Securities code: 301198 securities abbreviation: joy Zhihang Announcement No.: 2022-012 Ningbo joy Zhihang Technology Co., Ltd
Announcement on using raised funds to replace self raised funds of projects invested in raised funds in advance
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.
At the 17th meeting of the second board of directors and the 10th meeting of the second board of supervisors held on January 22, 2022, Ningbo joy Zhixing Technology Co., Ltd. (hereinafter referred to as “the company”) deliberated and adopted the proposal on replacing self raised funds of pre invested projects with raised funds, It is agreed that the company will use the raised funds to replace the self raised funds of 39.616 million yuan invested in the raised projects in advance. The specific situation is hereby announced as follows: I. 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, and the total amount of raised funds is RMB 544000000.00. After deducting the issue expenses (excluding tax) of RMB 60431415.08, the net amount of raised funds 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.
Joy Zhixing 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 GEM listed companies and relevant regulations.
2、 Basic information of investment projects with raised funds
According to the application plan of the raised funds disclosed in the company’s prospectus for initial public offering and listing on the gem (hereinafter referred to as the “prospectus”), the investment projects of the raised funds in this public offering (hereinafter referred to as the “raised investment projects”) and the use plan of the raised funds are as follows:
Monetary unit: RMB 10000
No. approval of the filing of the raised capital to be invested in the raised capital investment project
gold
No. examination and approval of the proposed investment of raised funds
gold
Annual output of 2.3 million sets (sheets) of green recycling information form of Zhejiang enterprise investment project filing (code 25865.17 of Fu 1 packaging construction project) (project code:
2019-330282-29-03-808682）
Green recyclable packaging leasing and smart warehouse information form of Zhejiang enterprise investment project filing (code 9489.38 of Fu 2 storage logistics construction project) (project code:
2020-330282-71-03-103687）
Information form of Zhejiang enterprise investment project filing (code 4966.75 of Fu 3 R & D center construction project) (project code:
2019-330282-29-03-808614）
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 projects invested with 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 (Rong Cheng Zhi Zi [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, as follows:
Monetary unit: RMB 10000
Project name commitment to raise funds self raised funds pre raised funds
No. investment amount investment amount replacement amount
1. Construction project of green 25865.17 2022.49 2022.49 color recycling packaging with an annual output of 2.3 million sets (sheets)
2 green recyclable packaging leasing and 9489.38 1222.79 1222.79 intelligent 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 company’s prospectus, the company has made arrangements for the replacement of early investment with raised funds, that is, “if the company needs to make early investment in the above proposed investment projects before the arrival of the raised funds, the company will invest with self raised funds, and replace the self raised funds with 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 adopted the proposal on using raised funds to replace self raised funds invested in projects invested with raised funds in advance. The company used raised funds to replace self raised funds invested in projects invested with raised funds in advance, which improved the use efficiency of raised funds and was in line with the interests of all shareholders, The relevant procedures comply with the Shenzhen Stock Exchange GEM Listing Rules, 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), 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 and damaging the interests of shareholders in a disguised manner. It is agreed that the company will use the raised funds of 39.616 million yuan to replace the self raised funds that have been invested in the raised projects in advance.
(III) opinions of independent directors
After review, 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 projects invested with raised funds in advance have been reviewed and confirmed by Rongcheng Certified Public Accountants (special general partnership), and 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) 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), It is considered 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 of 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 company’s pre investment of raised funds in investment projects with self raised funds.
(V) verification opinions of the recommendation institution
(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.
6、 Documents for future reference
1. Resolutions of the 17th meeting of the second board of directors;
2. Resolutions of the 10th meeting of the second board of supervisors;
3. Independent opinions of independent directors on matters related to the 17th meeting of the second board of directors;
4. Assurance report on investment projects invested with raised funds by Ningbo joy Zhixing Technology Co., Ltd. with self raised funds in advance (Rong Cheng Zhuan Zi [2022] No. 230z0006);
5. Verification opinions on Huaan Securities Co.Ltd(600909) Ningbo joy Zhixing Technology Co., Ltd. replacing its own funds invested in the raised funds project in advance with the raised funds.
It is hereby announced.
Ningbo joy Zhixing Technology Co., Ltd
