Securities code: 301166 securities abbreviation: youningwei Announcement No.: 2022-007 Shanghai youningwei Biological Technology Co., Ltd
Announcement on using idle raised funds and self owned 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.
Shanghai Youning Weisheng Technology Co., Ltd. (hereinafter referred to as "the company") held the third meeting of the third board of directors and the second meeting of the third board of supervisors on February 20, 2022, and deliberated and adopted the proposal on cash management using idle raised funds and self owned funds respectively, It is agreed that the company and its descendants within the scope of consolidated statement will use idle raised funds of no more than RMB 120 million (including this amount) and their own funds of no more than RMB 800 million (including this amount) for cash management without affecting the construction of investment projects with raised funds, the normal production and operation of the company and ensuring the safety of funds. The details are as follows:
1、 Basic information of raised funds
The registration was approved by the reply on Approving the registration of the initial public offering of shares of Shanghai Youning weishengwu Technology Co., Ltd. (zjxk [2021] No. 3556) issued by the China Securities Regulatory Commission and approved by the Shenzhen Stock Exchange, Shanghai Youning Weisheng Technology Co., Ltd. (hereinafter referred to as "the company") issued 21666668 ordinary shares (A shares) in RMB for the first time, with a par value of RMB 1.00 per share and an issue price of RMB 86.06 per share. The total amount of funds raised was RMB 1864633400. After deducting the issuance cost of RMB 269116200 (excluding tax), The net amount of funds actually raised was 1595.5173 million yuan.
All the above-mentioned raised funds have been received, and Tianzhi International Certified Public Accountants (special general partnership) has verified the availability of the above-mentioned funds and issued the capital verification report (tzyz [2021] No. 45819). After the above-mentioned raised funds are received, the company manages the deposit and use of the raised funds in a special account, and has signed the tripartite supervision agreement on raised funds with the special account bank and the sponsor.
2、 Use of raised funds
The basic information of the investment projects of the funds raised from the public offering of shares disclosed in the prospectus of the company's initial public offering and listing on the gem is as follows: unit (10000 yuan)
No. project name total investment proposed to use raised funds
1. Online marketing network and information construction project 8079.60 8079.60
2 offline marketing and service network upgrading project 6828.15 6828.15
3. R & D center construction project 8431.58 8431.58
4. Supplementary working capital project 5000.00 5000.00
Total 28339.33
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 investment project with raised funds and the capital needs of the company's daily operation, some of the raised funds and self owned funds are idle in the short term. Without affecting the construction of investment projects with raised funds, the normal production and operation of the company and ensuring the safety of funds, the company will reasonably use idle raised funds and its own funds for cash management to improve the use efficiency of raised funds and its own funds.
3、 Basic information of cash management by using some idle raised funds and self owned funds this time
(I) investment purpose
In order to improve the use efficiency of the company's funds, without affecting the construction of investment projects with raised funds, the normal production and operation of the company and ensuring the safety of funds, the company plans to make rational use of some idle raised funds and its own funds for cash management, increase capital income and obtain more investment returns for the company and shareholders.
(II) types of investment products
1. Varieties of idle raised funds investment products
The company will strictly control risks and strictly evaluate investment products in accordance with relevant regulations. The investment products of idle raised funds must meet the requirements of high safety and good liquidity, and the period of idle raised funds must not exceed 12 months, It shall not affect the normal operation of the investment plan of the raised funds (including but not limited to RMB structured deposits, time deposits, agreement deposits, certificates of deposit or bank financial products, etc.). Investment products shall not be pledged, and the special settlement account for products (if applicable) shall not deposit non raised funds or be used for other purposes.
2. Varieties of products invested by self owned funds
The company will strictly control risks in accordance with relevant regulations, strictly evaluate the cash management products to be purchased with its own funds, and plan to purchase cash management products with high safety and good liquidity. The purchase channels include but are not limited to commercial banks, securities companies and other financial institutions. The relevant product varieties do not involve high-risk investments such as securities investment and derivatives trading stipulated in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM.
(III) investment amount and term
The company plans to use idle raised funds of no more than RMB 120 million (including this amount) and its own funds of no more than RMB 800 million (including this amount) for cash management. The service life is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and term, the funds can be rolled back and forth circularly
(IV) authorization and Implementation
After the above matters are deliberated and approved by the board of directors, they can be implemented only after they are deliberated and approved by the general meeting of shareholders of the company. After being deliberated and approved by the general meeting of shareholders, the management of the company is authorized to exercise the investment decision-making power within the above validity period and capital limit, and sign relevant contracts and documents. The specific matters shall be organized and implemented by the financial department of the company.
(V) distribution of cash management income
The company's income from using idle raised funds for cash management will be managed and used in strict accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on the regulatory measures for raised funds. (VI) information disclosure
The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange and other regulatory agencies. 4、 Investment risk analysis and risk control measures
(I) investment risk analysis
1. Although financial products have been strictly evaluated, the financial market is greatly affected by the macro-economy, and it is not ruled out that the investment is affected by market fluctuations.
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable.
3. Operation and monitoring risks of relevant staff.
(II) for investment risks, the company plans to take the following measures:
1. The company will strictly abide by the principle of prudent investment and choose low-risk investment varieties. It shall not be used for other securities investment, and shall not purchase bank financial products with stocks and their derivatives and unsecured bonds as the investment object.
2. Relevant personnel of the Finance Department of the company will timely analyze and track the investment direction of financial products. During the financial management of the above financial products, the company will maintain close contact with relevant financial institutions, timely track the operation of financial funds, strengthen risk control and supervision, and strictly control the safety of funds.
3. The internal audit department of the company shall conduct daily supervision on the use and custody of financial funds, and regularly audit and verify the use of financial funds.
4. The board of supervisors and independent directors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
5. The company will comply with the requirements of relevant regulations and 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 self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - regulatory operation of GEM listed companies, etc, Timely fulfill the obligation of information disclosure.
5、 Impact on the daily operation of the company
Based on the principles of standardized operation, risk prevention, prudent investment, value preservation and appreciation, the company uses idle raised funds and its own funds for cash management, which is carried out on the premise of ensuring the safety of the funds required by the company's raised funds for investment projects, the principal of raised funds and normal production and operation, and will not affect the daily operation of the company and the normal development of the construction of raised funds projects, There is no disguised change in the purpose of the raised funds. Through appropriate cash management, we can effectively improve the efficiency of capital use, obtain certain investment benefits, further improve the performance level of the company and seek more return on investment for the company and shareholders.
6、 Review procedures and relevant opinions for implementation
(I) deliberations of the board of directors
The company held the third meeting of the third board of directors on February 20, 2022, deliberated and adopted the proposal on cash management using idle raised funds and self owned funds, It is agreed that the company and its descendants within the scope of consolidated statement shall use idle raised funds of no more than RMB 120 million (including this amount) and their own funds of no more than RMB 800 million (including this amount) for cash management, so as to increase capital income and obtain more investment return for the company and shareholders. This matter still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) opinions of independent directors
The independent directors believe that: on the premise of not affecting the normal operation of the company and the construction of raised investment projects, the company and its subsidiaries within the consolidated financial statements use idle raised funds and their own funds for cash management, and there is no situation of changing the purpose of raised funds or damaging the interests of shareholders in a disguised manner; The company's use of idle raised funds and self owned funds for cash management can improve the efficiency of fund use and increase the company's income, which is in line with the relevant laws and regulations such as the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies No. 2 - the standardized operation of companies listed on the gem Regulations, normative documents, articles of association and other internal governance systems. Therefore, we unanimously agree that the company will use idle raised funds of no more than RMB 120 million (including this amount) and its own funds of no more than RMB 800 million (including this amount) for cash management, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(III) deliberation of the board of supervisors
The company held the second meeting of the third board of supervisors on February 20, 2022, deliberated and adopted the proposal on using idle raised funds and self owned funds for cash management, The board of supervisors believes that the company's use of idle raised funds of no more than 120 million yuan (including this amount) and no more than the relevant provisions of the self regulatory guidelines for companies listed on the RMB stock exchange No. 2 - standardized operation of companies listed on the gem are conducive to improving the efficiency of the company's use of funds, increasing capital returns and obtaining more investment returns for the company and shareholders, There is no situation that damages the interests of shareholders. The board of supervisors agreed that the company should use idle raised funds of no more than RMB 120 million (including this amount) and its own funds of no more than RMB 800 million (including this amount) for cash management, and agreed to submit this proposal to the general meeting of shareholders for deliberation. (IV) verification opinions of the recommendation institution
After verification, the sponsor believes that the company's ratification of using idle raised funds for cash management and using idle raised funds and self owned funds for cash management has been reviewed and approved by the board of directors and the board of supervisors, and all independent directors have issued clear consent opinions and fulfilled the necessary legal procedures. The recommendation institution has no objection to the company's ratification of the use of idle raised funds for cash management and the use of idle raised funds and self owned funds for cash management.
7、 Documents for future reference
1. Resolutions of the third meeting of the third board of directors;
2. Resolutions of the second meeting of the third board of supervisors;
3. Independent opinions of independent directors on matters related to the third meeting of the third board of directors;
4. Verification opinions on Shanghai Youning Weisheng Technology Co., Ltd. ratifying the use of idle raised funds for cash management and the use of idle raised funds and self owned funds for cash management issued by Minsheng Securities Co., Ltd.
It is hereby announced.
Board of directors of Shanghai Youning Weisheng Technology Co., Ltd. February 22, 2022
