Securities code: 301217 securities abbreviation: Tongguan copper foil Announcement No.: 2022-006 Anhui Tongguan copper foil Group Co., Ltd
Announcement on using some idle raised funds for cash management
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.
Anhui Tongguan copper foil Group Co., Ltd. (hereinafter referred to as "the company") held the 12th meeting of the first board of directors and the 6th meeting of the first board of supervisors on February 14, 2022, deliberated and adopted the proposal on using some idle raised funds for cash management, It is agreed that on the premise of ensuring the normal construction and capital safety of the company's investment projects with raised funds, some idle raised funds (including over raised funds) with a quota of no more than RMB 1.8 billion shall be used for cash management for the purchase of short-term investment and wealth management products with high safety, good liquidity and a term of no more than 12 months. The service life is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above quota and period, the funds can be recycled and used on a rolling basis. The details are hereby announced as follows:
1、 Basic information of raised funds
With the approval of registration of initial public offering of Anhui Tongguan copper foil Group Co., Ltd. (zjxk [2021] No. 3834) issued by China Securities Regulatory Commission, the company issued 207253886 ordinary shares (A shares) in RMB for the first time, with a par value of 1 yuan per share and an issue price of 17.27 yuan per share, The total amount of funds raised is 3579.2746 million yuan, and the actual net amount of funds raised after deducting various issuance expenses (excluding tax) is 3430.1247 million yuan.
The above raised funds have been verified in the capital verification report (Rongcheng Yan Zi [2022] No. 230z0038) issued by Rongcheng Certified Public Accountants (special general partnership) on January 24, 2022.
The company has deposited the raised funds in the special account opened by the company for this issuance. The company and the sponsor Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) ") have signed the tripartite supervision agreement on raised funds with Agricultural Bank Of China Limited(601288) Chizhou branch and Bank Of China Limited(601988) Chizhou branch respectively; The company and its wholly-owned subsidiary Tongling Nonferrous Metals Group Co.Ltd(000630) Tongguan copper foil Co., Ltd., Guotai Junan Securities Co.Ltd(601211) and China Construction Bank Corporation(601939) Tongling Chengzhong sub branch signed the four party supervision agreement on raised funds; The company and its wholly-owned subsidiary Hefei Tongguan electronic copper foil Co., Ltd., Guotai Junan Securities Co.Ltd(601211) and China Minsheng Banking Corp.Ltd(600016) Hefei Branch signed the four party supervision agreement on raised funds.
2、 Investment projects with raised funds
According to the company's prospectus for initial public offering and listing on GEM, the funds raised from the company's initial public offering of RMB common shares (A shares) will be invested in the following items after deducting the issuance expenses: unit: 10000 yuan
No. project name total investment of the project and investment amount of raised funds
1 Tongling Nonferrous Metals Group Co.Ltd(000630) Copper Crown copper foil with an annual output of 20000 tons high-precision storage 82060.44 81338.53 ultra thin electronic copper foil project (phase II)
2 high performance electronic copper foil technology center project 10028.20 8388.01
3. Supplementary working capital 30000.00
Total 122088.64 119726.54
Note: the part of the net funds raised this time that exceeds the amount required for the investment of the above projects is the over raised funds.
3、 Basic information of cash management using some idle raised funds this time
(I) purpose of cash management
In order to improve the use efficiency of raised funds, the company (including wholly-owned subsidiaries) plans to use some idle raised funds (including over raised funds) for cash management to purchase short-term investment and wealth management products with high safety, good liquidity and a term of no more than 12 months on the premise of ensuring that the construction of investment projects with raised funds and the daily operation of the company will not be affected, In order to better maintain and increase the value of the company's funds and protect the interests of the company's shareholders.
(II) cash management limit and term
The company (including wholly-owned subsidiaries) will use some idle raised funds (including over raised funds) with a limit of no more than RMB 1.8 billion for cash management, and the service life is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and period, the funds can be used in a circular and rolling manner, and the idle raised funds (including over raised funds) will be returned to the special account for raised funds in time after the expiration of management.
(III) investment varieties
The company will strictly control risks and strictly evaluate financial products according to relevant regulations. The investment products are limited to short-term investment financial products with high security, good liquidity and a term of no more than 12 months (including but not limited to principal guaranteed financial products, structured deposits or time deposits). The investment products are not used for pledge, The special product settlement account shall not deposit non raised funds or be used for other purposes, and shall not involve the risk investment behaviors such as stocks and their derivatives, fund investment, futures investment and so on as specified in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of Companies listed on GEM.
(IV) implementation mode
After the above matters have been deliberated and approved by the board of directors of the company, they can be implemented only after being submitted to the general meeting of shareholders of the company for deliberation and approval. After the approval of the general meeting of shareholders, the management of the company is authorized to sign relevant contract documents within the above limit, and the financial department of the company is responsible for organizing the implementation. The authorization shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
(V) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with the relevant requirements of 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 GEM stocks of Shenzhen Stock Exchange, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies.
4、 Investment risk and risk control measures of cash management
(I) investment risk
1. Although the investment products to be selected by the company belong to medium and low-risk investment varieties, the financial market is greatly affected by the macro-economy.
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations.
3. Operation and monitoring risks of relevant staff.
(II) risk control measures
1. After the deliberation and approval of the general meeting of shareholders, the management and financial department of the company will continue to track the investment direction and project progress of bank financial products. Once adverse factors are found or judged, corresponding preservation measures will be taken in time to control investment risks.
2. The Audit Department of the company is responsible for auditing and supervising the use and custody of funds of financial products, conducting regular comprehensive inspection on all financial products, and reasonably predicting the possible gains and losses of various investments according to the principle of prudence.
3. 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.
5、 Impact on the company
The company's use of some idle raised funds (including over raised funds) for cash management is carried out on the premise of ensuring the safety of the funds required by the company's raised investment projects and the principal of the raised funds, without affecting the company's daily capital turnover, the normal operation of investment projects, changing the purpose of the raised funds in a disguised manner, and improving the efficiency of fund use, Obtain a certain return on investment and obtain more return on investment for the company and shareholders. 6、 Review procedures and relevant opinions for implementation
(I) deliberations of the board of directors
The 12th meeting of the first board of directors of the company deliberated and approved the proposal on the use of some idle raised funds for cash management, and agreed that the company should use some idle raised funds (including over raised funds) with an amount of no more than RMB 1.8 billion for cash management. The validity period of cash management is valid within 12 months after the deliberation and approval of the general meeting of shareholders. Within the above amount and period, Funds can be recycled and used on a rolling basis. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) opinions of the board of supervisors
After deliberation, the board of supervisors held that the decision-making procedure of the company for cash management by using some idle raised funds (including over raised funds) this time complies with relevant regulations. On the premise of ensuring that the construction of investment projects with raised funds and the daily operation of the company will not be affected, the company will use idle raised funds (including over raised funds) with an amount of no more than RMB 1.8 billion for cash management, It is conducive to improving the efficiency of the use of the company's funds, and there is no situation of changing the investment direction of the raised funds in disguise or damaging the interests of the company and shareholders. The review procedure is legal and compliant. All supervisors unanimously agreed that the company would use some idle raised funds (including over raised funds) for cash management, and agreed to submit the above matters to the first extraordinary general meeting of shareholders in 2022 for deliberation.
(III) opinions of independent directors
The independent directors of the company believe that on the premise of ensuring the safety of funds, the company uses some idle raised funds and the interests of all shareholders, Comply with relevant provisions 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 GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, etc, There is no change or disguised change in the purpose of the raised funds and damage to the interests of shareholders, which will not affect the normal progress of the investment project of the raised funds. Therefore, all independent directors unanimously agree that the company uses some idle raised funds (including over raised funds) for cash management, and agree to submit the matter to the general meeting of shareholders for deliberation.
(IV) verification opinions of the recommendation institution
After verification, Guotai Junan Securities Co.Ltd(601211) believes that the company's use of some idle raised funds (including over raised funds) for cash management has been deliberated and approved at the 12th meeting of the first board of directors and the 6th meeting of the first board of supervisors. The independent directors have expressed their independent opinions with explicit consent and fulfilled the necessary procedures, which need to be submitted to the general meeting of shareholders for deliberation, Relevant matters comply with relevant provisions 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 GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of Companies listed on GEM, etc, There is no change or disguised change in the purpose of the raised funds and damage to the interests of shareholders, which will not affect the normal progress of the investment project of the raised funds. In conclusion, Guotai Junan Securities Co.Ltd(601211) has no objection to the company's cash management using idle raised funds (including over raised funds).
7、 Documents for future reference
1. Resolutions of the 12th meeting of the first board of directors;
2. Resolutions of the sixth meeting of the first board of supervisors;
3. Independent opinions of independent directors on matters related to the 12th meeting of the first board of directors;
4. Guotai Junan Securities Co.Ltd(601211) verification opinions on Anhui Tongguan copper foil Group Co., Ltd. using some idle raised funds for cash management.
It is hereby announced.
Board of directors of Anhui Tongguan copper foil Group Co., Ltd. February 14, 2022
