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Jiangsu Shentong: Announcement on Adjusting the Completion Time of Super-funded Investment Projects

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  • Time of issue:2012-04-21 14:01
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(Summary description)Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "Company") held the 21st meeting of the second board of directors on April 19, 2012.

Jiangsu Shentong: Announcement on Adjusting the Completion Time of Super-funded Investment Projects

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

  • Categories:Announcement
  • Author:
  • Origin:
  • Time of issue:2012-04-21 14:01
  • Views:
Information
Stock code: 002438 Stock abbreviation: Jiangsu Shentong Announcement Number: 2012-015
 
Jiangsu Shentong Valve Co., Ltd.
 
Announcement on adjusting the completion time of over-raised funds investment 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") held the 21st meeting of the second board of directors on April 19, 2012. The meeting reviewed and passed the "Proposal on Adjusting the Time for Completion of Over-raised Investment Projects" In view of the late acquisition of the project construction land for the super-funded investment project "Nuclear Power Equipment and Environmental Protection Equipment Production Base" implemented by Jiangsu Shentong Energy Equipment Technology Co., Ltd. (hereinafter referred to as "Energy Equipment Company"), the project construction progress was affected, After careful study and decision by the company's board of directors, the completion of the project was extended to March 2014. The relevant situation is announced as follows:

1. Basic situation of raised funds

Approved by the China Securities Regulatory Commission on "Approval of the Approval of Jiangsu Shentong Valve Co., Ltd.’s Initial Public Offering of Stocks" (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 to public investors, the issuance of 26 million RMB ordinary shares (A shares) with a par value of RMB 1.00 per share and an issue price of RMB 22.00 per share. A total of RMB was raised. RMB 572,000,000.00, after deducting RMB 35,507,000.00 of issuance costs, the actual net proceeds raised is RMB 536,493,000.00. 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. Use plan of raised funds

1. According to the company's "Initial Public Offering of Shares Prospectus" (hereinafter referred to as the "Prospectus") promised to raise funds investment plan-nuclear power valve production capacity expansion project planned total investment of 229.49 million yuan, of which 169.35 million yuan was used;

2. The ninth meeting of the second board of directors of the company held on March 15, 2011 and the first extraordinary general meeting of 2011 held on April 1, 2011 reviewed and approved the "Regarding the use of part of the over-raised funds to establish a wholly-owned Subsidiary and the implementation of nuclear power supporting equipment and environmental protection equipment production base project", decided to invest 300 million yuan of the over-raised funds to establish a wholly-owned subsidiary Jiangsu Shentong Energy Equipment Technology Co., Ltd. (hereinafter referred to as "Energy Equipment Company"), For the implementation of the "Nuclear Power Equipment and Environmental Protection Equipment Production Base Project", the project construction investment is 320 million yuan, working capital is 100 million yuan, of which 30 million yuan is the initial working capital, and the total project investment calculated based on the initial working capital is 350 million yuan . The super-raised funds used in the project are managed separately by Jiangsu Shentong Energy Equipment Technology Co., Ltd. to establish a special account for raised funds;

3. The 13th meeting of the second board of directors of the company held on June 21, 2011 reviewed and approved the "Proposal on Permanently Supplementing Liquidity with Part of Over-raised Funds". The company used RMB 67.143 million over-raised funds permanently Supplement working capital. After the super-raised funds permanently supplement the working capital, all the funds raised by the company have plans to use them.

III. Investment progress of raised funds investment projects

The fund-raising project promised in the company's "Prospectus"—the nuclear power valve expansion project has been completed and put into production as planned. The actual investment of the fund-raising project is 138,871,393.33 yuan, accounting for 82.00% of the committed investment amount. The project construction uses the special account of raised funds to save money The situation has been verified by Tianheng Certified Public Accountants Co., Ltd., and it has issued "Tianheng Special Word (2012) No. 00206" "Special Explanation Report on the Use of Funds Raised in Fundraising Projects of Jiangsu Shentong Valve Co., Ltd.". In order to reduce the company's financial costs, give full play to the efficiency of the use of raised funds, and improve economic benefits, the company plans to use the remaining amount of raised funds (including net interest income from the special account of raised funds) for the nuclear power valve expansion project to permanently supplement the working capital of 41,006,245.90 yuan.

According to the relevant resolutions of the ninth meeting of the second board of directors of the company, the company 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 energy equipment company completed the industrial and commercial registration in June 2011, and signed the "Tripartite Supervision Agreement on Raised Funds" with Bank of Communications Co., Ltd. Nantong Qidong Sub-branch and the sponsoring structure, and opened a "fundraising account" to conduct fundraising. Special account management. According to the "Annual Storage and Utilization of Funds Raised by Jiangsu Shentong Valve Co., Ltd." "Tianheng Special Word (2012) No. 00079" issued by Tianheng Certified Public Accountants, as of the end of 2011, energy equipment company "nuclear power supporting equipment and environmental protection The cumulative investment in the “equipment production base” project is RMB 20,558,900, and the investment progress is 6.85%.

As of the end of March 2012, the energy equipment company’s "Nuclear Power Equipment and Environmental Protection Equipment Production Base" project invested a total of 23,282,700 yuan in the first quarter of 2012. The project has invested a total of 43,841,600 yuan in raised funds, and the investment progress is 14.61%.

IV. Explanation of the adjustment of the completion time of over-raised funds investment projects

According to the company's "Nuclear Power Equipment and Environmental Protection Equipment Production Base Project Feasibility Study Report" disclosed by the energy equipment company on the Juchao Information Network (www.cninfo.com.cn) on March 17, 2011, "Nuclear Power Equipment and Environmental Protection Equipment The construction period of the "production base" project is two years, and the investment plan is from April 2011 to the end of March 2013.

After the company determined the over-raised capital investment plan, the Qidong Municipal Party Committee and Municipal Government attached great importance to and strongly supported the project construction. Under the situation that Qidong City’s construction land indicators were very tight, it actively coordinated the efforts of land and resources departments at all levels to carry out their work. After a year of intense preparations, until February 2012, the Energy Equipment Company won the land use right of construction land (see the company's "Announcement on the acquisition of land use rights by wholly-owned subsidiaries", No. 2012-004), and signed The procedures for land transfer contracts and land use right certificates will be basically completed in the near future.

The energy equipment company spent nearly a year to implement the project construction land, so the project implementation progress has been lagging behind. According to the “Guidelines for the Standard Operation of Listed Companies on the Small and Medium-sized Enterprise Board of the Shenzhen Stock Exchange” and the company’s “Procedures for the Management of Raised Funds”, the company adjusted the completion time of over-raised capital investment projects based on actual conditions. The completion time of the project construction will be from the end of March 2013. Extended to the end of March 2014.

5. Adjusting the risks of the completion time of over-raised capital investment projects and their impact on the company

1. This adjustment of the company only extended the completion time of the over-raised capital investment project, did not change the investment direction of the project, and would not have a substantial impact on the company’s implementation of the above-mentioned projects. The risks faced by the aforementioned projects to be adjusted are the same as those indicated in the relevant announcements disclosed by the company;

2. The adjustment of the completion time of over-raised capital investment projects is based on the principle of prudent investment. The use of raised funds is in line with the actual situation of the company, is conducive to protecting the interests of the company and shareholders, and conforms to the requirements of the company's long-term development;

3. In the subsequent implementation process of the above-mentioned projects, the company will strengthen management, ensure the quality of the project, accelerate the progress of project implementation, and take all necessary measures to promote the implementation of the project and meet market demand.

VI. Review procedures and related verification opinions

1, Board of Directors’ deliberation

The 21st meeting of the company's second board of directors reviewed and approved the "Proposal on Adjusting the Time for Completion of Over-raised Funds Investment Projects", and the board of directors agreed to extend the completion time for this adjustment of over-raised funds investment projects to the end of March 2014.

2. Opinions of the Board of Supervisors

After review, the Board of Supervisors believes that: the company’s adjustment of the completion time of the over-raised funds investment project is in line with the actual construction of the energy equipment company’s project construction, is conducive to the orderly progress of the project construction, and is in the interests of all shareholders. The approval and decision-making procedures are in line with the China Securities Regulatory Commission and Shenzhen Securities According to the relevant provisions of the exchange, the board of supervisors agreed to adjust the completion time of the over-raised capital investment project and extend it to the end of March 2014.

3. Opinions of independent directors

The independent directors of the company issued the following independent opinions after careful review:

The company’s adjustment of the completion time of over-raised capital investment projects is in line with the actual investment progress of the company’s over-raised investment projects, is conducive to ensuring the construction quality of the project, and making more effective use of raised funds is in the interests of all shareholders. The approval and decision-making procedures are in line with China According to the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, we agreed to adjust the completion time of the over-raised fund investment project and extend it to the end of March 2014.

Seven, reference documents

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

 

Jiangsu Shentong Valve Co., Ltd. Board of Directors

April 21, 2012

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