Securities code: 002723 securities abbreviation: Kennede Electronics Mfg.Co.Ltd(002723) announcement Code: 2022-023 Kennede Electronics Mfg.Co.Ltd(002723)
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.
Kennede Electronics Mfg.Co.Ltd(002723) (hereinafter referred to as ” Kennede Electronics Mfg.Co.Ltd(002723) ” or “the company”) held the 29th meeting of the 5th board of directors and the 24th Meeting of the 5th board of supervisors on February 16, 2022, deliberated and adopted the proposal on using part of the idle raised funds for cash management, and agreed that the company should use the idle raised funds of no more than 300 million yuan for cash management, The above quota can be recycled and used within 12 months from the date of deliberation and approval by the board of directors.
1、 Basic information of raised funds
According to the reply on approving Kennede Electronics Mfg.Co.Ltd(002723) non-public shares issued by China Securities Regulatory Commission (zjxk [2021] No. 828), the company issued a total of 48030176 RMB common shares (A shares) to specific investors in the form of non-public offering, with an issuance price of 11.93 yuan / share. The total amount of funds raised in this non-public offering is 572999999.68 yuan. After deducting the issuance related expenses of 14300405.84 yuan (excluding tax), the actual net amount of funds raised is 558699593.84 yuan. The above-mentioned raised funds have been received on December 1, 2021. The availability of the raised funds has been verified by zhongxinghua Certified Public Accountants (special general partnership), and the capital verification report zthyz (2021) No. 410016 was issued on December 2, 2021. The company has adopted a special account storage system for the raised funds.
2、 Use of funds raised this time
As of February 15, 2022, the company has used 207721300 yuan of funds raised by this non-public offering of shares (including issuance expenses), as follows:
Unit: 10000 yuan
The total investment amount of the project and the committed investment amount of the raised funds have been used
Health appliance industrialization project 32837.17 28000.00 0
Safety and intelligent engineering set 16071.02 14000.00 5500.00
Items to be purchased
Supplementary working capital 153,00.00 153,00.00 15272.13 (including issuance expenses)
Total 64208.19 57300.00 20772.13
As of February 15, 2022, the balance of the company’s raised funds account was 365.2787 million yuan (including bank deposit interest), plus 50 million yuan of raised funds that have not been returned from the temporary replenishment of working capital, the total raised funds was 415.2787 million yuan.
3、 Use the temporarily idle raised funds for cash management 12 months before the announcement date
1. Use of temporarily idle raised funds for cash management within 12 months before the announcement date
The total amount of the company’s idle funds that have not been used for financial management for 12 months is 0 million yuan, and the actual amount of the company’s idle funds that have not been used for financial management is 0 million yuan as of the date of the announcement.
2. Use of self owned idle funds for cash management within 12 months before the announcement date
As of the 12 months before the date of this announcement, the company has used its own funds for cash management, with a cumulative amount of 1 million yuan, an actual income of 17500 yuan, and a total of 1 million yuan of financial products that have not yet expired. The principal and income of financial products that have expired in the early stage have been recovered as scheduled.
4、 Basic information of cash management by using some idle raised funds this time
As the construction of the project invested by the above raised funds needs a certain period, according to the project implementation plan and progress, part of the raised funds will be temporarily idle for a certain period of time. In order to improve the use efficiency of funds and maintain and increase the value of assets, the company and its subsidiaries plan to use the temporarily idle raised funds for cash management to increase the company’s income on the premise of ensuring the normal progress of raised investment projects and the safety of raised funds. The financing of the raised funds will not affect the development of the main business of the company and its subsidiaries. The fund use arrangement of the company and its subsidiaries will strictly abide by relevant regulations and reasonably use the idle raised funds for cash management on the premise of ensuring the normal construction of the investment projects with raised funds. The details are as follows:
1. Types of cash management investment products
The company and its subsidiaries intend to invest in investment and financial products with high security, good liquidity, short-term (no more than 12 months) and low risk, or deposit in the form of time deposit, structured deposit, call deposit and other deposits. Investment products must meet the following conditions: (1) high safety and low risk; (2) Good liquidity shall not affect the normal operation of the investment plan of the raised funds. The trustee of the company’s investment products is banks, securities, insurance and other formal financial institutions, which are not related to the company.
2. Cash management limit
The maximum amount shall not exceed RMB 300 million. Within the validity period of the resolution, the above amount can be recycled and used.
3. Limited investment period
Within 12 months from the date of deliberation and approval by the board of directors; After the expiration of the validity period, the raised funds and relevant income will be returned to the special account for raised funds in time.
4. Implementation mode
After the cash management of some idle raised funds is reviewed and approved by the company’s board of directors, the board of directors authorizes the company’s management to exercise specific investment decision-making power and sign relevant legal documents within the limit and authorization period, including but not limited to: selecting the issuer of investment products, purchase amount, product variety, signing contracts, etc, The person in charge of finance of the company is responsible for organizing the implementation and the specific operation of the finance department.
The company’s use of some idle raised funds for cash management will strictly comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the management of raised funds of listed companies. The invested products shall not violate the relevant provisions, the investment products shall not be pledged, the special settlement account for products shall not deposit non raised funds or be used for other purposes, and the special settlement account for products shall not be opened or cancelled, We will perform the obligations of filing and information disclosure in accordance with the relevant requirements of Shenzhen Stock Exchange.
5、 Investment risk and risk control measures
1. Investment risk analysis
Although the company and its subsidiaries intend to use some idle raised funds to invest in investment products with high security, good liquidity and low risk, and the maximum term of a single product is no more than 12 months, including but not limited to intelligent call deposit, agreed deposit, time deposit, structured deposit and other products, and the investment products shall not be pledged and belong to low-risk investment products. However, the financial market is greatly affected by the macro-economy. The company and its subsidiaries will intervene appropriately according to the economic situation and the changes of the financial market, but the risk that the investment is affected by market fluctuations and the actual income is unpredictable cannot be ruled out.
2. Risk control measures
The products purchased by the company and its subsidiaries for cash management belong to the category of low-risk investment, but it is not excluded that the investment is affected by market fluctuations. For the possible income risk, the company and its subsidiaries propose the following measures:
1) The company and its subsidiaries use some idle raised funds for cash management. They are only allowed to trade with financial institutions with legal business qualifications, and can only buy investment products from banks. They are not allowed to trade with informal institutions. An investment product account must be established in the name of the company or its subsidiaries for trading, and no investment products shall be operated with the account of others. Investment products shall not be pledged. If a special settlement account for products is opened or cancelled, the company will timely report to Shenzhen stock exchange for filing and announcement.
2) The company and its subsidiaries will use the raised funds in strict accordance with the requirements of the measures for the management of raised funds, guide the specific business operation in combination with the actual situation of the company, and strengthen the professional knowledge training of relevant personnel to improve the professional quality of relevant personnel.
3) The financial department and internal auditors of the company and its subsidiaries will timely analyze and track the investment direction of investment products and project progress of cash management. If the evaluation finds that there are risk factors that may affect the safety of funds, they will take corresponding measures in time to control investment risks.
4) The internal auditors of the company and its subsidiaries are responsible for auditing and supervising the use and custody of funds in this cash management, and evaluating the possible risks.
5) 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) The company will perform the obligation of disclosure in a timely manner in accordance with the relevant provisions of Shenzhen Stock Exchange
6、 Impact on the daily operation of the company
The company and its subsidiaries use part of the idle raised funds for cash management on the premise of ensuring the fund demand of the raised funds for investment projects and the safety of the raised funds. There is no situation of changing the purpose of the raised funds in a disguised manner, which will not affect the construction of the raised funds for investment projects and the normal use of the raised funds, Nor will it adversely affect the company’s production and operation activities. The company conducts timely cash management on some idle raised funds, which is conducive to improving the use efficiency of raised funds and obtaining more returns for the company and shareholders.
7、 The review procedures and relevant opinions of using idle funds of the Department for cash management this time
(I) deliberations at the board meeting
The company held the 29th meeting of the 5th board of directors on February 16, 2022, and deliberated and passed the proposal on using some idle raised funds for cash management. According to the actual implementation progress of the raised investment project, the company and its subsidiaries, in order to improve the efficiency of fund use, It is proposed to use some idle raised funds of no more than 300 million yuan for cash management without affecting the normal operation of the investment projects with raised funds. Within the above limit, it can be recycled and used for a period of 12 months from the date of approval by the board of directors. This time, some idle funds were used for cash management, and the purpose of the raised funds was not changed in a disguised manner, which did not affect the normal progress of the investment projects of the raised funds.
(II) deliberation at the meeting of the board of supervisors
The company held the 24th Meeting of the 5th board of supervisors on February 16, 2022, which deliberated and passed the proposal on using some idle raised funds for cash management. After review, the board of supervisors held that the company’s use of idle raised funds of no more than RMB 300 million for cash management this time is conducive to improving the efficiency of the company’s use of raised funds, It will not adversely affect the operation of the company, affect the normal development of the investment projects of the raised funds, and there is no situation of changing the purpose of the raised funds in a disguised form and damaging the interests of the shareholders of the company. The deliberation and decision-making procedures of the board of directors comply with the provisions of laws, regulations and normative documents, and agree that the company will use some idle raised funds for cash management this time.
(III) opinions of independent directors
After review, the independent directors believe that the company and its subsidiaries intend to use part of the idle raised funds for cash management on the premise of ensuring the funds required by the company and its subsidiaries’ raised investment projects and ensuring the safety of the raised funds, which can maximize the preservation and appreciation of funds, improve the overall performance of the company, and maximize the interests of the company and shareholders, Comply with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and other relevant laws and regulations, as well as the relevant provisions of the company’s measures for the management of raised funds. The above-mentioned acts of the company and its subsidiaries will not affect the normal development of the investment projects with raised funds and the daily operation of the company and its subsidiaries, and there is no situation of changing the purpose of the raised funds in a disguised form or damaging the interests of shareholders. We agree that the company uses some idle raised funds for cash management.
(IV) verification opinions of the recommendation institution
The sponsor believes that the company and its subsidiaries intend to use some idle raised funds for cash management this time, which meets the requirements of the normative documents on the use of raised funds. The relevant proposals have been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their clear consent; The company and its subsidiaries intend to use part of the idle raised funds for cash management, which is conducive to improving the efficiency of fund use and obtaining certain investment benefits. There is no situation of changing the use purpose of the raised funds in a disguised manner and does not affect the normal progress of the investment plan of the raised funds. In conclusion, the recommendation institution has no objection to the cash management of the company and its subsidiaries using some idle raised funds this time.
8、 Documents for future reference
1. Resolution of the 29th meeting of the 5th board of directors;
2. Resolution of the 24th Meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on the 29th meeting of the Fifth Board of directors;
4. Verification opinions of Guotai Junan Securities Co.Ltd(601211) on Kennede Electronics Mfg.Co.Ltd(002723) using some idle raised funds for cash management
It is hereby announced.
Kennede Electronics Mfg.Co.Ltd(002723) board of directors February 17, 2022
