Securities code: 002976 securities abbreviation: Ruima precision Announcement No.: 2022-008 Suzhou Cheersson Precision Metal Forming Co.Ltd(002976)
On the return of idle raised funds from the previous temporary replenishment of working capital
Announcement on temporarily replenishing working capital with idle raised funds
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. Important content tips:
As of February 15, 2022, Suzhou Cheersson Precision Metal Forming Co.Ltd(002976) (hereinafter referred to as “the company”) has returned all the raised funds of 150 million yuan previously used to temporarily supplement working capital to the special account for raised funds;
In order to improve the use efficiency of raised funds and reduce financial costs, on February 16, 2022, the company held the 13th meeting of the second board of directors and the 9th meeting of the second board of supervisors, deliberated and adopted the proposal on using idle raised funds to temporarily supplement working capital, and agreed that the company, under the condition of ensuring that the construction progress of investment projects with raised funds is not affected, The idle raised funds of no more than RMB 180 million shall be used to supplement the working capital temporarily, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors. The company promises to return the raised funds to the special account for raised funds in time upon expiration, and will return the supplemented raised funds to the special account for raised funds in time according to the progress and demand of the investment project of raised funds at any time.
1、 Basic information of raised funds
Approved by the reply on approving Suzhou Cheersson Precision Metal Forming Co.Ltd(002976) initial public offering of shares (zjxk [2019] No. 2550) of China Securities Regulatory Commission and approved by the notice on the listing of Suzhou Cheersson Precision Metal Forming Co.Ltd(002976) RMB common shares (SZS [2020] No. 136) of Shenzhen Stock Exchange, the company publicly issues no more than 25 million RMB common shares to the public. The company actually issued 25 million RMB ordinary shares at an issue price of 19.01 yuan per share, and the total amount of funds raised was 475.25 million yuan. After deducting the total issuance expenses (including recommendation fees, underwriting fees, audit and verification fees, lawyer fees, information disclosure fees, issuance handling fees, etc.) of 40983345.90 yuan (excluding value-added tax), The net amount of funds actually raised is RMB 434266654.10. The above-mentioned raised funds were deposited into the capital account of the company on March 3, 2020, verified by Rongcheng Certified Public Accountants (special general partnership) and issued the capital verification report (Rongcheng Yan Zi [2020] No. 230z0017). The company has stored the raised funds in a special account and signed the tripartite supervision agreement on raised funds with the recommendation institution Chinalin Securities Co.Ltd(002945) (hereinafter referred to as ” Chinalin Securities Co.Ltd(002945) “) and the deposit bank of raised funds.
2、 Use of raised funds
(I) construction progress of raised investment projects
As of January 31, 2022, the construction progress of the company’s fund-raising projects is as follows:
Unit: 10000 yuan
Project name total investment raised funds proportion of investment amount completed during the construction period
Automobile, communication and other precision metal parts construction projects 41504.60 38945.88 24 months 10735.21 27.56%
R & D technology center construction project 4480.79 4480.79 12 months 4132.38 92.22%
Total 45985.39 43426.67 – 14867.6 34.24%
(II) return of idle raised funds used for temporary replenishment of working capital
On March 25, 2021, the fifth meeting of the second board of directors and the third meeting of the second board of supervisors deliberated and approved the proposal on using idle raised funds to temporarily supplement working capital, and agreed that the company should use idle raised funds of no more than 150 million yuan to temporarily supplement working capital, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors. The independent directors of the company gave explicit consent to the proposal, and the recommendation institution Chinalin Securities Co.Ltd(002945) issued the verification opinions on Suzhou Cheersson Precision Metal Forming Co.Ltd(002976) using idle raised funds to temporarily supplement working capital. For details, please refer to cninfo (www.cn. Info. Com. CN.) on March 25, 2021 Announcement on the return of idle raised funds for the previous temporary replenishment of working capital and the use of idle raised funds to temporarily replenish working capital. As of February 15, 2022, the company has returned all the above-mentioned raised funds used to temporarily supplement working capital to the special account for raised funds, and notified the recommendation institution and recommendation representative of the return.
(III) using the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance
On April 1, 2020, the 16th meeting of the first board of directors and the 12th meeting of the first board of supervisors deliberated and adopted the proposal on using the raised funds to replace the self raised funds of the projects invested with raised funds in advance, and agreed to use the raised funds of 23.0507 million yuan to replace the self raised funds of the projects invested with raised funds in advance. The independent directors of the company gave explicit consent to the proposal, and the recommendation institution Chinalin Securities Co.Ltd(002945) issued the verification opinions on Suzhou Cheersson Precision Metal Forming Co.Ltd(002976) using the raised funds to replace the self raised funds invested in the raised investment projects in advance, Rongcheng Certified Public Accountants (special general partnership) issued the verification report of Suzhou Ruima Precision Industry Co., Ltd. investing the raised funds in advance with self raised funds
(Rongcheng zhuanzi [2020] No. 230z0703), for details, please refer to www.cn.info.com.cn Announcement on using raised funds to replace self raised funds invested in raised investment projects in advance.
(IV) cash management with idle raised funds
On March 8, 2021, the fourth meeting of the second board of directors and the second meeting of the second board of supervisors deliberated and adopted the proposal on cash management using idle raised funds and idle self owned funds. The independent directors of the company expressed their explicit consent to the proposal, The recommendation institution Chinalin Securities Co.Ltd(002945) issued the verification opinions on Suzhou Cheersson Precision Metal Forming Co.Ltd(002976) using idle raised funds and idle self owned funds for cash management; On March 25, 2021, the first extraordinary general meeting of shareholders of the company in 2021 deliberated and approved the proposal, and agreed that the company would use the idle raised funds of no more than 320 million yuan for cash management to purchase investment and wealth management varieties with high safety, good liquidity, single product investment period of no more than 12 months, and the issuer is a commercial bank, The aforesaid quota is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders, and can be recycled and used within the aforesaid quota and period.
For details, please refer to www.cn.info.com.cn. On March 9, 2021 Announcement on cash management using idle raised funds and idle self owned funds. As of February 15, 2022, the accumulated amount of cash management by the company using temporarily idle raised funds is RMB 130 million (excluding the amount of due Redemption), and the total income of due financial products is RMB 3.6805 million (there is a partial tail difference between the total actual income and the statistical results due to rounding), It does not exceed the cash management use limit and period deliberated and approved by the fourth meeting of the second board of directors, the second meeting of the second board of supervisors and the first extraordinary general meeting of shareholders in 2021. (V) using bank bills to pay for projects invested with raised funds and replacing them with the raised funds in the same amount
On April 1, 2020, the 16th meeting of the first board of directors and the 12th meeting of the first board of supervisors deliberated and approved the proposal on using bank bills to pay for the investment projects with raised funds and replacing them with the same amount of raised funds, and agreed that during the implementation of the investment projects with raised funds, Use bank acceptance bills (including issuing bank acceptance bills and endorsement of bills), letters of credit and other bills (hereinafter referred to as “bank bills”) to pay for the investment projects of raised funds, and regularly transfer the same amount of funds from the special account of raised funds to the general account of the company. The independent directors of the company gave explicit consent to the proposal, and the recommendation institution Chinalin Securities Co.Ltd(002945) issued the verification opinions on Suzhou Cheersson Precision Metal Forming Co.Ltd(002976) using bank bills to pay the funds raised for investment projects and replacing them with the raised funds in the same amount. For details, see the details published on cninfo.com.cn on April 2, 2020 About using bank bills to pay for the investment of raised funds
Announcement on the replacement of the project funds with the raised funds in equal amount. As of January 31, 2022, the amount paid by the company for raised investment projects with bank bills was 17.203 million yuan.
3、 The company plans to temporarily supplement working capital with idle raised funds this time
(I) amount and term of temporarily replenishing working capital with idle raised funds
In order to improve the use efficiency of raised funds and reduce financial costs, on the premise of ensuring the demand for construction funds of raised investment projects, the company plans to use idle raised funds of no more than 180 million yuan to temporarily supplement working capital for the company’s business development, daily operation and other production and operation related to its main business, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors. The company promises to return the raised funds to the special account of raised funds in time upon expiration, and will return the supplementary raised funds to the special account of raised funds in time at any time according to the progress and demand of the investment project of raised funds.
(II) rationality and necessity of using idle raised funds to temporarily supplement working capital
With the continuous growth of business scale, the company’s demand for working capital also expands. The company uses idle raised funds to supplement working capital temporarily, which can effectively alleviate the working capital pressure faced by the company’s business development. Based on the maximum amount of 180 million yuan and the maximum period of 12 months for the temporary replenishment of working capital with the idle raised funds, and calculated according to the benchmark interest rate of RMB loans within one year published by the people’s Bank of China, the company estimates that the maximum financial cost can be saved by using the idle raised funds to temporarily replenish working capital. Therefore, the use of some idle raised funds to temporarily supplement working capital can improve the use efficiency of raised funds, reduce financial costs, and improve the operating efficiency of the company, which is in line with the interests of the company and all shareholders. There is no situation of changing the use purpose of raised funds in a disguised manner and does not affect the normal progress of the investment plan of raised funds. Therefore, it is reasonable and necessary to temporarily supplement the company’s working capital with idle raised funds this time.
4、 Commitments for temporary use of idle working capital
1. The replenishment of working capital with idle raised funds will not exceed 12 months. Before the expiration of the 12-month service life, the funds will be returned to the special account for raised funds in time;
2. The use of some idle raised funds for temporary replenishment of working capital will not change the purpose of raised funds in a disguised manner, and will not change or change the purpose of raised funds in a disguised manner;
3. The use of some idle raised funds to temporarily supplement working capital will not affect the normal operation of the investment projects with raised funds; If the investment project of raised funds needs to be used due to the implementation progress, the company will return the funds to the special account of raised funds in time to ensure the normal operation of the investment project of raised funds;
4. The use of some idle raised funds to supplement the working capital temporarily is limited to the production and operation related to the main business, and will not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements;
5. The company and its subsidiaries have not made securities investment, derivative investment, venture capital and other high-risk investments in the past 12 months, and promise not to make the above-mentioned high-risk investments in the next 12 months, and will not provide financial assistance to objects other than holding subsidiaries.
5、 Relevant decision-making procedures and opinions
(I) deliberations of the board of directors
The 13th meeting of the second board of directors of the company deliberated and approved the proposal on using idle raised funds to temporarily supplement working capital, and agreed that the company should temporarily supplement working capital with idle raised funds of no more than 180 million yuan. The service life should not exceed 12 months from the date of deliberation and approval by the board of directors, and all funds should be returned to the special account for raised funds of the company before expiration.
(II) deliberation of the board of supervisors
The ninth meeting of the second session of the board of supervisors of the company deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital. The board of supervisors held that the decision-making procedure of using idle raised funds to temporarily supplement working capital of the company complies with relevant regulations, and under the condition of ensuring that the construction progress of investment projects with raised funds is not affected, The use of idle raised funds of no more than RMB 180 million to temporarily supplement working capital is conducive to improving the use efficiency of raised funds and reducing the financial cost of the company. There is no situation that damages the interests of shareholders and changes the investment direction of raised funds in a disguised manner. It is agreed that the company will temporarily supplement the working capital with idle raised funds of no more than 180 million yuan.
(III) opinions of independent directors
The company uses some idle raised funds to supplement working capital temporarily, which can improve the use efficiency of raised funds, reduce the financial cost of the company, and improve the operating efficiency of the company, which is in line with the interests of the company and all shareholders. There is no situation of changing the use purpose of raised funds in a disguised manner and does not affect the normal progress of the investment plan of raised funds; The decision-making procedures comply with the relevant provisions 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 of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
