Securities code: Eastroc Beverage (Group) Co.Ltd(605499) securities abbreviation: Eastroc Beverage (Group) Co.Ltd(605499) Announcement No.: 2022020
Eastroc Beverage (Group) Co.Ltd(605499) (Group) Co., Ltd
Announcement on using idle raised funds for cash management in 2022
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:
● entrusted financial management trustee: commercial banks and other financial institutions.
● the amount of entrusted financial management: no more than 500 million yuan of idle raised funds.
● type of entrusted financial products: financial products with high security, good liquidity and low risk.
● term of entrusted financial management: from the date of deliberation and approval by the general meeting of shareholders to the date of holding the annual general meeting of shareholders in 2022, within the above use term and limit, the funds can be recycled and rolled.
● review procedures performed: Eastroc Beverage (Group) Co.Ltd(605499) (Group) Co., Ltd. (hereinafter referred to as "the company" or "the company") held the 13th meeting of the second board of directors and the 12th meeting of the second board of supervisors on February 25, 2022, and deliberated and adopted the proposal on cash management using idle raised funds in 2022 respectively The board of supervisors issued clear consent opinions respectively, and the recommendation institution issued clear verification opinions on this matter. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 1、 Basic information of raised funds
With the approval of the reply on the approval of Eastroc Beverage (Group) Co.Ltd(605499) initial public offering of shares (zjxk [2021] No. 1572) issued by the China Securities Regulatory Commission, 40010000 RMB ordinary shares (A shares) were issued in the initial public offering. The total amount of funds raised was 185126270000 yuan, and the net amount of funds raised after deducting the issuing expenses was 173192675855 yuan, The above funds were put in place on May 21, 2021, and the capital verification report (PWC ztyz (2021) No. 0529) was verified and issued by PwC Zhongtian Certified Public Accountants (special general partnership).
2、 Basic information of cash management using idle raised funds this time
(I) purpose of cash management
In order to improve the use efficiency of the raised funds, the company and its wholly-owned subsidiaries reasonably use the temporarily idle raised funds for cash management without affecting the normal progress of the investment plan of the raised funds, so as to increase the company's income and create more investment income for the company and all shareholders.
(II) source of funds
The funds used in this investment are idle raised funds of the company, which will be implemented on the premise of ensuring that the normal progress of the raised funds investment plan of the company and its wholly-owned subsidiaries will not be affected.
(III) types of financial products
The company's idle investment products must meet the following risk control conditions:
1. High safety and low risk;
2. Good liquidity, which shall not affect the normal operation of the investment plan of the raised funds;
3. Investment products shall not be used for pledge.
(IV) amount and term of financial products
The company and its wholly-owned subsidiaries intend to use the idle raised funds of no more than RMB 500 million for cash management. The service life of the investment products is from the date of deliberation and approval of the general meeting of shareholders to the date of holding the annual general meeting of shareholders in 2022. The service life of the investment products is no longer than the above authorized service life and no more than 12 months. Within the above service life and amount, Funds can be recycled and used on a rolling basis.
(V) information disclosure
The company will timely disclose the specific situation of the company's cash management in accordance with the requirements of relevant laws, 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 stock listing rules of Shanghai Stock Exchange and the measures for the management of raised funds by listed companies of Shanghai Stock Exchange (revised in 2013), The purpose of the raised funds will not be changed in disguise.
(VI) income distribution mode
The income obtained from cash management with temporarily idle raised funds shall be owned by the company, 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 expiration of cash management, it will be returned to the special account for raised funds.
3、 Risk control measures
1. Control security risks
The management of the company arranges relevant personnel of the investment department to analyze, evaluate, suggest and track the implementation of financial products, and has established a relatively perfect authorization and control system, which can make prudent decision-making and approval. During the investment period, once the person in charge judges or finds that there are adverse factors, the company will take corresponding preservation measures in time to control the investment risk to the greatest extent and ensure the safety of funds.
2. Prevent liquidity risk
The company will select the appropriate types and duration of financial products according to the use plan of raised funds to ensure that the normal use of raised funds will not be affected. The company's independent directors, the audit committee of the board of directors, the board of supervisors and the recommendation institution have the right to supervise and inspect the use of the raised funds, and can hire professional institutions to audit when necessary, and the expenses shall be borne by the company. The investment scope of this investment and financial management is financial products with high security, good liquidity and low risk, and the investment products shall not be used for pledge.
4、 Impact on the company
Under the condition of ensuring the normal construction of the investment projects with raised funds, the company uses the temporarily idle raised funds for cash management, which will not affect the normal construction of the investment projects with raised funds, and there is no behavior of changing the purpose of the raised funds in disguise. At the same time, it can improve the efficiency of the use of funds, increase the income level of the company and obtain better investment returns for shareholders.
5、 Risk tips
Although financial products are investment varieties with high security and good liquidity, the financial market is greatly affected by the macro-economy. The company will intervene timely and appropriately 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.
6、 Implementation of decision-making procedures and opinions of the board of supervisors, independent directors and recommendation institutions
(I) implementation of decision-making procedures
This matter has been deliberated and adopted at the 13th meeting of the second board of directors and the 12th meeting of the second board of supervisors. The independent directors and the board of supervisors of the company have issued clear consent opinions respectively, and the recommendation institution has issued clear verification opinions on this matter. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation. Within the specified limit, the chairman of the company is authorized to exercise relevant decision-making power and sign relevant documents. His authority includes but is not limited to selecting qualified issuers of financial products, determining financial amount, selecting financial products, signing relevant contracts and agreements, etc. The investment department of the company is responsible for handling relevant matters.
(II) opinions of independent directors
On the premise of ensuring that the implementation of the investment projects of the raised funds and the safety of the raised funds will not be affected, the company and its subsidiaries will use cash management within the range of no more than 500 million yuan. The purchase principle is financial products with high safety, low risk and good liquidity, which will not affect the normal progress of the investment plan of the raised funds. Within the above use period and limit, Funds can be recycled and used on a rolling basis.
The chairman of the company is authorized to determine the specific implementation of the purchase of financial products and other related matters, which is in line with the actual situation of the company and conducive to the long-term development of the company. The proposal is agreed and submitted by the board of directors to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) opinions of the board of supervisors
The company is in sound financial condition. On the premise of ensuring the normal operation of the company and the fund demand of raised projects, the company uses idle raised funds for cash management, which is conducive to improving the efficiency of fund use, reducing financial costs, obtaining certain investment income, and will not affect the normal development of the company's main business, the normal operation of raised projects and the purpose of raised funds. Comply with relevant laws and regulations and the provisions of the articles of association, and will not adversely affect the company's production and operation and the implementation of raised investment projects, and there is no damage to the interests of the company and shareholders.
(IV) opinions of the recommendation institution
At present, the company's operation is in good condition. On the premise of ensuring the fund demand, fund safety and investment risk of the company's investment projects with raised funds are effectively controlled, the company uses idle raised funds for cash management. There is no behavior of changing the purpose of raised funds in a disguised form, which is in line with the interests of the company and all shareholders. The proposal of using idle raised funds for cash management of the company has been deliberated and approved at the 13th meeting of the second board of directors and the 12th meeting of the second board of supervisors, and the independent directors of the company have also expressed their explicit consent. The proposal needs to be submitted to the 2021 annual shareholders' meeting of the company for deliberation.
In conclusion, the recommendation institution has no objection to the company's use of idle raised funds for cash management.
7、 Documents for future reference
1. Resolutions of the 13th meeting of the second board of directors;
2. Resolutions of the 12th meeting of the second board of supervisors; 3. Independent opinions of independent directors on matters related to the 13th meeting of the second board of directors of the company; 4. Verification opinions of the recommendation institution on relevant matters under discussion. It is hereby announced.
Eastroc Beverage (Group) Co.Ltd(605499) (Group) Co., Ltd. board of directors February 28, 2022
