Securities code: 688357 securities abbreviation: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) Announcement No.: 2022-004
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Announcement on the closing of some raised investment projects in the initial public offering of shares and the use of the surplus raised funds for other raised investment projects
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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
On January 14, 2022, Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as “the company”) held the seventh meeting of the third board of directors and the sixth meeting of the third board of supervisors, deliberated and adopted the proposal on closing some raised investment projects through initial public offering and using the surplus raised funds for other raised investment projects. It is agreed to close the “investment in the construction of high-efficiency hydrogen and oxygen molecular sieve projects” and use the surplus raised funds for the “construction project of reclaimed water recycling and comprehensive utilization of resources”. Details are as follows:
1、 Basic information of funds raised by initial public offering
（1） Availability of raised funds
According to the reply on Approving the registration of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) initial public offering (zjxk [2019] No. 2017) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on October 28, 2019, the company was approved to publicly issue 14460000 RMB common shares (A shares) at an issue price of 43.28 yuan per share, The total amount of raised funds is 625828800 yuan. After deducting 55.9108 million yuan (excluding value-added tax) related to issuance such as underwriting and recommendation expenses, the net amount of raised funds is 569.918 million yuan. Ruihua Certified Public Accountants (special general partnership) verified the capital availability of the company’s initial public offering and issued the capital verification report (rhyz [2019] No. 01540006).
In order to standardize the management of the company’s raised funds and protect the rights and interests of investors, 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 has signed the tripartite supervision agreement on the storage of special account for raised funds with the sponsor and the deposit bank of special account for raised funds.
（2） Investment projects with raised funds
1. According to the prospectus of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) initial public offering and listing on the science and Innovation Board disclosed by the company, the investment projects of the funds raised from the public offering are as follows: unit: 10000 yuan
No. project name total investment to be invested in raised funds
1 adsorption material industrial park project (phase III) 20036.62 18300.00
2. Technological innovation center construction project 6412.50 6412.50
3. Project with an annual output of 4500 tons of oxygen enriched molecular sieve 2146.77 1800.00
4 5000 ton activated alumina production line construction project 1832.87 1800.00
5. 396000 T / a reclaimed water recycling project 5086.80
6 finished product warehouse intelligent transformation project 3000.00 3000.00
Total 38515.56 36399.30
2. According to the proposal on using part of the over raised funds to permanently supplement working capital and the proposal on using part of the over raised funds to invest in the construction of new projects deliberated and adopted at the first extraordinary general meeting in 2020, the company’s investment projects with over raised funds are as follows:
Unit: 10000 yuan
No. project name total investment to be invested in raised funds
1. Invest in the construction of high-efficiency hydrogen and oxygen production molecular sieve project 5368.78 5368.78
2 Permanent supplementary working capital 6000.00
Total 11368.78
3. According to the proposal on the company using part of the over raised funds to invest in the establishment of new projects of overseas subsidiaries deliberated and adopted at the second extraordinary general meeting of shareholders in 2020, the company’s investment projects with over raised funds are as follows:
Unit: 10000 yuan
No. project name total investment to be invested in raised funds
1. Construction project of Thailand subsidiary 10655.05 9223.72
2、 Utilization and savings of raised funds of the project invested with raised funds settled this time
As of December 31, 2021, the specific use and savings of the investment projects of the raised funds settled this time
As follows:
Unit: Yuan
The accumulated investment of the raised funds to be invested, the unused raised funds, the balance to be paid of the raised funds, the expected remaining project name, the total amount and the progress of the remaining amount
Investment construction
High efficiency hydrogen and oxygen production 53687800.00 32058889.57 21628910.43 3596539.28 18032371.15 molecular sieve projects
Total 53687800.00 32058889.57 21628910.43 3596539.28 18032371.15 closed items
Note: the amount finally transferred into the special account of other raised investment projects of the company shall be transferred out of the current Japanese secondary settlement raised capital investment projects
The amount of unused raised funds shall prevail; The balance to be paid will be paid through its own funds.
3、 The main reasons for the savings of raised funds of the closed project
1. The “investment and construction of high-efficiency hydrogen and oxygen molecular sieve project” has been completed, and the production line can be stable
The project can be closed if the production meets the predetermined requirements of the project and the predetermined operating conditions.
2. During the implementation of the project, the company shall strictly follow the relevant provisions on the use of raised funds from the actual situation of the project
Based on the international situation, in line with the principles of rationality, economy and effectiveness, and on the premise of ensuring the construction quality of the project, the audit shall be carried out
Carefully use the raised funds, strengthen the cost control, supervision and management of all links of project construction, and
Reasonably dispatch and optimize the allocation of sources to reduce project construction costs and expenses.
4、 Use plan of surplus raised funds
The company plans to invest in the construction of high-efficiency hydrogen production and oxygen production molecular sieve project, which has not been used
The raised capital is 21628910.43 yuan (the actual amount is transferred out of the current Japan secondary settlement raised capital investment)
The unused raised funds of the project (subject to the amount of raised funds) are all transferred to the “reclaimed water recycling and resource utilization” of the raised investment project under construction
Construction of “comprehensive utilization construction project”.
The basic information of other raised investment projects “reclaimed water recycling and comprehensive utilization of resources” is as follows:
Project Name: reclaimed water recycling and comprehensive utilization project
Project implementation subject: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Project construction content: the new reclaimed water treatment workshop project covers a total area of 1800m2, a construction area of 5400m2, and a total investment of 121.9164 million yuan.
The company uses the surplus raised funds for other raised investment projects, which is conducive to improving the use efficiency of the raised funds, which is in line with the actual situation of the company’s operation, and there is no damage to the interests of the company’s shareholders, especially the minority shareholders. 5、 Description of special opinions
（1） Opinions of independent directors
The company’s decision to use the surplus raised funds from the investment projects with over raised funds in the initial public offering for other investment projects with raised funds is made according to the actual situation of the project, which is conducive to the rational allocation of resources, improve the use efficiency of raised funds, help the company strengthen its main business and do not affect the normal progress of investment projects with raised funds, Nor does it change the investment direction of the raised funds in a disguised form or damage the interests of shareholders. The decision-making procedures of the company comply with the relevant laws and regulations of the CSRC and Shanghai Stock Exchange on the use of the raised funds of listed companies and the relevant provisions of the articles of association and the measures for the administration of the raised funds of the company.
All independent directors unanimously agreed to close the raised investment project “investment in the construction of high-efficiency hydrogen and oxygen molecular sieve project” and use the surplus raised funds for “construction project of reclaimed water recycling and comprehensive utilization of resources”.
（2） Opinions of the board of supervisors
This time, the company will conclude the investment project of “investing in the construction of high-efficiency hydrogen and oxygen molecular sieve project” with over raised funds from initial public offering, and use the surplus raised funds for “construction project of reclaimed water recycling and comprehensive utilization of resources”. It is conducive to improving the use efficiency of the raised funds, meets the needs of the company’s business development, does not affect the normal progress of the investment projects of the raised funds, nor does it change the investment direction of the raised funds in a disguised manner or damage the interests of shareholders. The decision-making procedure for this matter is standardized.
The board of supervisors agreed to close the raised investment project “investment in the construction of high-efficiency hydrogen and oxygen molecular sieve project” and use the surplus raised funds for “construction project of reclaimed water recycling and comprehensive utilization of resources”.
（3） Verification opinions of the recommendation institution
After verification, the recommendation institution believes that: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) closing part of the raised investment projects of the initial public offering and using the surplus raised funds for other raised investment projects “reclaimed water recycling and comprehensive utilization of resources” is a prudent decision made by Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) according to the actual situation of the project implementation, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders; The closing of some raised investment projects and the use of the surplus raised funds for other raised investment projects “reclaimed water recycling and comprehensive utilization of resources” have been deliberated and approved by the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) board of directors and the board of supervisors. The independent directors have expressed their independent opinions with explicit consent, performed the necessary decision-making procedures, and met the requirements of relevant laws, regulations and normative documents.
The sponsor has no objection to the company’s closing of some raised investment projects in the initial public offering of shares and the use of the surplus raised funds for other raised investment projects “reclaimed water recycling and comprehensive utilization of resources”. 6、 Documents for future reference
1. Resolutions of the 7th Meeting of the 3rd board of directors;
2. Resolutions of the 6th meeting of the 3rd board of supervisors;
3. Independent opinions of independent directors on matters related to the seventh meeting of the third board of directors of the company;
4. Verification opinions of Zhongtian Guofu Securities Co., Ltd. on the closing of some raised investment projects of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) initial public offering and the use of the surplus raised funds for other raised investment projects; It is hereby announced.
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) board of directors January 17, 2022
