival time of the raised funds. Therefore, we agree that the company will use the raised funds to replace the self raised funds of 52563841.25 yuan that have been invested in the investment projects of the raised funds and paid the issuance expenses in advance.
4. Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's use of the raised funds to replace the self raised funds that have been invested in the investment projects of the raised funds in advance and paid the issuance expenses has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, and Lixin certified public accountants has issued a special audit report and fulfilled the necessary approval procedures. The company's use of the raised funds to replace the self raised funds invested in the investment projects of the raised funds in advance and the paid issuance expenses does not change the purpose of the raised funds in a disguised manner and damage the interests of shareholders, will not affect the normal progress of the investment projects of the raised funds, and the replacement time shall not exceed six months from the arrival time of the raised funds, Comply with the relevant provisions of 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, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standard operation of GEM listed companies and the company's raised funds management system. The recommendation institution has no objection to the company's use of the raised funds to replace the investment projects invested in the raised funds in advance and the self raised funds paid for the issuance expenses.
6、 Documents for future reference
1. Resolution of the 20th meeting of the 3rd board of directors
2. Resolution of the 21st Meeting of the 3rd board of supervisors
3. Independent opinions of independent directors on matters related to the 20th meeting of the third board of directors
4. Special audit report on Ningbo Exciton Technology Co.Ltd(300566) raised capital replacement issued by Lixin Certified Public Accountants (special general partnership) (Xin Kuai Shi Bao Zi [2021] No. zf1120)
5. Haitong Securities Company Limited(600837) verification opinions on Ningbo Exciton Technology Co.Ltd(300566) using raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses
It is hereby announced.
Ningbo Exciton Technology Co.Ltd(300566) board of directors
January 12, 2022
