China Securities Co.Ltd(601066) about
Kyland Technology Co.Ltd(300353)
Verification opinions on adjusting the amount of raised funds invested in some raised funds investment projects
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “recommendation institution”) as a recommendation institution for Kyland Technology Co.Ltd(300353) (hereinafter referred to as ” Kyland Technology Co.Ltd(300353) ” or “company”) to issue shares to specific objects and list on GEM through simple procedures, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, The amount of raised capital invested in Kyland Technology Co.Ltd(300353) adjusted part of the raised capital investment projects was verified, and the verification results are as follows:
1、 Basic information of the raised funds
According to the reply of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on Approving the registration of Kyland Technology Co.Ltd(300353) issuance of shares to specific objects (zjxk [2021] No. 4069), the company issued 20253164 RMB common shares (A shares) to specific objects at an issue price of 7.90 yuan / share, and the total amount of raised funds was 1599995.60 yuan, After deducting the issuance expenses of RMB 5288918.08, the net amount of raised funds is RMB 154711077.52. On January 5, 2022, ShineWing Certified Public Accountants (special general partnership) issued the inspection report on the paid in situation of Kyland Technology Co.Ltd(300353) newly increased registered capital as of December 31, 2021 (xyzh / 2021tjaa10171) on the arrival of the funds raised by the company’s stock issuance to confirm the arrival of the raised funds. The company has deposited the above raised funds in the special account for the management of raised funds, and signed the supervision agreement on raised funds with the sponsor and the commercial bank storing the raised funds.
2、 The adjustment of the investment amount of the raised funds of the raised investment project
According to the Kyland Technology Co.Ltd(300353) gem prospectus for issuing shares to specific objects through simple procedures, the total amount of funds raised by the company for issuing shares to specific objects this time shall not exceed RMB 160 million. The net amount of funds raised after deducting the issuance expenses is intended to be used for the R & D and upgrading construction project of industrial Internet communication equipment, information upgrading project and supplementary working capital. The net amount of funds actually raised from the issuance of shares to specific objects is RMB 154711077.52, which is less than the total amount of funds to be raised. The company makes the following adjustments to the amount of funds raised from the investment project of the original raised funds:
Unit: 10000 yuan
No. project name: commitment to raise before adjustment; investment amount of raised funds after adjustment; expected investment amount
1 Industrial Internet communication equipment R & D and upgrading construction project 8850.00 8850.00
2 informatization upgrading project 2350.00 2350.00
3. Supplementary working capital 4800.00 4271.11
Total 16000.00 15471.11
3、 The impact of the adjustment of the investment amount of raised funds on the company
The company’s adjustment of the amount of raised funds invested in the investment projects of raised funds does not change the purpose of raised funds and damage the interests of shareholders, which is in line with the strategic requirements of the company’s future development, the long-term interests of the company and the interests of all shareholders. The company will strengthen the supervision of the construction progress of relevant projects to improve the use efficiency of the raised funds.
4、 Necessary procedures for performance
1. Deliberations of the board of directors
On January 25, 2022, the company held the 45th meeting of the 5th board of directors, deliberated and passed the proposal on adjusting the investment amount of investment projects raised by issuing shares to specific objects. In view of the fact that the net amount of funds actually raised by issuing shares to specific objects is RMB 154711077.52, which is less than the total amount of funds to be raised, It is agreed that the company will adjust the investment amount of the investment project with raised funds according to the actual net amount of raised funds. 2. Deliberation of the board of supervisors
On January 25, 2022, the company held the 24th Meeting of the 5th board of supervisors, which deliberated and approved the proposal on adjusting the investment amount of the investment project of raising funds by issuing shares to specific objects. The board of supervisors considered that the adjustment of the investment amount of the investment project of raising funds by issuing shares to specific objects was made according to the actual situation of the company issuing shares to specific objects, There are no circumstances that harm the interests of shareholders. The decision-making procedure of this adjustment complies with the provisions of relevant laws, regulations and normative documents. The board of supervisors agrees that the company will adjust the investment amount of the investment project raised by issuing shares to specific objects.
3. Opinions of independent directors
On January 25, 2022, the independent directors of the company gave their independent opinions on the proposal on adjusting the investment amount of the investment project of raising funds by issuing shares to specific objects. The independent directors believed that the company’s adjustment of the investment amount of the investment project of raising funds did not change the investment direction of the raised funds in combination with the actual situation of the company’s raising funds by issuing shares to specific objects, The decision-making procedures comply with the provisions of relevant laws, regulations, rules and regulations, such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and there is no damage to the interests of the company and shareholders. Therefore, it is agreed that the company will adjust the investment amount of the raised capital investment project issuing shares to specific objects this time.
5、 Verification opinions of the recommendation institution
After verification, China Securities Co.Ltd(601066) Securities believes that the company’s adjustment of the amount of raised funds invested in the raised funds investment project has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued their agreed independent opinions, performed the necessary review procedures, and complied with the provisions of relevant laws and regulations such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, It does not conflict with the implementation plan of the company’s raised funds, does not affect the normal progress of the investment projects of the raised funds, and does not change the purpose of the raised funds in a disguised manner and damage the interests of shareholders. The recommendation institution agrees the company to implement this adjustment.
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(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) verification opinions on Kyland Technology Co.Ltd(300353) adjusting the amount of raised funds invested in some raised funds investment projects) signature of the sponsor representative:
Bi Yanjun, Liu Zizheng
China Securities Co.Ltd(601066) mm / DD / yy
