Securities code: 688100 securities abbreviation: Willfar Information Technology Co.Ltd(688100) Announcement No.: 2022-006 Willfar Information Technology Co.Ltd(688100)
Announcement on the use of some temporarily idle raised funds for cash management
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Willfar Information Technology Co.Ltd(688100) (hereinafter referred to as "the company") held the 11th meeting of the second board of directors on February 10, 2022, deliberated and adopted the proposal on using part of the temporarily idle raised funds for cash management, and the proposal on using part of the temporarily idle raised funds for cash management was deliberated and adopted at the 10th meeting of the second board of supervisors held on the same day, It is agreed that the company's temporarily idle raised funds with a limit of no more than RMB 300 million (including this amount) shall be used for cash management under the condition of ensuring that the progress of the investment project of the raised funds, the normal production and operation of the company and the safety of funds are not affected, and shall be used to invest in capital guaranteed products such as structural deposits with high safety and good liquidity, large certificates of deposit and so on, Within the above limits, the funds can be used on a rolling basis, and the use period is valid within 12 months from the expiration date of the authorization period at the fifth meeting of the second board of directors (February 24, 2022). The board of directors and the fund management department shall be responsible for the execution of relevant legal decisions. This matter is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for approval. The independent directors have expressed their independent opinions with explicit consent, and the recommendation institution China International Capital Corporation Limited(601995) has issued clear verification opinions on this matter.
1、 Basic information of the raised funds
Approved by the reply on Approving the registration of Willfar Information Technology Co.Ltd(688100) initial public offering of shares (zjxk [2019] No. 2921) of China Securities Regulatory Commission, the company is approved to publicly issue 50000000 ordinary shares with a par value of 1 yuan, the issue price is 13.78 yuan / share, the total amount of raised funds is 689000000.00 yuan, and after deducting the issuance cost of 78166110.81 yuan (excluding value-added tax), The net amount of actually raised funds is 610833889.19 yuan. All the above funds have been in place and verified by Tianjian Certified Public Accountants (special general partnership) and issued the capital verification report (tjy [2020] No. 2-5). The company has stored the raised funds in a special account and signed the tripartite supervision agreement on the storage of raised funds in a special account with the sponsor and the bank storing the raised funds. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 20, 2020 Announcement on the listing of Willfar Information Technology Co.Ltd(688100) initial public offering of shares on the science and innovation board.
2、 Use of raised funds
According to the disclosure in the prospectus of Willfar Information Technology Co.Ltd(688100) initial public offering and listing on the science and innovation board, the investment projects raised by the company's initial public offering and the use plan of the raised funds are as follows:
Unit: 10000 yuan
No. the total investment of the project invested by the raised funds is planned to use the raised funds
forehead
1. Production expansion and technical transformation project of monitoring equipment in the perception layer of the Internet of things 6029.20 6029.20
2. Expansion and technical transformation of fluid sensing equipment in the sensing layer of the Internet of things 6294.01 6294.01
3 Internet of things network layer product expansion and technical transformation project 20487.31 20487.31
4 Internet of things integrated R & D center project 14695.13 14695.13
5. Supplementary working capital project 13000.00 13000.00
Total 60505.65
As the construction of investment projects with raised funds needs a certain period, according to the use plan of the company's raised funds, some of the company's raised funds are temporarily idle.
On December 22, 2021, the 10th meeting of the second board of directors and the 9th meeting of the second board of supervisors deliberated and approved the proposal on adjusting the internal investment structure of raised investment projects, the extension of raised investment projects, the implementation subject and location of new raised investment projects, and agreed to adjust the internal investment structure of raised investment projects and extend each raised investment project, Zhuhai Zhonghui, a wholly-owned subsidiary, is added as the implementation subject of the raised investment project "Internet of things comprehensive R & D center project". The corresponding new implementation location is No. 19, Keji 6th Road, science and Technology Innovation Coast, Zhuhai national high tech Zone, and the raised funds are used to increase the capital of Zhuhai Zhonghui by 50 million yuan to implement the raised investment project. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on December 24, 2021 Announcement of Willfar Information Technology Co.Ltd(688100) on adjusting the internal investment structure of raised investment projects, delaying raised investment projects, adding the implementation subject and place of raised investment projects (Announcement No.: 2021-051).
As of June 30, 2021, the company's investment projects and use of raised funds are detailed in the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on July 30, 2021 Special report on the deposit and use of raised funds in the half year of Willfar Information Technology Co.Ltd(688100) 2021 (Announcement No.: 2021-038).
3、 Basic information of cash management using some temporarily idle raised funds this time
In view of the expiration of the authorization period of using part of the temporarily idle raised funds for cash management considered and approved by the board of directors and the board of supervisors on January 28, 2021, the board of directors and the board of supervisors considered and approved the company to continue to use part of the temporarily idle raised funds for cash management. The details are as follows:
(I) investment purpose
On the premise of ensuring that the construction and use arrangements of the investment projects with raised funds are not affected and the risks of raised funds are effectively controlled, in order to improve the use efficiency of raised funds, make rational use of some temporarily idle raised funds for cash management, which is conducive to reducing the company's financial expenses, increasing the company's cash asset income and obtaining more returns for the company and shareholders.
(II) investment quota and term
The company plans to use the temporarily idle raised funds with a total amount of no more than 300 million yuan (including this amount) for cash management for a maximum period of no more than 12 months. Within the above-mentioned period and amount, the funds can be recycled and used.
(III) investment varieties
The company will strictly comply with the requirements of the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and will only invest in capital guaranteed products such as structural deposits and certificates of deposit with high safety and good liquidity, In addition, the cash management products shall not be used for pledge or investment for the purpose of securities investment.
(IV) validity of the resolution
It is valid for 12 months from the expiration date of the authorization period of the fifth meeting of the second board of directors (February 24, 2022).
(V) implementation mode
Within the limit and investment period, the board of directors authorizes the management of the company to exercise the decision-making power of cash management investment and sign relevant contract documents. The specific matters shall be organized and implemented by the fund management department of the company.
(VI) information disclosure
The company will comply with the provisions and requirements of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of Shanghai Stock Exchange's Kechuang board, and the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange's Kechuang board No. 1 - standardized operation, Timely disclose the specific situation of the company's cash management.
(VII) distribution of cash management income
The income obtained by the company from using the temporarily idle raised funds for cash management belongs to the company, which will be used to make up the insufficient investment amount of the raised investment projects and the working capital required by the company's daily operation, and will be managed and used in strict accordance with the requirements of the China Securities Regulatory Commission and Shanghai Stock Exchange on the regulatory measures for raised funds, After the cash management expires, it will be returned to the special account for raised funds.
4、 Impact on the daily operation of the company
The company's use of temporarily idle raised funds for cash management is carried out on the premise of ensuring that it will not affect the implementation of the company's investment plan of raised funds and effectively control investment risks. It will not affect the development and construction process of investment projects with raised funds, nor affect the normal development of the company's main business, which is in line with the interests of the company and all shareholders. At the same time, reasonable cash management of temporarily idle raised funds can improve the use efficiency of raised funds, increase the company's income and seek more return on investment for the company and shareholders.
5、 Investment risk and risk control measures
(I) investment risk
Although the company plans to invest in principal guaranteed products such as structured deposits and certificates of deposit with high safety and liquidity, it does not rule out that the investment income is affected by market fluctuations and there are certain systemic risks. (II) safety and risk control measures
This cash management method includes capital guaranteed products such as structural deposits with high investment security and good liquidity, large certificates of deposit, which are mainly affected by changes in macroeconomic policies such as monetary policy, fiscal policy and relevant laws, regulations and policies. The company will conduct cash management according to the economic situation and changes in the financial market, strictly screen the partners, and select the products with good liquidity and high security issued by banks and other financial institutions with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability.
The board of directors of the company authorizes the management to exercise this decision-making power and sign relevant legal documents. The internal fund management department establishes an account to manage the purchased products, establish and improve the accounting accounts, and do a good job in the accounting of the use of funds; The Audit Department of the company is responsible for auditing and supervising the use and custody of cash management; Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
6、 Opinions issued by independent directors, board of supervisors and recommendation institutions
(I) opinions of independent directors
The company plans to use the temporarily idle raised funds with a limit of no more than 300 million yuan (including this amount) for cash management, and within the above limit, the funds can be used on a rolling basis. The decision-making procedures for the above matters comply with the relevant provisions of laws and regulations such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, as well as the management system of raised funds of the company. The company's use of temporarily idle raised funds for cash management does not conflict with the contents of the investment projects of raised funds, affect the normal implementation of the investment projects of raised funds, change the purpose of raised funds in a disguised manner, affect the normal development of the company's main business, or damage the interests of the company and all shareholders, especially small and medium-sized shareholders, It meets the needs of the company's development interests and helps to improve the efficiency of the company's fund use.
To sum up, we agree that the company can use the temporarily idle raised funds with a limit of no more than RMB 300 million (including this amount) for cash management. Within the above limit, the funds can be used on a rolling basis, and the service life is valid within 12 months from the expiration date of the authorization period at the fifth meeting of the second board of directors (February 24, 2022). (II) opinions of the board of supervisors
This time, it is proposed to use the temporarily idle raised funds with an amount not exceeding RMB 300 million (including this amount) for cash management, and carry out cash management under the condition of ensuring liquidity and safety and not affecting the normal development of the company's raised funds into the project. The company uses the temporarily idle raised funds for cash management, which can improve the use efficiency of the raised funds, obtain certain investment income and seek more investment returns for the company's shareholders. The board of supervisors agrees that the company will use the temporarily idle raised funds with a limit of no more than 300 million yuan (including this amount) for cash management, and within the above limit, the funds can be used on a rolling basis for a period of 12 months from the expiration date of the authorization period at the fifth meeting of the second board of directors (February 24, 2022).
(III) verification opinions of the recommendation institution
The sponsor believes that the company's use of idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, comply with relevant laws and regulations and perform necessary legal procedures. The company's use of idle raised funds for cash management this time complies with relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange science and Innovation Board (revised in December 2020), the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) The normative documents and the company's fund-raising management system and other relevant provisions do not change the use purpose of the raised funds in a disguised form, which will not affect the normal implementation of the company's fund-raising investment plan; On the premise of ensuring the normal operation and capital demand of the company and not affecting the normal implementation of the investment projects with raised funds, the company can improve the efficiency of capital use and obtain certain investment income through cash management, which is in line with the interests of the company and all shareholders.
To sum up, the recommendation institution has no objection to Willfar Information Technology Co.Ltd(688100) the use of some temporarily idle raised funds for cash management.
7、 Online announcement attachment
1. Independent opinions of independent directors on matters related to the 11th meeting of the second board of directors;
2. China International Capital Corporation Limited(601995) on Willfar Information Technology Co.Ltd(688100) using some temporarily idle raised funds for cash management
