Securities code: 301122 securities abbreviation: adoptive stock Announcement No.: 2022-007 adoptive Technology Co., Ltd
On the use of some idle raised funds and self owned funds
Cash management announcement
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.
Adoptive Technology Co., Ltd. (hereinafter referred to as "the company" or "adoptive shares") held the seventh meeting of the second board of directors and the sixth meeting of the second board of supervisors on February 16, 2022, and deliberated and adopted the proposal on using some idle raised funds and self owned funds for cash management, It is agreed that on the premise of ensuring that the construction of investment projects with raised funds and the normal production and operation of the company will not be affected, it is proposed to use idle raised funds of no more than RMB 70 million and self owned funds of no more than RMB 200 million for cash management. The service life is effective within 12 months from the date of 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
According to the reply of China Securities Regulatory Commission on agreeing to adopt the registration of initial public offering of science and Technology Co., Ltd. (zjxk [2021] No. 3937), the company is approved to publicly issue 23508800 RMB common shares (A shares), with a par value of RMB 1 per share and an issue price of RMB 50.31 per share, The total amount of raised funds is RMB 1182727728.00, after deducting the issuance expenses of RMB 85465325.60 (excluding tax), the actual net amount of raised funds is RMB 1097262402.40.
The above raised funds have been transferred to the designated account of the company on January 21, 2022. The company signed the tripartite supervision agreement on the storage of special account for raised funds with the recommendation institution and the bank storing the raised funds to jointly supervise the use of raised funds. Zhonghui Certified Public Accountants (special general partnership) verified the availability of the funds raised by the company's initial public offering and issued the capital verification report of "Zhonghui kuaiyan [2022] No. 0084". 2、 Use of raised funds
According to the application plan of the raised funds disclosed in the company's prospectus for initial public offering and listing on the gem (hereinafter referred to as the "prospectus"), the investment projects of the raised funds in this public offering (hereinafter referred to as the "raised investment projects") and the use plan of the raised funds are as follows:
Unit: 10000 yuan
No. project name investment budget raised fund usage
1. Construction project of 30895.62 medical injection puncture device industrial park with an annual output of 920 million pieces (sets)
2 R & D center construction project 4493.65 4493.65
3. Supplementary working capital project 5000.00 5000.00
Total 40389.27
3、 Cash management using some idle raised funds and self owned funds
The construction of projects invested with raised funds needs a certain period. At present, the company is orderly promoting the progress of investment projects with raised funds in accordance with the use plan of raised funds. According to the actual construction progress of the project invested by the raised funds, some of the raised funds are idle in the short term. Without affecting the construction needs of the investment projects invested by the raised funds, and without affecting the normal production and operation of the company and ensuring the safety of funds, the company will reasonably use the idle raised funds (including the excess raised funds) for cash management to improve the use efficiency of the raised funds. The specific scheme is as follows:
(I) amount and term. It is proposed to use idle raised funds and self owned funds of no more than RMB 90 million for cash management, including raised funds of no more than RMB 70 million and self owned funds of no more than RMB 200 million. The validity period of cash management is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company, and the above amount can be recycled and used within the period.
(II) types of investment products. The company will strictly control risks in accordance with relevant regulations and select investment products with high security, good liquidity and meeting the requirements of principal preservation (including but not limited to structural deposits, time deposits, large certificates of deposit, agreed deposits, other principal guaranteed financial products, call deposits, fixed income certificates, agreed deposits, etc.), and such cash management products shall not be used for pledge and guarantee.
(III) distribution of cash management income. The company uses part of the temporarily idle raised funds and its own funds for cash management, and the income obtained shall be owned by the company. It shall be preferentially used to make up the insufficient investment amount of the raised investment projects and the working capital required by the company's daily operation. When the cash management of the temporarily idle raised funds expires, it will be returned to the special account for raised funds in time.
(IV) specific implementation mode. The chairman of the board of directors shall be responsible for signing the contract, deciding the amount of investment and the time limit for the implementation of the relevant products, but the financial department shall be responsible for the execution of the contract and authorization documents, which shall not be limited to the specific scope of the contract and product management, but shall be signed by the chairman of the board of directors.
(V) description of association relationship. The company plans to purchase investment products from financial institutions that do not have a related relationship. The use of idle raised funds and self owned funds for cash management this time will not constitute a related party transaction.
(VI) information disclosure. The company will timely disclose the specific progress of purchasing investment products in accordance with the relevant requirements such as the Listing Rules of Shenzhen Stock Exchange gem and the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem.
(VII) others. The company uses some idle raised funds and self owned funds for cash management this time, and there is no behavior of changing the purpose of raised funds in a disguised manner, which will not affect the normal implementation of investment projects with raised funds.
4、 Investment risk analysis and risk control measures
(I) investment risk analysis
1. The investment products to be purchased by the company are short-term and low-risk products, but the financial market is greatly affected by macro-economy, and the investment will be affected by market fluctuations;
2. The company intervenes timely and appropriately according to the economic situation and changes in the financial market, so it is difficult to reliably predict the actual income of short-term investment;
3. Operation and monitoring risks of relevant staff.
(II) risk control measures
1. The company will strictly abide by the principle of prudent investment, select low-risk investment varieties with high safety and good liquidity, and shall not be used for high-risk investment such as securities investment, and do not buy bank financial products with stocks, derivatives and unsecured bonds as the investment object;
2. During the implementation of cash management, the company's management and financial handling personnel will continue to track the progress of investment products. If adverse factors are found or judged, corresponding preservation measures will be taken in time to control investment risks; 3. The Audit Department of the company is responsible for auditing and supervising the fund use and custody of investment products, and conducting comprehensive inspection on all investment product projects on a regular basis;
4. The board of supervisors and independent directors supervise and inspect the use of funds from time to time, and can hire professional institutions to audit when necessary;
5. The company will timely perform the obligation of information disclosure in strict accordance with laws and regulations and relevant provisions of normative documents of Shenzhen Stock Exchange.
5、 Impact on the company
The company's use of some idle raised funds and self owned funds for cash management is implemented on the premise of ensuring the company's daily operation, capital safety and the normal promotion of raised funds investment projects, which will not affect the company's daily capital turnover and main business development, and there is no situation of changing the purpose of raised funds in a disguised manner, nor will it affect the normal operation of raised funds investment projects. Through appropriate cash management, we can improve the efficiency of the company's capital use, obtain certain investment income, and create more investment returns for the company and shareholders.
6、 Implementation procedures and special opinions
(I) deliberations of the board of directors
The company held the 7th Meeting of the 2nd board of directors. The meeting deliberated and approved the proposal on cash management with some idle raised funds and self owned funds, and agreed that on the premise of ensuring that the construction of investment projects with raised funds and the normal production and operation of the company will not be affected, Within 12 months from the date of deliberation and approval of the general meeting of shareholders, the proposed idle cash shall not exceed RMB 70000.00 and the effective period of management shall not exceed RMB 70000.00. Within the above quota and period, the funds can be recycled and used on a rolling basis.
(II) opinions of independent directors
The independent directors of the company believe that the use of some idle raised funds and self owned funds for cash management this time, Comply with the provisions of relevant normative documents 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 standardized operation of GEM listed companies of Shenzhen Stock Exchange and the company's measures for the administration of raised funds. Without affecting the construction progress of the raised funds project and the normal operation of the company, the rational use of idle raised funds and self owned funds for cash management is conducive to improving the efficiency of the company's fund use, increasing fund income, obtaining more returns for the company and shareholders, and there is no damage to the interests of the company and minority shareholders. This matter has fulfilled the necessary approval and verification procedures, and there is no situation of changing the use purpose of the raised funds in a disguised form, which will not affect the normal progress of the investment plan of the raised funds. The independent directors unanimously agreed that the company would use some idle raised funds and self owned funds for cash management, and agreed to submit the matter to the general meeting of shareholders for deliberation.
(III) deliberation of the board of supervisors
The sixth meeting of the second session of the board of supervisors of the company deliberated and approved the proposal on using some idle raised funds and self owned funds for cash management, and believed that under the condition of ensuring that the construction progress of raised funds and the normal operation of the company will not be affected, the use efficiency of self owned funds can be improved and certain investment income can be obtained through appropriate cash management, Seek more return on investment for the company's shareholders. All supervisors unanimously agreed on the use of some idle raised funds and self owned funds for cash management.
(IV) verification opinions of the recommendation institution
After verification, the sponsor believes that the company's use of some idle raised funds and self owned funds for cash management has been deliberated and approved by the board of directors and the board of supervisors, all independent directors have expressed their independent opinions, performed the necessary legal procedures, and complied with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange Relevant provisions of 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 use of some idle funds and self owned funds for cash management this time does not violate the relevant commitments of the investment projects with raised funds, does not affect the normal progress of the investment projects with raised funds, and does not change the investment projects with raised funds in a disguised manner and damage the interests of shareholders; The company's current financial situation is stable. Under the condition of ensuring that the construction of investment projects and the use of raised funds will not be affected, the use of idle raised funds for cash management will help to improve the use efficiency of idle funds and obtain certain investment income, which is in line with the interests of the company and all shareholders; The recommendation institution will continue to pay attention to the use of the company's raised funds and urge the company to perform relevant decision-making procedures and information disclosure obligations.
7、 Documents for future reference
1. Adopting the resolution of the seventh meeting of the second board of directors of science and Technology Co., Ltd
2. Adopt the resolution of the sixth meeting of the second board of supervisors of science and Technology Co., Ltd
3. Opinions of independent directors on matters related to the adoption of Independent Technology Co., Ltd
4. Haitong Securities Company Limited(600837) on adopting the verification opinions on the use of some idle raised funds and self owned funds by science and Technology Co., Ltd. for cash management
It is hereby announced.
Board of directors of adoptive Technology Co., Ltd. February 16, 2022
