Securities code: 605277 securities abbreviation: Xinya Electronic Co.Ltd(605277) Announcement No.: 2022-006 Xinya Electronic Co.Ltd(605277)
Announcement on using some 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Xinya Electronic Co.Ltd(605277) (hereinafter referred to as "the company" or " Xinya Electronic Co.Ltd(605277) ") intends to use an amount of no more than 70 million yuan of idle raised funds to purchase investment products with high safety, good liquidity, short-term and guaranteed principal, with a service life of no more than 12 months, which can be recycled and used within the validity of the above amount and resolution.
The company has no relationship with the financial institution that intends to conduct cash management.
This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation. 1、 Basic information of raised funds
According to the reply on Approving the initial public offering of Xinya Electronic Co.Ltd(605277) issued by China Securities Regulatory Commission (zjxk [2020] No. 2446), the company has actually issued 33.36 million ordinary shares at an issue price of 16.95 yuan per share, and the total amount of raised funds is 565452000.00 yuan, after deducting various issuance expenses of 42838851.66 yuan, The net amount of funds actually raised was 522613148.34 yuan. Tianjian Certified Public Accountants (special general partnership) issued the capital verification report (tjyz [2020] No. 667) on December 29, 2020. The company has adopted a special account storage system for the raised funds.
2、 Supplement and confirm the basic situation of using some idle raised funds for cash management
On January 25, 2021, the company held the 10th meeting of the first board of directors and the 8th meeting of the first board of supervisors, which respectively deliberated and approved the proposal on using some idle raised funds for cash management, and agreed that the company's use limit should not exceed RMB 270 million. The idle raised funds have high safety, good liquidity, short-term The investment products with guaranteed principal shall have a service life of no more than 12 months and can be recycled and used within the validity period of the above quota and resolution. After the expiration of the above validity period, the company used the idle raised funds of 40 million yuan to purchase 94 day Principal Guaranteed floating income Bank Of China Limited(601988) linked structured deposits on February 11, 2022, and the expected annualized income is 1.50% to 3.44%.
The second meeting of the second board of directors and the second meeting of the second board of supervisors held by the company on February 16, 2022 supplemented and confirmed the above matters, and the independent directors expressed their agreed independent opinions. 3、 The use of some idle funds for cash management this time
1. Management purpose
In order to improve the use efficiency of the raised funds, under the condition of ensuring that the construction of the raised funds and the use of the raised funds are not affected, continue to make rational use of some temporarily idle raised funds for cash management, so as to obtain more returns for the company and shareholders.
2. Limit and term
According to the company's current use of funds, the construction progress of raised investment projects and considering maintaining sufficient liquidity, the company plans to use the amount of no more than RMB 70 million. The idle raised funds will purchase investment products with high safety, good liquidity, short-term and guaranteed principal, and the use period will not exceed 12 months, Within the validity period of the aforesaid quota and resolution, it can be recycled and used.
3. Investment varieties
The products purchased by the company for cash management are investment products with high security, good liquidity, short-term (no more than 12 months) and guaranteed principal (including but not limited to structural deposits, agreed deposits, call deposits, time deposits, large certificates of deposit, income certificates, etc.), and the investment products shall not be used for pledge.
4. Validity period of resolution
It shall be valid for 12 months from the date of deliberation and adoption at the second meeting of the second board of directors.
5. Implementation mode
Authorize the company's management and designated authorized personnel to exercise relevant investment decision-making power within the above limit and sign relevant documents.
6. Information disclosure
The company will timely disclose the specific situation of the company's cash management of raised funds in strict accordance 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 (revised in 2022) and the stock Listing Rules of Shanghai Stock Exchange. 4、 Investment risk and control measures
1. Investment risk
Based on the principle of safeguarding the interests of shareholders, the company strictly controls risks, strictly controls the investment of investment products and makes prudent decisions. Although the investment products purchased by the company are investment products with high security, good liquidity, short-term and guaranteed principal, which belong to low-risk investment varieties, the financial market is greatly affected by the macro-economy. The company will make reasonable investment 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. 2. Risk control measures
(1) The principle of prudent selection of large-scale investment units and good reputation shall be followed.
(2) The company will timely track the investment direction of investment products according to the market conditions. If potential risk factors are found, the company will evaluate them, and timely take corresponding preservation measures according to the evaluation results to control the investment risk. (3) The internal audit department of the company is responsible for auditing and supervising the use and custody of funds purchased by the company for investment products, conducting regular comprehensive inspection on all investment products, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the audit committee of the board of directors of the company.
(4) 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 continued cash management of idle raised funds this time is carried out on the premise of ensuring the normal operation of investment projects with raised funds and the safety of raised funds, which will not affect the normal construction of projects with raised funds and the normal use of raised funds. The investment products purchased by the company are investment products with high safety, good liquidity, short-term and principal guaranteed agreement. Through the above cash management, it is conducive to improve the use efficiency of the raised funds, increase the capital income, and obtain a better return on investment for the company and shareholders. 6、 Special opinions
1. Opinions of the board of directors
The company continues to use some idle raised funds for cash management, which is conducive to improving the use efficiency of funds, obtaining certain investment benefits, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and investors. The examination and approval procedures comply with the relevant provisions of laws and regulations and the articles of association, It is agreed that the company shall use the idle raised funds with a limit of no more than RMB 70 million to purchase investment products with high safety, good liquidity, short-term and guaranteed principal, and the service life shall not exceed 12 months, which can be recycled and used within the validity period of the above-mentioned limit and resolution.
Authorize the company's management and designated authorized personnel to exercise relevant investment decision-making power and sign relevant documents within the above limit within 12 months from the date of deliberation and approval by the board of directors.
The amount that the company continues to use some idle raised funds for cash management this time falls within the scope of the amount deliberated by the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2. Opinions of independent directors
(1) The company uses some idle raised funds for cash management this time. There is no change in the purpose of the raised funds. It is carried out on the premise of ensuring the normal operation of the investment projects of the raised funds and the safety of the raised funds. It will not affect the normal operation of the investment projects of the raised funds and the development of the company's main business.
(2) The company's cash management of some idle raised funds is conducive to improving the use efficiency of raised funds and increasing capital income, which is in line with the interests of the company and all shareholders. The company will control risks in strict accordance with relevant regulations and select investment products with high safety, good liquidity, short-term and guaranteed principal, so as to ensure the safety of raised funds and the normal operation of investment projects with raised funds.
(3) The matter has fulfilled the necessary decision-making and deliberation procedures and complies with the provisions of relevant laws and regulations. It is agreed that the company will use some idle raised funds for cash management.
3. Review opinions of the board of supervisors
The board of supervisors believes that the company's use of some idle raised funds for cash management is conducive to improving the efficiency of fund use, obtaining certain investment benefits, in line with the interests of the company and all shareholders, without harming the interests of the company and investors, and the approval procedures comply with the relevant provisions of laws and regulations and the articles of association, It is agreed that the company shall use the idle raised funds with a limit of no more than RMB 70 million to purchase investment products with high safety, good liquidity, short-term and guaranteed principal, and the service life shall not exceed 12 months, which can be recycled and used within the validity period of the above-mentioned limit and resolution.
4. Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the company has held the second meeting of the second board of directors and the second meeting of the second board of supervisors to supplement and confirm the above matters, and the independent directors have expressed their agreed independent opinions on the matters that the company has used some idle raised funds to purchase financial management beyond the time limit of relevant investment resolutions of the board of directors. The company's cash management of some idle raised funds has not adversely affected the normal implementation of the investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. The company has supplemented and performed the necessary legal procedures. Therefore, the recommendation institution has no objection to the company's supplementary confirmation of using some idle raised funds for cash management.
The company has performed necessary deliberation procedures for cash management of idle raised funds this time. The company's use of idle raised funds for cash management complies with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange According to the requirements of laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation and regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, there is no situation of changing the purpose of raised funds in a disguised form and damaging the interests of the company and shareholders.
It is hereby announced.
Xinya Electronic Co.Ltd(605277) board of directors February 17, 2022
