Securities code: 688398 securities abbreviation: Fujian Supertech Advanced Material Co.Ltd(688398) Announcement No.: 2022-004 Fujian Supertech Advanced Material Co.Ltd(688398)
Announcement on the use of temporarily idle raised funds and self owned 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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law. Fujian Supertech Advanced Material Co.Ltd(688398) (hereinafter referred to as “the company”) held the 16th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors on February 17, 2022, deliberated and adopted the proposal on cash management with temporarily idle raised funds and self owned funds respectively, and agreed that the company would not affect the construction of investment projects with raised funds and the use arrangement of raised funds, On the premise of ensuring the company’s daily production and operation capital demand and effectively controlling risks, use the temporarily idle raised funds with a quota of no more than 90 million yuan (including the principal amount, the same below) and the temporarily idle self owned funds with a quota of no more than 100 million yuan (including the principal amount, the same below) (including the equivalent foreign currency) to purchase from various financial institutions with high safety, good liquidity The service life of financial products or deposit products with breakeven agreement shall be 12 months from the date of deliberation and approval by the board of directors and the board of supervisors of the company. Within the above service life and limit, the funds can be recycled and used on a rolling basis. The raised funds will be returned to the company’s special account for raised funds upon expiration. The board of directors authorizes the chairman to exercise the decision-making power and sign relevant legal documents. The specific matters shall be organized and implemented by the Finance Department of the company.
1、 Basic information of raised funds
With the approval of the reply on approving Fujian Supertech Advanced Material Co.Ltd(688398) initial public offering of shares (zjxk [2019] No. 2967) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the company issued 20 million ordinary shares in RMB for the first time, with an issue price of 24.12 yuan / share and a total raised capital of 482.4 million yuan, The net amount of raised funds after deducting various issuance expenses is RMB 423.1015 million. Rongcheng Certified Public Accountants (special general partnership) verified the availability of funds for the company’s public offering of new shares, and issued the capital verification report (Rongcheng Yanzi [2020] 361z0011). In June 2020, China Industrial Securities Co.Ltd(601377) (hereinafter referred to as ” China Industrial Securities Co.Ltd(601377) “) gave the company a discount of 4.2925 million yuan of underwriting fee (after deducting value-added tax) in the process of IPO, and the net amount of funds raised by the company was changed to 427393900 yuan. Rongcheng Certified Public Accountants (special general partnership)
Xiamen Branch audited the detailed statement of changes in the company’s capital reserve from February 5, 2020 to July 2, 2020 and issued the audit report Rongcheng zhuanzi [2020] No. 361f0213.
In order to standardize the management of the company’s raised funds and protect the rights and interests of investors, the company signed the tripartite supervision agreement on raised funds with the sponsor and the bank opening the special account for raised funds, opened a special account for raised funds and stored the raised funds in a special account. The investment projects of the company’s raised funds and the use plan of the raised funds are as follows:
No. project name total project investment (10000 yuan) investment amount of raised funds (10000 yuan)
1 production expansion project of ultra-low thermal conductivity 24939.32 vacuum insulation board with an annual output of 3.5 million square meters
2 R & D center construction project 5399.75 5399.75
3. Supplementary working capital 10000.00 10000.00
Total 40339.07
As the construction of the project invested by the raised funds has a certain period, according to the construction progress of the project invested by the raised funds, some of the raised funds are temporarily idle in the short term.
2、 Basic information of cash management using temporarily idle raised funds and temporarily idle self owned funds this time
1. Investment purpose
In order to improve the use efficiency of funds and maximize the interests of shareholders, on the premise of ensuring that it does not affect the construction of raised funds and the needs of the company’s daily production and operation, and effectively control risks, increase capital income and maintain capital liquidity.
2. Limit and term
(1) Raised funds
The company plans to use the temporarily idle raised funds of no more than RMB 90 million for cash management, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors and the board of supervisors of the company. Within the above limit and term, the funds can be recycled and used on a rolling basis.
(2) Own funds
The company plans to use temporarily idle self owned funds of no more than RMB 100 million (including equivalent foreign currency) for cash management, and the service life is 12 months from the date of deliberation and approval by the board of directors and the board of supervisors of the company. Within the above limit and term, the funds can be recycled and used on a rolling basis.
3. Types of investment products
In order to control risks, the company’s cash management methods include purchasing financial products or deposit products (including short-term principal guaranteed financial products, structural deposits, time deposits, call deposits, large certificates of deposit and agreed deposits) with high safety, good liquidity and principal guaranteed agreements from financial institutions, and these cash management products shall not be used for pledge, No investment activities for the purpose of securities investment shall be carried out.
4. Cash management income distribution
(1) The company uses the temporarily idle raised funds for cash management, and the income obtained shall be owned by the company. It shall be used to make up the insufficient amount of the investment projects of the raised funds and the working capital required by the company’s daily operation, and manage and use the funds in strict accordance with the requirements of the CSRC and Shanghai Stock Exchange on the supervision measures of the raised funds, After the cash management expires, it will be returned to the special account for raised funds.
(2) Own funds
The company uses its temporarily idle self owned funds for cash management, and the income obtained shall be owned by the company and will be used to supplement the company’s working capital.
5. Information disclosure
The company will comply with the provisions and requirements of departmental rules and normative documents such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), and the self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, Timely fulfill the obligation of information disclosure.
6. Specific implementation mode
The board of directors authorizes the chairman of the company to exercise investment decision-making power and sign relevant contract documents within the above limit, and the specific matters shall be organized and implemented by the Finance Department of the company.
3、 Investment risk analysis and risk control measures
1. Investment risk
Although the company intends to choose financial products or deposit products with high security, good liquidity and breakeven agreement, the financial market is greatly affected by the macro-economy. It is not excluded that the investment is affected by market fluctuations, and there are certain systemic risks.
2. Risk control measures
(1) The company will handle relevant cash management business in strict accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other normative documents, the articles of association and the company’s management system for raised funds;
(2) The company will timely analyze and track the operation of cash management products. If adverse factors are found or judged, the company will timely take corresponding measures to control investment risks;
(3) The company’s internal audit department is the supervision department of cash management products, which audits and supervises the company’s cash management products;
(4) The independent directors and the board of supervisors have the right to supervise and inspect the use of funds and cash management of the company, and can hire professional institutions to audit when necessary.
4、 Impact on the company
1. The company plans to use temporarily idle raised funds and its own funds for cash management on the premise of ensuring the funds required for the company’s raised funds to invest in projects, ensuring the safety of raised funds and ensuring the company’s daily production and operation capital needs, which will not affect the normal implementation of the raised funds and the normal development of the company’s main business.
2. Appropriate and timely cash management of temporarily idle raised funds and self owned funds will help to improve the use efficiency of raised funds, obtain certain investment income and seek more investment returns for the company and shareholders.
5、 Opinions issued by independent directors, board of supervisors and recommendation institutions
1. Opinions of independent directors
On the premise of ensuring sufficient funds required for the company’s investment projects with raised funds and ensuring the safety of the raised funds, the company uses the temporarily idle raised funds with an amount not exceeding RMB 90 million (including this amount) for cash management, which does not conflict with the construction content of the investment projects with raised funds and will not affect the normal implementation of the investment projects with raised funds, There is no disguised change in the purpose of the raised funds, which will not affect the normal development of the company’s main business, nor will it damage the interests of the company and all shareholders, especially minority shareholders. The company uses temporarily idle self owned funds with a limit of no more than RMB 100 million (including this amount) (including equivalent foreign currency) for cash management, which will not have an adverse impact on the company’s production and operation activities and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The proposal and voting procedures comply with laws and regulations. Therefore, all independent directors unanimously agree that the company uses some idle raised funds and its own funds for cash management. 2. Opinions of the board of supervisors
This time, the company uses temporarily idle raised funds and its own funds for cash management, and purchases financial products or deposit products with high safety, good liquidity and guaranteed principal from various financial institutions, which is conducive to improving the use efficiency of raised funds and its own funds and obtaining more investment returns for the company and shareholders, It will not affect the construction of investment projects with raised funds and the normal use of raised funds, nor will it have an adverse impact on the company’s production and operation activities. There is no situation of changing the purpose of raised funds in a disguised form, or damaging the interests of the company and all shareholders, especially minority shareholders, The relevant approval procedures comply with relevant laws and regulations and the provisions of the company’s management system for the use of raised funds. Therefore, the board of supervisors agreed that the company would use some idle raised funds and its own funds for cash management.
3. Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company’s use of temporarily idle raised funds and its own funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued clear consent opinions, which comply with relevant laws and regulations and perform necessary legal procedures. The company’s use of temporarily idle raised funds and its own funds for cash management this time complies with the relevant laws and regulations such as the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), and the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange Laws and regulations, normative documents and the company’s management system for raised funds and other relevant provisions do not change the use of raised funds in a disguised manner, which will not affect the construction and use of raised funds, nor adversely affect the company’s business activities, which is in line with the interests of the company and all shareholders.
In conclusion, China Industrial Securities Co.Ltd(601377) has no objection to the cash management of Fujian Supertech Advanced Material Co.Ltd(688398) using temporarily idle raised funds and self owned funds.
6、 Online announcement attachment
1. Resolutions of the 16th meeting of the 4th board of directors;
2. Resolutions of the 12th meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on cash management with temporarily idle raised funds and self owned funds;
4. China Industrial Securities Co.Ltd(601377) verification opinions on Fujian Supertech Advanced Material Co.Ltd(688398) using temporarily idle raised funds and self owned funds for cash management.
It is hereby announced.
Fujian Supertech Advanced Material Co.Ltd(688398) board of directors February 18, 2002
