Securities code: 000887 securities abbreviation: Anhui Zhongding Sealing Parts Co.Ltd(000887) Announcement No.: 2022-007 convertible bond Code: 127011 convertible bond abbreviation: zhongdingzhuan 2
Anhui Zhongding Sealing Parts Co.Ltd(000887)
Announcement on using part of the raised funds to pay in the registered capital to its subsidiaries through wholly-owned subsidiaries
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.
Anhui Zhongding Sealing Parts Co.Ltd(000887) (hereinafter referred to as “the company”) held the 11th meeting of the 8th board of directors and the 8th meeting of the 8th board of supervisors on January 14, 2022, deliberated and adopted the proposal on using part of the raised funds to pay in the registered capital to its subsidiaries through wholly-owned subsidiaries, It is agreed that the company will use the RMB 200 million raised from the public issuance of convertible bonds in 2018 to pay in the registered capital to Anhui Zhongding lightweight Chassis Technology Co., Ltd. (hereinafter referred to as “Zhongding lightweight”) through Anhui WANGJIN Auto Parts Co., Ltd. (hereinafter referred to as “Anhui WANGJIN”), the wholly-owned subsidiary, for the implementation of the raised investment project. The use of the raised funds for the paid in registered capital does not involve the change of the use purpose of the raised funds, nor the change of the implementation subject or implementation method of the investment project invested by the raised funds. The paid in registered capital does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. The paid in registered capital does not need to be submitted to the general meeting of shareholders for deliberation. The relevant matters are hereby announced as follows:
1、 Basic information of raised funds
Approved by the reply on approving Anhui Zhongding Sealing Parts Co.Ltd(000887) public issuance of convertible corporate bonds (zjxk [2018] No. 1803) of China Securities Regulatory Commission, Anhui Zhongding Sealing Parts Co.Ltd(000887) publicly issues convertible corporate bonds with a total face value of RMB 1200000000 to the public for a period of 6 years. The total amount of funds raised in this issuance is RMB 1200000000. After deducting the issuance expenses of RMB 12865000.00, the net amount of funds raised is RMB 1187135000. All the funds raised in this offering were received on March 14, 2019 and verified by Huapu Tianjian Certified Public Accountants (special general partnership), and the capital verification report (hyz [2019] No. 2280) was issued. The company has stored the raised funds in a special account, and signed a tripartite supervision agreement on the raised funds with the sponsor and the commercial bank storing the raised funds.
After deducting the issuance expenses, the raised funds will be used for the following projects:
No. name of investment project investment amount of raised funds (yuan)
Zhongding damping rubber products R & D and production base relocation and expansion project
1 800,000,000.00
(phase I)
2 new energy vehicle power battery temperature control fluid pipeline system project 387135000.00
Total 1187135000.00
The 23rd Meeting of the seventh board of directors held on October 21, 2019 and the second extraordinary general meeting of shareholders held on November 6, 2019, The matter of “changing the purpose of the raised funds for the new energy vehicle power battery temperature control fluid pipeline system project invested by the public offering of convertible bonds in 2018 for the construction of the new project automobile electric drive and air suspension system R & D and production base project” was reviewed and approved (for the specific situation of the change, see the company’s website at cnchao on October 22, 2019 and November 7, 2019) http://www.cn.info.com.cn. Disclosed announcement (proposal on changing some investment projects with raised funds). The eighth meeting of the eighth board of directors held on August 30, 2021 and the second extraordinary general meeting of shareholders held on September 15, 2021 considered and approved the matters of “announcement on changing the use of some raised funds” (for details of the change, see the company’s website at cnchao.com on August 31, 2021 and September 16, 2021) http://www.cn.info.com.cn. Disclosure announcement, The company changed the purpose of part of the raised funds of the 2018 public offering convertible bond investment project “Zhongding damping rubber products R & D and production base relocation and expansion project (phase I)” for the construction of new projects “Zhongding Huitong project in Zhongding Industrial Park” and “automobile chassis forged aluminum production project”, Change the purpose of the raised funds of the 2018 public offering convertible bond investment project “automobile electric drive and air suspension system R & D and production base project” for the construction of the new project “automobile chassis parts production project” and permanently supplement the working capital. After the change, the investment projects of public issuance of convertible bonds in 2018 are as follows:
No. name of investment project investment amount of raised funds (10000 yuan)
Zhongding damping rubber products R & D and production base relocation and expansion project
1 49800 (phase I)
2 new energy vehicle power battery temperature control fluid pipeline system project 227.8 note
3 R & D and production base project of automobile electric drive and air suspension system 0
4 Zhongding Huitong project in Zhongding Industrial Park 10200
5 automobile chassis forged aluminum parts production project 20000
6 automobile chassis parts production project 19000
7 permanent supplementary working capital 20606.56 note
Total 119834.36
Note: 1 The proposed investment amount of “new energy vehicle power battery temperature control fluid pipeline system project” is 2.278 million yuan, which is the total actual use of the project.
The investment amount of raised funds disclosed in the annual report is 1.8602 million yuan, which is the net amount used after the interest income received before the change of the project offsets the invested funds of the project.
2. After the change of “R & D and production base project of automobile electric drive and air suspension system”, the surplus raised fund of RMB 206.0656 million and the interest income and financial income (the actual amount shall be subject to the balance of the special account on the day of fund transfer out) will permanently supplement the working capital. 2、 Basic information of investment objects 1. Details of investment
The company has contributed 200 million yuan to Zhongding lightweight with the raised funds for the implementation of the automobile chassis forged aluminum parts production project. After the contribution is completed, the registered capital of Zhongding lightweight remains unchanged. 2. Subject matter of capital contribution
Company name: Zhongding lightweight
Date of establishment: June 21, 2021
Registered capital: 200 million yuan
Legal representative: Xia Dinghu
Address: No. 1, Dinghu North Road, Meilin Town, Ningguo City, Xuancheng City, Anhui Province
Business scope: general projects: research and development of auto parts; Manufacturing of auto parts and accessories (in addition to licensing business, it can independently operate projects not prohibited or restricted by laws and regulations)
Equity structure: Anhui WANGJIN, a wholly-owned subsidiary of the company, directly holds 100% equity of Zhongding lightweight
Main financial data: as of September 30, 2021, the total assets and net assets of Zhongding lightweight (Unaudited) were 0 million yuan and 0 yuan respectively; From January to September 2021, the operating revenue is 0 yuan and the net profit is 0 million yuan.
3、 Management of raised funds after capital contribution
In accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the relevant provisions of the raised funds management system formulated by the company, the company The fund-raising supervision agreement between the project implementation company, the sponsor and the deposit bank of the special account for raised funds is still being signed, and the company will timely perform the obligation of information disclosure after the relevant agreement is signed. After the paid in registered capital, the paid in registered capital will be deposited in the special account for raised funds for the construction of raised investment projects. The company will use the raised funds in strict accordance with the requirements of relevant laws, regulations and normative documents. The company will timely perform the obligation of information disclosure in strict accordance with the provisions and requirements of relevant laws according to the progress of relevant matters.
4、 Purpose and impact of this contribution
The company uses part of the raised funds to pay in the registered capital to its subsidiaries through wholly-owned subsidiaries, which is based on the needs of the actual operation of the investment projects invested by the raised funds. The use mode and purpose of the funds raised by convertible bonds are in line with the company’s business development direction, which is conducive to ensuring the smooth implementation of raised investment projects, improving the use efficiency of raised funds, and then meeting the company’s business development needs. The investment of the raised funds is in line with the company’s development strategy and long-term plan, is conducive to improving the company’s profitability, and is in line with the interests of the company and all shareholders.
5、 Opinions of independent directors and board of supervisors
(I) opinions of independent directors
Independent directors believe that the company’s use of part of the raised funds to pay in the registered capital to its subsidiaries through wholly-owned subsidiaries is based on the need to promote the new planned raised investment projects, which is conducive to promoting the smooth implementation of the raised investment projects, improving the use efficiency of the raised funds, in line with the actual situation and will not have an adverse impact on the company; It has not violated the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the use of funds raised by listed companies, and has not damaged the interests of the company and shareholders, especially small and medium-sized shareholders; The deliberation procedures of this matter comply with the provisions of relevant laws and regulations and the articles of association, and are in line with the interests of all shareholders and the company. It is agreed that the company will use part of the raised funds to pay in the registered capital to its subsidiaries through wholly-owned subsidiaries.
(II) opinions of the board of supervisors
After deliberation, the board of supervisors of the company believes that the company’s use of part of the raised funds to pay in the registered capital to its subsidiaries through wholly-owned subsidiaries is the need to promote the newly planned raised investment projects, is conducive to the smooth implementation of the raised investment projects, is in line with the actual situation, and does not damage the interests of the company and shareholders, especially small and medium-sized shareholders. The deliberation and voting of the proposal by the board of directors of the company comply with the requirements of relevant laws, regulations and the articles of association. It is agreed that the company will use part of the raised funds to pay in the registered capital to its subsidiaries through wholly-owned subsidiaries. 6、 Documents for future reference 1, Anhui Zhongding Sealing Parts Co.Ltd(000887) resolutions of the 11th meeting of the 8th board of directors; 2. Anhui Zhongding Sealing Parts Co.Ltd(000887) resolution of the 8th meeting of the 8th board of supervisors; 3. Independent opinions of independent directors on matters related to the 11th meeting of the 8th board of directors;
Anhui Zhongding Sealing Parts Co.Ltd(000887) board of directors
January 15, 2022
