Securities code: 688598 securities abbreviation: Kbc Corporation Ltd(688598) Announcement No.: 2022-017 convertible bond Code: 118001 convertible bond abbreviation: Jinbo convertible bond
On the use of some temporarily idle raised funds and self owned funds
Announcement of 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.
Kbc Corporation Ltd(688598) (hereinafter referred to as Kbc Corporation Ltd(688598) “or” the company “) held the 33rd meeting of the second board of directors and the 23rd Meeting of the second board of supervisors on February 25, 2022, and deliberated and adopted the proposal on Kbc Corporation Ltd(688598) using part of idle raised funds for cash management and the proposal on Kbc Corporation Ltd(688598) using part of idle self owned funds for cash management, It is agreed that the company will use idle raised funds (including funds raised from initial public offering and public offering of convertible bonds) with a maximum amount of no more than 500 million yuan (including this amount) and idle own funds of no more than 800 million yuan (including this amount) for cash management in a timely manner without affecting the construction and use of investment projects with raised funds. The above matters do not need to be submitted to the general meeting of shareholders for deliberation, and the quota can be recycled and rolled within the use authorization period. The details are as follows: I. Basic information of raised funds
1. Initial public offering
According to the review opinions and approval of Shanghai Stock Exchange on the company’s initial public offering and listing on the science and innovation board, and the reply on Approving the registration of Kbc Corporation Ltd(688598) initial public offering issued by China Securities Regulatory Commission on April 15, 2020 (zjxk [2020] No. 719), the company is allowed to publicly issue 20000000 RMB ordinary shares to the public, The par value of each share is RMB 1.00, the issue price is RMB 47.20, and the total amount of funds raised is RMB 944000000.00. After deducting underwriting and recommendation fees, lawyer fees, audit and verification fees, information disclosure fees and other expenses, the total amount is RMB 78727924.53 (excluding tax). The actual net amount of funds raised this time is RMB 865272075.47.
The above funds were received on May 12, 2020. Tianzhi International Certified Public Accountants (special general partnership) verified the availability of the funds raised by the company’s public offering of shares, and issued the capital verification report (tzyz [2020] No. 27150) on May 12, 2020.
2. Issue convertible corporate bonds to unspecified objects
On April 28, 2021, the registration was approved by the 26th review meeting of the science and Innovation Board Listing Committee of Shanghai Stock Exchange in 2021, and on June 9, 2021, the registration was approved by the reply on approving Kbc Corporation Ltd(688598) the registration of issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 1984) of China Securities Regulatory Commission, The company is approved to issue convertible corporate bonds with a total face value of 599.901 million yuan (hereinafter referred to as “convertible bonds”) to unspecified objects. The number of convertible bonds issued by the company this time is 5999010, each with a face value of RMB 100, which is issued at face value. The total fund raised by the company in issuing convertible corporate bonds to unspecified objects is RMB 599901000.00. After deducting the expenses of recommendation and underwriting, audit fees, lawyer fees, credit rating fees, information disclosure and issuance procedures, the total amount is RMB 5662685.24 (excluding tax), and the net amount of actually raised funds is RMB 594238314.76.
The above funds were received on July 29, 2021. Tianzhi International Certified Public Accountants (special general partnership) verified the availability of the funds raised by the company and issued the capital verification report (tzyz [2021] No. 36586) on July 29, 2021.
2、 The use of some idle raised funds and self owned funds for cash management this time
In accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, in order to improve the efficiency of fund use, without affecting the normal implementation of the company’s raised investment projects and ensuring the safety of raised funds, The company plans to use some temporarily idle raised funds and its own funds for cash management. The details are as follows:
(I) investment purpose
In order to improve the efficiency of raised funds and self owned funds, make rational use of some idle raised funds and self owned funds, increase the company’s income and obtain more returns for the company and shareholders without affecting the construction and use of raised funds and the safety of raised funds and self owned funds.
(II) types of investment products
In order to improve the use efficiency of funds, the company will strictly control risks in accordance with relevant regulations, use temporarily idle raised funds and self owned funds to buy investment products of banks, securities and other financial institutions with high safety and good liquidity, and such investment products shall not be used for pledge or investment for the purpose of securities investment.
(III) investment amount and term
It is planned to use some idle raised funds with a maximum amount of no more than 500 million yuan (including this amount) and some idle self owned funds with a maximum amount of no more than 800 million yuan (including this amount) for cash management. The investment period of some idle raised funds is effective within 12 months from the expiration date of the last authorization (May 19, 2022), and the investment period of self owned funds is from the board of directors It shall be valid within 12 months from the date of deliberation and approval by the board of supervisors, and the funds within the limit can be recycled and rolled, that is, the total principal amount of undue investment products held at any time during the investment period shall not exceed the amount approved by the board of directors.
(IV) distribution of cash management income
The income obtained from the company’s use of temporarily idle raised funds for cash management will be preferentially used to make up the insufficient investment amount of raised investment projects and the working capital required by the company’s daily operation, and will be managed and used in strict accordance with the requirements of the CSRC and Shanghai Stock Exchange on the supervision measures of raised funds. After the cash management expires, it will be returned to the special account for raised funds.
The company can reduce idle funds and obtain certain investment income through appropriate and timely cash management of its own funds temporarily idle.
(V) implementation mode
Within the above scope, the general manager of the company is authorized to decide to purchase specific financial products and sign relevant documents, including but not limited to selecting qualified issuers of financial products, clarifying financial amount, selecting varieties of financial products, signing contracts, etc. the specific matters shall be organized and implemented by the financial department of the company.
(VI) information disclosure
The company will comply with the provisions and requirements of relevant laws and regulations 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, and the self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, Timely disclose the specific situation of cash management of raised funds and self owned funds.
3、 Impact on the company
The company’s cash management of idle raised funds and self owned funds is based on effective control. During implementation, it will ensure the normal operation and capital safety of the company, do not affect the normal turnover of the company’s daily funds or the development of the company’s main business and the normal progress of the investment plan of raised funds, and do not change the purpose of raised funds in a disguised manner. Appropriate and timely cash management of temporarily idle raised funds and self owned funds can reduce idle funds and obtain certain investment income, which is conducive to improving the overall performance level of the company and obtaining more investment returns for the company and shareholders.
4、 Relevant risks and risk control measures
(I) investment risk
Although the company plans to choose cash management products of low-risk investment varieties, the financial market is greatly affected by the macro-economy. The company will intervene in a timely and appropriate manner 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.
(II) risk control measures
The company will handle relevant cash management business in strict accordance with relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange Kechuang board, the self regulatory guidelines for companies listed on Shanghai Stock Exchange Kechuang board No. 1 – standardized operation, as well as the articles of association and raised funds management system, and timely analyze and track the operation of cash investment products, If adverse factors are found or judged, corresponding measures will be taken in time to control investment risks; The Audit Department of the company is the supervision department of cash investment products, which has the right to audit and supervise the matters of cash investment products of the company; Independent directors and the board of supervisors have the right to supervise and inspect the use of funds and cash management of the company; The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shanghai Stock Exchange.
6、 Decision making procedures for performance
The 33rd meeting of the second board of directors and the 23rd Meeting of the second board of supervisors were held on February 25, 2022. The proposal on Kbc Corporation Ltd(688598) using some idle raised funds for cash management and the proposal on Kbc Corporation Ltd(688598) using some idle self owned funds for cash management were considered and adopted, It is agreed that the company will use idle raised funds with a maximum amount of no more than 500 million yuan (including this amount) and idle self owned funds with a maximum amount of no more than 800 million yuan (including this amount) to carry out cash management in a timely manner without affecting the construction and use of investment projects with raised funds. The above resolutions do not need to be submitted to the general meeting of shareholders for deliberation, and the quota can be recycled and rolled within the use authorization period. The board of supervisors and independent directors of the company expressed clear consent to the above matters of using some temporarily idle raised funds and self owned funds for cash management. 7、 Special opinions
(I) opinions of independent directors
The independent directors believe that the company uses idle raised funds and idle self owned funds to conduct cash management in a timely manner, and the contents and review procedures comply with relevant laws and regulations such as regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, self regulatory guidelines for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation Regulations and other normative documents and the company’s management system for raised funds, and the company’s use of some idle raised funds for cash management does not conflict with the construction content of the raised funds investment project, does not affect the normal implementation of the raised funds investment project, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of the company’s shareholders, In line with the practical needs of the company’s development interests, it is conducive to improving the company’s capital use efficiency and obtaining good capital return. It is agreed that the company will use idle raised funds with a maximum amount of no more than 500 million yuan (including the principal) and idle self owned funds with a maximum amount of no more than 800 million yuan (including the principal) for cash management in a timely manner. Within the above-mentioned amount and period, Funds can be recycled and used on a rolling basis.
(II) opinions of the board of supervisors
The board of supervisors believes that the company’s use of idle raised funds and idle self owned funds for timely cash management is conducive to improving the use efficiency of raised funds and self owned funds, will not affect the use of raised funds, will not change the purpose of raised funds in a disguised manner, and will not damage the interests of the company and all shareholders, Relevant approval procedures comply with laws and regulations and the provisions of the company’s management system for the use of raised funds. It is agreed that the company will use idle raised funds with a maximum amount of no more than 500 million yuan (including this amount) and idle self owned funds with a maximum amount of no more than 800 million yuan (including this amount) for cash management in a timely manner. Within the above-mentioned amount and period, the funds can be used in a circular and rolling manner.
(III) verification opinions of the recommendation institution
After verification, the recommendation institution Haitong Securities Company Limited(600837) believes that the company’s use of some idle raised 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 does not need to be submitted to the general meeting of shareholders of the company for deliberation and approval; By investing in financial products with high safety and good liquidity, the company can improve the use efficiency of funds, does not involve changing the purpose of raised funds in disguise, does not affect the normal progress of the investment plan of raised funds, and complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies Relevant provisions such as self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the company’s fund-raising management system. The recommendation institution has no objection to the cash management of the company’s use of some idle raised funds this time.
8、 Online announcement attachment
1. Independent opinions of Kbc Corporation Ltd(688598) independent directors on matters related to the 33rd meeting of the second board of directors.
2. Opinions on Haitong Securities Company Limited(600837) verification of Kbc Corporation Ltd(688598) using some idle raised funds for cash management.
It is hereby announced.
Kbc Corporation Ltd(688598) board of directors
February 26, 2022
