Securities code: 688023 securities abbreviation: Dbappsecurity Co.Ltd(688023) Announcement No.: 2022-008 Dbappsecurity Co.Ltd(688023)
Announcement on the use of temporarily 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Dbappsecurity Co.Ltd(688023) (hereinafter referred to as " Dbappsecurity Co.Ltd(688023) " or "the company") held the 15th meeting of the second board of directors and the 13th meeting of the second board of supervisors on February 23, 2022, deliberated and adopted the proposal on the company's use of idle raised funds for cash management, It is agreed that the company will use the temporarily idle raised funds (including the idle raised funds of the company's initial public offering and the issuance of shares to specific objects) of no more than RMB 800 million (including this amount) for cash management. Under the condition of ensuring that the construction and use of the raised funds and the safety of the raised funds are not affected, the use of the temporarily idle raised funds has high safety Financial products or deposit products with good liquidity (including but not limited to agreement deposits, structured deposits, time deposits, certificates of deposit, etc.), The validity period of the authorized amount is from the date of deliberation and approval of this board of directors to the date of deliberation on the cash management of raised funds in the next year (the authorized amount on the cash management of idle raised funds at the first meeting of the second board of directors and the ninth meeting of the second board of directors of the company is invalid). Within the above quota and period, the funds can be recycled and used on a rolling basis. The board of directors of the company authorizes the management to exercise the investment decision-making power and sign relevant contract documents. The specific matters shall be organized and implemented by the Finance Department of the company.
The above matters are within the approval authority of the board of directors and do not need to be submitted to the general meeting of shareholders for deliberation. The independent directors of the company issued independent opinions with explicit consent, and the recommendation institution Guotai Junan Securities Co.Ltd(601211) issued clear verification opinions.
1、 Basic information of raised funds
According to the reply on Approving the registration of Dbappsecurity Co.Ltd(688023) initial public offering (zjxk [2019] No. 1919) issued by China Securities Regulatory Commission on October 16, 2019, it is agreed that the company will publicly issue 18519 RMB ordinary shares to the public, with an issue price of 56.5 yuan per share (RMB, the same below), and the total amount of raised funds is 1046296300 yuan, After deducting underwriting and recommendation fees, issuance registration fees and other related issuance expenses (totaling 94.7244 million yuan, excluding tax), the net amount of raised funds is 95.1572 million yuan, and all the above funds have been in place. Lixin Certified Public Accountants (special general partnership) verified the availability of funds for the company's public offering of new shares, and
The capital verification report (xksbz [2019] No. zf10769) was issued on October 31, 2019. With the approval of China Securities Regulatory Commission on Approving the registration of Dbappsecurity Co.Ltd(688023) issuing shares to specific objects (zjxk [2021] No. 2716), the company issued 4112271 A-share shares to specific objects in 2020 at an issue price of 324.23 yuan / share. The total amount of funds raised in this issuance was 1333321600 yuan, After deducting the relevant issuance expenses of RMB 22.3059 million, the net amount of funds raised was RMB 131.10157 million. Lixin Certified Public Accountants (special general partnership) verified the arrival of the raised funds in the company's account, and issued the capital verification report (xksbz [2021] No. zf10932) on September 28, 2021.
The company adopts a special account storage system for the raised funds. After the raised funds are received, they have been deposited in the special account for the raised funds approved by the board of directors. The company has signed the relevant supervision agreement for the raised funds with the sponsor and the commercial bank storing the raised funds.
As the construction of projects invested with raised funds needs a certain period, according to the promotion plan of the company's projects invested with raised funds, some of the company's raised funds are temporarily idle.
2、 Basic information of cash management using some temporarily idle raised funds this time
(I) investment purpose
On the premise of ensuring that the construction and use arrangements of the investment projects with raised funds are not affected and the risks of raised funds are effectively controlled, in order to improve the use efficiency of raised funds, make rational use of some temporarily idle raised funds for cash management, which is conducive to reducing the company's financial expenses, increasing the company's cash asset income and obtaining more returns for the company and shareholders.
(II) investment quota and term
The company plans to use the temporarily idle raised funds (including the idle raised funds of the company's initial public offering and the issuance of shares to specific objects) with a total amount of no more than 800 million yuan (including this amount) for cash management. The validity of the authorized amount is from the date of deliberation and approval by the board of directors to the date of deliberation and approval of the cash management of raised funds by the company in the next year. The authorization limit of the first meeting of the second board of directors and the ninth meeting of the second board of directors on the cash management of idle raised funds is invalid.
(III) investment varieties
The company will strictly comply with the requirements of the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, and only invest in products with high safety and good liquidity. Including but not limited to agreement deposits, structured deposits, time deposits, certificates of deposit and other products, and the cash management products shall not be used
(IV) validity of the resolution
From the date of deliberation and approval by the board of directors to the date of deliberation on cash management of raised funds in the next year.
(V) implementation mode
Within the limit and investment period, the company's management is authorized to exercise the decision-making power of cash management investment and sign relevant contract documents. The specific matters are organized and implemented by the company's financial department.
(VI) information disclosure
The company will timely disclose the specific situation of the company's cash management in accordance with the 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, the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (revised in December 2020).
(VII) distribution of cash management income
The income obtained by the company from using the temporarily idle raised funds for cash management shall be owned by the company, and shall be managed and used in strict accordance with the requirements of China Securities Regulatory Commission and Shanghai Stock Exchange on the regulatory measures for raised funds. After the cash management expires, it will be returned to the special account for raised funds.
3、 Impact on the daily operation of the company
The company's use of temporarily idle raised funds for cash management is carried out on the premise of ensuring that it will not affect the implementation of the company's investment plan of raised funds and effectively control investment risks. It will not affect the development and construction process of investment projects with raised funds, nor affect the normal development of the company's main business, which is in line with the interests of the company and all shareholders. At the same time, reasonable cash management of temporarily idle raised funds can improve the use efficiency of raised funds, increase the company's income and seek more return on investment for the company and shareholders.
4、 Investment risk and risk control measures
(I) investment risk
Although the company plans to invest in products with high safety and good liquidity, it does not rule out that the investment income is affected by market fluctuations and there are certain systemic risks.
(II) safety and risk control measures
This cash management method includes contractual deposits, structured deposits, time deposits, certificates of deposit and other products of financial institutions with high investment security and good liquidity. Such products are mainly affected by changes in macroeconomic policies such as monetary policy, fiscal policy and relevant laws, regulations and policies. The company will conduct cash management according to the economic situation and changes in the financial market, strictly screen the partners, and select the products with good liquidity and high security issued by banks and other financial institutions with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability.
The board of directors of the company authorizes the management to exercise this decision-making power and sign relevant legal documents. The finance department establishes accounts to manage the purchased products, establish and improve accounting accounts, and do a good job in accounting the use of funds; The internal audit department of the company is responsible for auditing and supervising the use and custody of cash management; 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、 Opinions issued by independent directors, board of supervisors and recommendation institutions
(I) opinions of independent directors
We believe that the company's cash management of some idle raised funds is carried out on the premise of ensuring the normal operation of the investment projects of raised funds and the safety of raised funds, which will not affect the normal construction of the company's raised funds and the normal use of the company's raised funds. The company's cash management of idle raised funds this time is conducive to improving the use efficiency of raised funds, increasing capital income and obtaining better return on investment for the company and shareholders. The approval procedures of the proposal comply with the 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, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of minority shareholders. We agree that the company will use the idle raised funds with a total amount of no more than 800 million yuan (including this amount) for cash management. Within the above limit and term, the funds can be recycled and used.
(II) opinions of the board of supervisors
The company plans to use the temporarily idle raised funds with the amount not exceeding RMB 800 million (including this amount) for cash management under the condition of ensuring liquidity and safety and not affecting the normal development of the company's raised funds investment projects, which can improve the use efficiency of raised funds and obtain certain investment income, Seek more return on investment for the company's shareholders. The board of supervisors agrees that the company will use the temporarily idle raised funds with a limit of no more than 800 million yuan (including this amount) for cash management, and within the above limit, the funds can be used on a rolling basis for a period from the date of deliberation and approval by the board of directors to the date of deliberation on the cash management of raised funds in the next year.
(III) verification opinions of the recommendation institution
After verification, the sponsor believes that the company plans to use the temporarily idle raised funds of no more than RMB 800 million (including this amount) for cash management, which has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions and fulfilled the necessary procedures, Comply with 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 guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020) The normative documents and the company's management system for raised funds and other relevant provisions do not change the purpose of the raised funds in a disguised manner, do not affect the normal progress of the investment plan of the raised funds, and can improve the efficiency of the use of funds, which is in line with the interests of the company and all shareholders. The recommendation institution has no objection to the Dbappsecurity Co.Ltd(688023) use of temporarily idle raised funds for cash management.
6、 Online announcement attachment
1. Dbappsecurity Co.Ltd(688023) independent directors' independent opinions on relevant matters of the 15th meeting of the second board of directors;
2. Guotai Junan Securities Co.Ltd(601211) verification opinions on Dbappsecurity Co.Ltd(688023) using temporarily idle raised funds for cash management.
It is hereby announced.
Dbappsecurity Co.Ltd(688023) board of directors February 24, 2022
