Huaan Securities Co.Ltd(600909) on the use of raised funds by Ningbo joy Zhixing Technology Co., Ltd. to replace its own funds invested in the raised investment project in advance
Verification opinions
Huaan Securities Co.Ltd(600909) (hereinafter referred to as ” Huaan Securities Co.Ltd(600909) ” and “sponsor”) as the sponsor of Ningbo joy Zhixing Technology Co., Ltd. (hereinafter referred to as “joy Zhixing” and “company”) for initial public offering and listing on the gem, according to the measures for the administration of securities issuance and listing sponsorship business and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange Guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, and the Listing Rules of shares on the gem of Shenzhen Stock Exchange, The self raised fund of 39.616 million yuan invested in the project in advance was replaced by the raised fund by joy Zhixing. The verification results and verification opinions are as follows:
1、 Basic information of raised funds
Approved by the reply on Approving the registration of initial public offering of Ningbo joy Zhixing Technology Co., Ltd. (zjxk [2021] No. 3308) issued by China Securities Regulatory Commission and approved by Shenzhen Stock Exchange, the company issued 25000000 ordinary shares (A shares) in RMB for the first time, with a par value of 1 yuan per share, The issue price per share is RMB 21.76/share, and the total amount of funds raised is RMB 544000000.00. After deducting the issuance expenses (excluding tax) of RMB 60431415.08, the net amount of funds raised is RMB 483568584.92. Rongcheng Certified Public Accountants (special general partnership) verified the availability of funds for this issuance and issued the capital verification report (Rongcheng Yan Zi [2021] No. 230z0299) on November 29, 2021.
The company has managed the raised funds in a special account in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and relevant regulations.
2、 Investment projects with raised funds
According to the prospectus of Ningbo joy Zhixing Technology Co., Ltd. on initial public offering and listing on GEM (hereinafter referred to as the “prospectus”), the company raised funds through this public offering
Unit: 10000 yuan
No. project content total project investment proposed to be invested in the project implementation subject of raised funds
1. Annual output of 2.3 million sets (sheets) of green circulation 25865.17 25865.17 joy Zhixing
Ring packaging construction project
2 green recyclable packaging leasing and zhi9489.38 9489.38 Ningbo Chuanfeng
Energy storage and logistics construction project
3 R & D center construction project 4966.75 joy Zhixing
Total 40321.30-
The total investment of the above projects is 403213000 yuan. All the funds raised this time will be used for the above projects. The net amount of the actually raised funds exceeds the total investment required by the project, and the excess will be used in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
3、 Advance investment of self raised funds into investment projects of raised funds and replacement of raised funds
In order to ensure the smooth progress of the investment projects with the raised funds, the company will invest the relevant investment projects with the self raised funds in advance before the raised funds are actually in place. According to the assurance report on Ningbo joy Zhixing Technology Co., Ltd. investing the raised funds in advance with the self raised funds (Rongcheng zhuanzi [2022] No. 230z0006) issued by Rongcheng Certified Public Accountants (special general partnership) on the above self raised funds in advance, as of November 29, 2021, The actual investment amount of the company’s investment projects invested with raised funds in advance with self raised funds is 39.616 million yuan. The details are as follows:
Unit: 10000 yuan
No. project name committed raised funds self raised funds pre raised funds replacement investment amount investment amount
1. Green 25865.17 2022.49 2022.49 recycling packaging construction project with an annual output of 2.3 million sets (sheets)
2 green recyclable packaging leasing and zhi9489.38 1222.79 1222.79 warehousing and logistics construction project
3 R & D center construction project 4966.75 716.31 716.31
Total 40321.30 3961.60 3961.60
Note: the total is slightly different in the mantissa due to rounding.
4、 Implementation of replacement of early investment with raised funds
According to the prospectus, joy Zhixing has made arrangements for the replacement of the early investment of the raised funds, that is, “if the company needs to make an early investment in the above proposed investment projects before the arrival of the raised funds, the company will invest with the self raised funds, and replace the self raised funds with the raised funds after the raised funds are in place.” The proposed replacement plan is consistent with the arrangement in the prospectus and does not conflict with the implementation plan of the investment project with raised funds. The proposed replacement scheme complies with the provisions of laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), It does not conflict with the implementation plan of the project invested by the raised funds, does not affect the normal progress of the investment plan of the raised funds, nor does it change the purpose of the raised funds in a disguised form.
The replacement time of the raised funds is no more than 6 months from the arrival time of the raised funds, which is in line with the relevant provisions of laws and regulations.
5、 Implementation procedures and special opinions
(I) deliberation procedures of the board of directors
On January 22, 2022, the 17th meeting of the second board of directors of the company deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the raised investment projects in advance, and agreed that the company would use the raised funds of RMB 39.616 million to replace the self raised funds invested in the raised investment projects in advance.
(II) deliberation procedures of the board of supervisors
On January 22, 2022, the 10th meeting of the second board of supervisors of the company deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the raised investment projects in advance, and agreed that the company would use the raised funds of RMB 39.616 million to replace the self raised funds invested in the raised investment projects in advance. The company’s use of raised funds to replace the projects invested in raised funds in advance improves the use efficiency of raised funds, conforms to the interests of all shareholders, and the relevant procedures comply with the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) Articles of association and other relevant provisions. This capital replacement does not conflict with the implementation plan of the investment project with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders.
(III) opinions of independent directors
The independent directors believe that the company’s use of the raised funds to replace the self raised funds invested in the raised investment projects in advance is conducive to reducing the company’s financial expenses, improving the use efficiency of funds and in line with the interests of all shareholders. The fund replacement does not conflict with the implementation plan of the raised investment project, does not affect the normal operation of the raised investment project, does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders, and the replacement time is less than 6 months from the arrival time of the raised funds. The self raised funds of the company’s pre invested projects with raised funds have been reviewed and confirmed by Rongcheng Certified Public Accountants (special general partnership), and the assurance report on pre invested projects with raised funds by Ningbo joy Zhixing Technology Co., Ltd. (Rongcheng zhuanzi [2022] No. 230z0006) has been issued. To sum up, the independent directors unanimously agreed that the company would use the raised funds of RMB 39.616 million to replace the self raised funds invested in the raised projects in advance.
(IV) assurance opinion of accounting firm
Rongcheng Certified Public Accountants (special general partnership) conducted special verification on the above projects invested with raised funds in advance, and issued the assurance report on Ningbo joy Zhixing Technology Co., Ltd. investing in projects invested with raised funds in advance with self raised funds (Rongcheng zhuanzi [2022] No. 230z0006), which holds that, The special instructions on pre investment of raised funds in investment projects with self raised funds prepared by the management of the company comply with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) (CSRC announcement [2022] No. 15) and the regulations issued by Shenzhen Stock Exchange in all major aspects The preparation of self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM fairly reflects the situation of joy Zhixing’s pre investment of raised funds in investment projects with self raised funds.
6、 Verification opinions of the recommendation institution
After verification, Huaan Securities Co.Ltd(600909) believes that:
1. The company’s use of raised funds to replace its own funds that have been invested in the raised investment project in advance has been deliberated and adopted at the 17th meeting of the second board of directors and the 10th meeting of the second board of supervisors, the independent directors have expressed their consent, Rongcheng Certified Public Accountants (special general partnership) has conducted special verification, and the necessary procedures have been performed for the replacement of raised funds.
2. The company’s use of the raised funds to replace its own funds that have been invested in the raised investment project in advance meets the provisions on replacement within 6 months after the arrival of the raised funds, and meets the relevant provisions such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022).
3. Before the raised funds are in place, the company invests the raised funds into the raised funds investment projects with self raised funds in order to ensure the normal progress of the raised funds investment projects and meet the needs of the company’s operation and development. After the raised funds are in place, the self raised funds that have been invested in the raised funds investment project in advance shall be replaced with the raised funds, which shall comply with the provisions of laws and regulations and the relevant arrangements of the issuance application documents, and shall not affect the normal implementation of the raised funds investment project, nor change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders.
In conclusion, Huaan Securities Co.Ltd(600909) has no objection to the company’s use of raised funds to replace its own funds invested in the raised investment project in advance.
