Securities code: 301073 securities abbreviation: Zhejiang Ssaw Boutique Hotels Co.Ltd(301073) Announcement No.: 2022-003 Zhejiang Ssaw Boutique Hotels Co.Ltd(301073)
Announcement on changing the purpose of part of the raised funds for the acquisition of the company's equity and trademarks
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.
1、 Overview of changes in investment projects with raised funds
(I) funds raised by initial public offering
Approved by the reply on Approving the registration of initial public offering shares of Zhejiang Junting Hotel Management Co., Ltd. (zjxk [2021] No. 2686) of China Securities Regulatory Commission and the notice on listing Zhejiang Ssaw Boutique Hotels Co.Ltd(301073) RMB common shares on GEM (SZS [2021] No. 961) of Shenzhen Stock Exchange, The company issued 2013.5 million RMB ordinary shares (A shares) in the initial public offering, with a par value of RMB 1 per share and an issue price of RMB 12.24 per share. The total amount of funds raised in this offering was RMB 246452400. After deducting the issuance expenses of RMB 57.699 million (excluding tax), the actual net amount of funds raised was RMB 188753400. Zhongshen Zhonghuan Certified Public Accountants (special general partnership) verified the availability of funds for the company's initial public offering of shares, and issued the capital verification report (Zhong Huan Yan Zi (2021) No. 0210033) on September 24, 2021. After the above raised funds are received, the company has managed the deposit and use of the raised funds in a special account, and has signed the tripartite supervision agreement on raised funds with the sponsor and the commercial bank storing the raised funds.
The funds raised from the initial public offering of shares are intended to be used for the following projects. As of December 31, 2021, the details of the projects are as follows:
Unit: 10000 yuan
Project name total investment amount of the project raised funds committed investment amount accumulated investment amount
Design and opening of medium and high-end hotels
32,352.00 18,458.26 1,529.08
Development project
Construction of comprehensive management platform 2038.00 417.08 11.09
project
Total 34390.00 18875.34 1540.17
Note: 1. The committed investment amount of raised funds is the net amount of raised funds actually in place after deducting the issuance expenses.
(II) basic information about the purpose of some raised funds to be changed
As of December 31, 2021, the balance of fund-raising account of "medium and high-end hotel design and development project" is 172.8901 million yuan (including interest income). In order to better comply with the company's development strategy, improve brand competitiveness and national market expansion, taking into account market environment, regulatory policies, project cycle, profitability, brand construction and other factors, Further improve the use efficiency of the raised funds, reduce operational risks and protect shareholders' rights and interests. The company plans to change the purpose of part of the raised funds of "medium and high-end hotel design and development project" for the acquisition of 79% equity of Zhejiang Junlan Hotel Management Co., Ltd., 70% equity of Jinglan Hotel Investment Management Co., Ltd. and "Junlan" series trademarks. The company intends to pay the consideration of this transaction with the raised funds. After changing the purpose of some raised funds, the investment projects of the company's raised funds are as follows:
Unit: 10000 yuan
Before and after the change of the raised funds
Change fee
Proposed use of raised capital proposed use of raised capital project name amount project name
Jin Jin
Design and development of medium and high end hotels
4,458.26
project
Medium and high end hotels acquire Zhejiang Junlan Hotel Management
Design and development project 18458.26 14000.00 Li Co., Ltd. 79% equity
The investment management of mujinglan hotel is 14000.00 yuan
70% equity of the company; and
"Junlan" series trademark project
Total 14000.00 - 18458.26
Note: the above change amount does not include interest income, and the actual change amount shall be subject to the balance of the special account at the time of transfer. This transaction does not involve related party transactions and does not constitute a major asset restructuring. The sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors deliberated and adopted the proposal on changing the use of part of the raised funds for the acquisition of the company's equity and trademark and the proposal on cash acquisition of the company's equity and trademark. Relevant matters need to be submitted to the company's extraordinary general meeting for deliberation.
2、 Reasons for changing raised investment projects
(I) original project plan and actual investment
1. Original raised investment project plan
The original fund-raising investment project "medium and high-end hotel design and development project" plans to rent hotel properties suitable for operation in Shanghai, Hangzhou, Nanjing and other cities deemed appropriate by the management through the establishment of subsidiaries in the next two years, and carry out personalized design according to the characteristics of the surrounding natural and cultural environment, Build Junting characteristic hotel with market competitiveness.
The total planned investment of the original project is 323.52 million yuan, and the specific investment estimate is as follows:
Unit: 10000 yuan
Share of No. project funds
I. construction investment 32140 99.34%
1 project cost 27081 83.71%
1.1 decoration cost 23976 74.11%
1.2 purchase cost of hardware equipment 3105 9.60%
2. Other construction expenses 3434 10.61%
2.1 hotel property rental fee 3254 10.06%
2.2 other preliminary expenses 180 0.56%
3. Reserve fund 1625 5.02%
2. Initial working capital 212 0.66%
III. total investment 32352 100.00%
2. Actual investment of the original raised investment project
As of December 31, 2021, the original raised funds investment project "medium and high end hotel design and development project" has used a total of 15.2908 million yuan of raised funds. The balance of the special account for raised funds of the project is 172.8901 million yuan (including accumulated interest income). In the future, the company will formulate a reasonable investment plan in combination with the actual market situation, and continue to implement the original raised investment projects with self raised funds.
(II) reasons for changing the investment project with raised funds
1. Improve the use efficiency of raised funds
The planned construction period of the original fund-raising investment project "medium and high-end hotel design and development project" is 24 months. In view of the relatively long construction and return cycle of the original raised investment project, in order to further improve the use efficiency of the raised funds, improve the company's anti risk ability and quickly adapt to the complex and changeable market demand, the company plans to change the purpose of some raised funds in the "medium and high-end hotel design and development project" to acquire 79% equity of Zhejiang Junlan Hotel Management Co., Ltd Jinglan Hotel Investment Management Co., Ltd. has 70% equity and "Junlan" series trademarks. The acquisition will greatly enhance the national layout of the company.
2. The implementation of new raised investment projects conforms to the company's development strategy and is conducive to improving the company's market competitive position and brand influence
In the context of the rapid development of medium and high-end hotel industry, the market competitive position and brand influence with core competitive advantages will greatly improve the development speed and quality of the company. The brand management performance of Junlan acquired this time covers 23 provinces and cities in China, including Zhejiang, Jiangsu, Hainan, Shaanxi, Shandong, Shanxi, Hunan, Hubei, Hebei, Henan, Jiangxi, Anhui, Fujian, Jilin, Guangdong, Guangxi, Sichuan, Guizhou, Yunnan, Shanghai, Beijing, Gansu and Heilongjiang, with a cumulative investment and management of more than 180 hotels. The management performance of Jinglan Hotel Investment Management Co., Ltd. covers 13 provinces and cities such as Zhejiang, Hainan, Jilin, Fujian, Sichuan, Hebei, Shandong, Guizhou, Jiangxi, Hunan and Jiangsu, with a total of 75 hotels invested and managed. "Junlan" brand has also received good social evaluation and industry recognition. It has won the "national brand pioneer in China's hotel industry" for five consecutive years, and won many awards such as "China's top ten brand hotel groups", "China's best resort hotel", "China's best hotel management group Starlight Award" and so on. This acquisition is an important layout to promote the company's further expansion in the medium and high-end hotel industry through asset light mode. After the acquisition, the company will further improve the national market share, with more than 300 hotels and a total of more than 60000 guest rooms. It is of great strategic significance to become a leader in China's medium and high-end hotels, especially high-end hotels.
3. Improve the company's business scale and profitability
After the completion of this transaction, the listed company directly controls 79% equity of Zhejiang Junlan Hotel Management Co., Ltd. and 70% equity of Jinglan Hotel Investment Management Co., Ltd. and owns "Junlan" series trademarks. Zhejiang Junlan Hotel Management Co., Ltd. and Jinglan Hotel Investment Management Co., Ltd. are included in the consolidated statements of the listed company. This transaction will help to improve the business scale and profitability of the listed company and protect the interests of shareholders of the listed company. To sum up, the company's proposed change of the raised capital investment project "medium and high end hotel design and development project" for the purpose of equity and trademark acquisition is a prudent decision made in combination with the actual situation of the raised capital investment project and the business development environment, which is in line with the company's development strategy, It is conducive to improving the use efficiency of raised funds and the return on investment of raised funds.
3、 Description of new raised investment projects
(I) basic information and investment plan of the project
Project Name: acquisition of 79% equity of Zhejiang Junlan Hotel Management Co., Ltd., 70% equity of Jinglan Hotel Investment Management Co., Ltd. and "Junlan" series trademark project
The company plans to acquire 79% equity of Zhejiang Junlan Hotel Management Co., Ltd., 70% equity of Jinglan Hotel Investment Management Co., Ltd. and "Junlan" series trademarks with 140 million yuan, of which 140 million yuan is planned to be invested.
1. Transaction overview
(1) The company and Junlan Hotel Group Co., Ltd. signed the equity acquisition agreement on 79% equity of Zhejiang Junlan Hotel Management Co., Ltd. (hereinafter referred to as "equity acquisition agreement I") and the equity acquisition agreement on 70% equity of Jinglan Hotel Investment Management Co., Ltd. (hereinafter referred to as "equity acquisition agreement II") on January 21, 2022 According to the trademark transfer agreement on "Junlan" series trademarks (hereinafter referred to as "trademark transfer agreement"), the parties agree that the purchase price of 79% equity of Zhejiang Junlan Hotel Management Co., Ltd. is RMB 66 million based on the evaluation value of the evaluation report issued by China Tonghua asset evaluation (Shanghai) Co., Ltd. and determined by the parties through negotiation Jinglan Hotel Investment Management Co., Ltd
