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Jiangsu Shentong: Announcement on Permanently Supplementing Liquidity with the Surplus Funds Raised in Fund-raising Projects

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  • Time of issue:2012-04-21 13:59
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(Summary description)Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "Company" or "Jiangsu Shentong") held the 21st meeting of the second board of directors on April 19, 2012.

Jiangsu Shentong: Announcement on Permanently Supplementing Liquidity with the Surplus Funds Raised in Fund-raising Projects

(Summary description)Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "Company" or "Jiangsu Shentong") held the 21st meeting of the second board of directors on April 19, 2012.

  • Categories:Announcement
  • Author:
  • Origin:
  • Time of issue:2012-04-21 13:59
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Information
Stock code: 002438 Stock abbreviation: Jiangsu Shentong Announcement number: 2012-014
 
Jiangsu Shentong Valve Co., Ltd.
 
Announcement on permanently supplementing working capital with surplus funds raised from fund-raising projects

 

The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.

 

Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "Company" or "Jiangsu Shentong") held the 21st meeting of the second board of directors on April 19, 2012. The meeting reviewed and approved the The Proposal for Permanently Supplementing Working Capital with Funds", given that the company’s initial public offering of shares promised to raise investment projects has been completed and reached the expected usable state, in order to give full play to the efficiency of capital use and reasonably reduce the company’s financial expenses, it is planned to save funds from the Including the net interest income from the special account of raised funds) 41,006,245.90 yuan to permanently supplement the working capital, the company now announces the relevant matters as follows:

1. Basic situation of raised funds

Approved by the China Securities Regulatory Commission "Approval of the Approval of Jiangsu Shentong Valve Co., Ltd.’s Initial Public Offering of Shares" (Zheng Jian Ke [2010] No. 662), and approved by the Shenzhen Stock Exchange, the company adopted it on June 7, 2010 A combination of offline inquiry placement and online pricing issuance to public investors will issue 26 million RMB ordinary shares (A shares) with a par value of 1.00 yuan per share and an issue price of RMB 22.00 per share. A total of RMB is raised. 572,000,000.00 yuan, after deducting the issuance cost of 35,507,000.00 yuan, the actual net proceeds raised is 536,493,000.00 yuan. Jiangsu Tianheng Certified Public Accountants Co., Ltd. has verified the capital availability of Jiangsu Shentong’s initial public offering and issued Tianheng Yanzi [2010] No. 039 Capital Verification Report.

The investment project with raised funds promised in the company's "IPO prospectus"—the nuclear power valve expansion project is estimated to have a total investment of 229,490,000.00 yuan, of which 169,350,000.00 yuan will be used. The company’s initial public offering of shares raised net proceeds of RMB 536,493,000.00, and over-raised funds of RMB 367,143,000.00.

2. The use of raised funds in fund-raising projects

As of February 29, 2012, the company’s total investment in fundraising projects was 138,871,393.33 yuan, accounting for 82.00% of the committed investment. The total amount of investment (payment) invested in the fund-raising project is 132,334,176.33 yuan; the unpaid warranty and the remaining balance are 6,537,217.00 yuan. The details are shown in the following table:

currency: RMB

Project name

Commitment amount

Project investment

The difference between committed investment and project investment

Amount invested (payment)

Unpaid warranty money and balance

Subtotal of project investment

Investment amount accounts for committed investment amount (%)

Nuclear power valve expansion project

169,350,000.00

132,334,176.33

6,537,217.00

138,871,393.33

82.00

30,478,606.67

Total

169,350,000.00

132,334,176.33

6,537,217.00

138,871,393.33

82.00

30,478,606.67

 

Third, the use of fund-raising savings in investment projects

As of February 29, 2012, the total savings in the company's special account for fundraising projects was 51,144,639.23 yuan. After deducting the funds paid in advance for the fundraising projects with self-raised funds and the unpaid warranty funds and balances, the fundraising projects used the savings from the raised funds The net amount is 41,006,245.90 yuan (including net interest income from raised funds). The details are shown in the following table:

currency: RMB

Item

Gold amount

Amount of funds raised

545,950,000.00

Less: sponsor fee, audit fee and capital verification fee, attorney fee, information disclosure fee, etc.

 

9,457,000.00

Net funds raised

536,493,000.00

Less: direct use of fundraising projects

128,733,000.00

Over-raised funds to invest in the "Nuclear Power Equipment and Environmental Protection Equipment Production Base Project" Note 1

300,000,000.00

Over-raised funds to permanently supplement liquidity Note 2

67,143,000.00

Plus: interest income deducted net handling fee

10,527,639.23

Special deposit account balance of raised funds

51,144,639.23

Less: Pre-paid investment project funds with self-raised funds

3,601,176.33

Less: Unpaid warranty money and balance of fundraising projects

6,537,217.00

Fund-raising projects use the net savings

41,006,245.90

Note 1: The company’s ninth meeting of the second board of directors held on March 15, 2011 and the first extraordinary general meeting of 2011 held on April 1, 2011 reviewed and approved the “Proposal for the implementation of nuclear power supporting equipment and environmental protection equipment production base projects”, it was decided to invest 300 million yuan of the over-raised funds to establish a wholly-owned subsidiary, Jiangsu Shentong Energy Equipment Technology Co., Ltd., to implement the “nuclear power supporting equipment and "Environmental protection equipment production base project", the project construction investment is 320 million yuan, the working capital is 100 million yuan, of which the initial working capital is 30 million yuan, and the total project investment calculated based on the initial working capital is 350 million yuan. The super-raised funds used in this project are managed separately by a special account for raised funds set up by Jiangsu Shentong Energy Equipment Technology Co., Ltd.

Note 2: The company's 13th meeting of the second board of directors held on June 21, 2011 reviewed and approved the "Proposal on Using Part of the Over-raised Funds to Permanently Supplement Liquidity". The company used RMB 67.143 million over-raised funds for permanent use. Sexual supplement of liquidity.

As of February 29, 2012, the balance of the company's fund-raising project raised funds storage account is 51,144,639.23 yuan (excluding the company's use of over-raised funds of 300,000 yuan to invest in nuclear power supporting equipment and environmental protection equipment production base project funds), the specific deposit situation is as follows :

currency: RMB

Bank account

Bank Account

Account type

Store balance

Bank of Communications Qidong Branch

702006629018010030085

Special account for raised funds

11,144,639.23

Bank of Communications Qidong Branch

702006629608510003429

Time deposit

20,000,000.00

Bank of Communications Qidong Branch

702006629608500002976

Notice deposit

20,000,000.00

Total

 

 

51,144,639.23

 

4. Reasons for the savings in raised funds

The reasons for the company's fundraising projects to use the proceeds from the proceeds include:

1. The company’s net funds raised are 536,493,300 yuan, and the fund-raising project plans to use the raised funds of 169.35 million yuan, and the over-raised funds are 367,143 million yuan. As of February 29, 2012, the nuclear power valve production capacity expansion project raised funds in a special account balance The net interest income is 10,527,639.23 yuan;

2. With the maturity of my country's CNC machine tool technology and the intensification of competition in the mechanical equipment market, some equipment purchased by the nuclear power valve expansion project has dropped from the original budget price, thereby reducing the procurement cost;

3. During the construction of the nuclear power valve expansion project, the company strictly implemented the bidding procedures, insisted on shopping around, and comprehensively used the company's original equipment and facilities, and controlled and saved part of the construction costs based on the principle of strict economy.

5. The surplus raised funds will permanently supplement the working capital plan

With the increase in the company's nuclear power valve order delivery and the gradual release of nuclear power valve production capacity projects, the company's demand for working capital has gradually increased. In order to reduce the company's financial expenses, give full play to the efficiency of the use of raised funds, and improve economic benefits, The company will use the remaining amount of funds raised for the nuclear power valve expansion project (including the net interest income of the special account of the raised funds) to permanently supplement the working capital of 41,006,245.90 yuan for the company's production and operation. It can be reduced for the company every year according to the current one-year bank loan interest rate. The interest burden is about 2.69 million yuan.

6. Company Statement and Commitment

1. The company's statement: The company's initial public offering of stocks promised to raise investment projects has been completed, and the time for the funds to be raised has been more than one year, and the company has not made high-risk investments such as securities investment in the last twelve months;

2. This permanent replenishment of working capital will not affect the implementation of the company’s over-raised capital investment projects. The company’s board of directors promises not to conduct high-risk investments such as securities investment within 12 months after replenishing working capital.

Seven, implementation procedures and verification opinions

(1). Procedures to be performed

The amount of surplus funds raised by the company's fund-raising projects (including the net interest income from the special account of raised funds) was 41,006,245.90 yuan, accounting for 7.64% of the company's net raised funds of 536,493,000.00 yuan. According to the "Guidelines for the Standard Operation of Listed Companies on the SME Board of the Shenzhen Stock Exchange", "Memorandum of Information Disclosure on the SME Board No. 29: Use of Over-raised Funds and Permanent Supplement of Liquidity with Raised Funds" and the company’s "Measures for the Management of Funds Raised" According to relevant regulations, the permanent replenishment of liquidity with the surplus funds raised from the fund-raising project will be submitted to the first time in 2012 after the company’s board of directors has reviewed and approved it, and after the company’s board of supervisors, independent directors and sponsors have expressed clear consent. It can be implemented only after the approval of the extraordinary general meeting of shareholders.

(2), relevant verification opinions

1. Opinions of the Board of Supervisors

The 15th meeting of the second board of supervisors of the company deliberated and approved the "Proposal on Permanently Supplementing Working Capital with Surplus Funds Raised in Investment Projects". After careful deliberation, the supervisors at the meeting believed that the company plans to permanently supplement working capital with the surplus funds raised in investment projects. It meets the actual business needs of the company, helps improve the efficiency of the company’s use of raised funds, and is in the interests of all shareholders. The conditions and procedures for the company’s use of surplus raised funds conform to the "Guidelines for the Standardized Operation of Listed Companies on the Small and Medium-sized Enterprise Board of the Shenzhen Stock Exchange" and " SME Board Information Disclosure Business Memorandum No. 29: The use of over-raised funds and the permanent supplement of liquidity with raised funds" and the company’s "Measures for the Management of Raised Funds" and other relevant regulations. Therefore, the company's board of supervisors agreed that the company will permanently supplement the working capital of 41,006,245.90 yuan of surplus funds raised from the fundraising project.

2, independent directors’ opinions

The independent directors of the company considered the "Proposal on Permanently Supplementing Liquidity with the Surplus Funds Raised in Investment Projects" and believed that: the company will permanently supplement liquidity with the funds raised from the surplus investment projects, which is in line with the interests of all shareholders and the company's actual business needs, and is helpful In order to improve the efficiency of the company’s use of funds raised, the conditions and procedures for the company’s use of surplus funds are in line with the "Guidelines for the Standardized Operation of Listed Companies on the SME Board of the Shenzhen Stock Exchange" and "Memorandum of Information Disclosure on the SME Board No. 29: Use of excess funds Relevant regulations such as the Permanent Supplement of Liquidity with Raised Funds and the Company’s "Administrative Measures on Raised Funds" do not change the use of raised funds in disguised form, nor will it affect the implementation of the company’s over-raised capital investment projects. Therefore, we agree that the company will permanently supplement the working capital of 41,006,245.90 yuan from the surplus raised funds of the fund-raising project.

3. Sponsor's review opinions

The company’s sponsor Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities") issued the following opinions after verification:

(1) After verification, the main reasons for the capital savings in the Jiangsu Shentong fund-raising investment project-nuclear power valve expansion project are:

Jiangsu Shentong’s net capital raised is 536,493,300 yuan, the fund-raising project plans to use the raised funds of 169,355,000 yuan, the over-raised fund is 367,143,300 yuan, and the net interest income from the special account balance of funds raised for the nuclear power valve expansion project is 10,527,639.23 yuan;

With the maturity of my country's CNC machine tool technology and the intensification of competition in the mechanical equipment market, the price of some equipment purchased by the nuclear power valve expansion project is lower than the original budget, thereby reducing the purchase cost;

During the construction of the nuclear power valve expansion project, the company strictly implemented the bidding procedures, insisted on shopping around, and comprehensively utilized the company's original equipment and facilities, and controlled and saved part of the construction costs based on the principle of strict economy.

(2) Jiangsu Shentong will permanently supplement the working capital with the surplus funds raised, which has been reviewed and approved by the board of directors and the board of supervisors of Jiangsu Shentong, and independent directors have issued independent opinions, which are in line with the China Securities Regulatory Commission and the Shenzhen Stock Exchange regarding the use of funds raised by listed companies The regulations are conducive to maximizing the use efficiency of raised funds and reducing the company's financial expenses.

(3) This time, Jiangsu Shentong will permanently supplement the working capital with the surplus funds raised, which still needs to be approved by the company's shareholders meeting before it can be implemented.

In summary, Huatai United Securities believes that it is legal and feasible for Jiangsu Shentong to permanently supplement liquidity with surplus funds. Huatai United Securities agreed that the company will permanently supplement liquidity with the surplus funds raised.

8. Accessories list

1. Resolutions of the 21st meeting of the second board of directors;

2, the resolutions of the fifteenth meeting of the second board of supervisors;

3. "Assurance Report on the Special Description of the Use of Funds Raised in Fundraising Projects of Jiangsu Shentong Valve Co., Ltd." "Tianheng Special Word (2012) No. 00206" issued by Tianheng Certified Public Accountants;

4. Independent opinions of independent directors on matters related to the 21st meeting of the second board of directors;

5. Huatai United Securities Co., Ltd.'s recommendation on Jiangsu Shentong Valve Co., Ltd. to permanently supplement working capital with surplus funds.

Special announcement.

 

Jiangsu Shentong Valve Co., Ltd. Board of Directors

April 21, 2012

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