Securities code: 002972 securities abbreviation: Shenzhen Keanda Electronic Technology Corp.Ltd(002972) Announcement No.: 2021-067 Shenzhen Keanda Electronic Technology Corp.Ltd(002972)
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.
Shenzhen Keanda Electronic Technology Corp.Ltd(002972) (hereinafter referred to as “the company” or ” Shenzhen Keanda Electronic Technology Corp.Ltd(002972) “) convened the 8th meeting of the 5th board of directors in 2021 and the 7th Meeting of the 5th board of supervisors in 2021 on December 21, 2021, and deliberated and adopted the proposal on cash management using idle raised funds and self owned funds 。 It is agreed that the company will use the idle raised funds of no more than 260 million yuan and its own funds of no more than 300 million yuan for cash management without affecting the normal operation and the construction of investment projects with raised funds. The above amount is effective within 12 months from the date of deliberation and approval by the board of directors, and can be recycled and used within the above amount and period. After the cash management of idle raised funds expires, it will be returned to the special account for raised funds in time. Meanwhile, the board of directors authorizes the chairman of the company or the person authorized by the chairman of the board of directors to sign relevant contract documents within the above limit, including but not limited to selecting the qualified issuer of financial products, clarifying the financial amount, selecting the variety of financial products, signing contracts, etc. The financial department of the company is responsible for organizing the implementation. The relevant matters are hereby announced as follows:
1、 Basic information of raised funds
Approved by the reply on approving Shenzhen Keanda Electronic Technology Corp.Ltd(002972) initial public offering (zjxk [2019] No. 2270) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), on December 18, 2019, Shenzhen Keanda Electronic Technology Corp.Ltd(002972) (hereinafter referred to as “the company”) ）44.08 million shares were issued by the combination of offline inquiry and placement to qualified investors and online pricing issuance to social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market, with an issue price of 11.49 yuan and a total raised capital of 506479200.00 yuan, After deducting relevant issuance expenses, the actual net amount of raised funds is RMB 454490000.00. The raised funds have been transferred to the designated account of the company on December 24, 2019. It was audited by Zhonghua accounting firm (special general partnership) and issued Zhong Hui Zi (2019) No. 7805 capital verification report.
2、 Basic information of investment projects with raised funds
After deducting the issuance expenses, the funds raised by the company’s initial public offering of shares will be invested in the following projects:
No. project name proposed amount of raised funds (10000 yuan)
1 product test center construction project 7809.00
2 automation production base construction project 18929.00
3. Marketing network construction project 5137.00
4. Supplementary working capital 5000.00
5 Rail Transit Intelligent Monitoring and diagnosis system development project 8574.00
Total 45449.00
As of November 30, 2021, the company has used a total of 158847500 yuan of raised funds, and the balance of raised funds is 295642500 yuan. At present, the investment projects with raised funds are advancing steadily. Because the construction of the investment projects with raised funds has a certain periodicity, some of the raised funds will be temporarily idle.
3、 Basic information of cash management using idle raised funds and self owned funds this time
(i) Investment purpose
As the construction of the project invested by the raised funds needs a certain period, according to the construction progress of the project invested by the raised funds, some of the raised funds are idle in the short term. In order to improve the use efficiency of the company’s funds, the company plans to use the temporarily idle raised funds and its own funds for cash management without affecting the construction of investment projects with raised funds and the normal operation of the company, so as to better maintain and increase the value of the company’s cash and protect the interests of the company’s shareholders.
（2） Investment varieties
In order to strictly control the risk, the investment varieties of the raised funds that the company intends to use temporarily idle are investment and financial management varieties with high security, good liquidity, the longest investment period of a single product not exceeding 12 months, and the issuer is a commercial bank, including but not limited to time deposit, structured deposit, notice deposit and other products, and the above products shall not be pledged. The company cannot use such funds to purchase financial products with stocks, interest rates, exchange rates and their derivatives as the main investment targets from banks and other financial institutions.
The company uses its own funds to purchase financial products with medium and low risk, high security, good liquidity and investment period of no more than 12 months issued by commercial banks, securities companies or other financial institutions, including but not limited to bank financial products, national debt reverse repurchase, money market funds, low-risk bonds, trust products, funds, time deposits, structured deposits Call deposits and other financial objects and methods approved according to the company’s internal decision-making procedures, but excluding the investment varieties involved in high-risk investment in the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange.
（3） Investment quota and term
The company plans to use idle raised funds of no more than RMB 260 million (including this amount) and no more than RMB 300 million The self owned funds (including this amount) shall be subject to cash management. The above limit shall be effective within 12 months from the date of deliberation and approval by the board of directors, and can be recycled and used within the above limit and period. The temporarily idle raised funds will be returned to the special account for raised funds in time after the expiration of cash management.
（4） Investment decision and Implementation
After the approval of the board of directors, the chairman of the company or the person authorized by the chairman of the company shall be authorized to sign relevant contract documents within the above limit, including but not limited to selecting the qualified issuer of financial products, clarifying the financial amount, selecting the variety of financial products, signing contracts, etc. the financial department of the company shall be responsible for organizing the implementation.
（5） Information disclosure
The company will timely disclose the specific situation of specific cash management business in accordance with relevant requirements 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 and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020).
4、 Investment risk and risk control measures
(i) Investment risk analysis
1. Although the investment and financial products the company intends to purchase with the temporarily idle raised funds are investment and financial products with high security, good liquidity, the longest investment period of a single product is no more than 12 months, and the issuer is a commercial bank, including fixed deposit, structured deposit, notice deposit and other products, which belong to low-risk investment varieties, 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;
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.
（2） Risk control measures taken by the company for investment risks
1. The company will strictly abide by the principle of prudent investment and select commercial banks with good reputation, strict risk control measures and the ability to ensure capital safety for cash management cooperation;
2. The company will timely analyze and track the investment direction and project progress of financial products for cash management. If risk factors that may affect capital safety are found in the assessment, the company will take corresponding measures in time to control investment risks;
3. The company’s internal audit department is responsible for auditing and supervising the fund use and custody of the cash management financial products, and evaluating the possible risks;
4. 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. The company will perform the obligation of disclosure in a timely manner in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Impact of this cash management event on the company
The varieties of the company’s investment with the temporarily idle raised funds are investment and financial management varieties with high security, good liquidity, the longest investment period of a single product not exceeding 12 months, and the issuer is a commercial bank, including but not limited to time deposit, structured deposit, notice deposit and other products, and the above products shall not be pledged. The company cannot use such funds to purchase financial products with stocks, interest rates, exchange rates and their derivatives as the main investment targets from banks and other financial institutions.
The company uses its own funds to purchase financial products with medium and low risk, high security, good liquidity and investment period of no more than 12 months issued by commercial banks, securities companies or other financial institutions, including but not limited to bank financial products, national debt reverse repurchase, money market fund low-risk bonds, trust products, funds, time deposits, structured deposits Call deposits and other financial objects and methods approved according to the company’s internal decision-making procedures, but excluding the investment varieties involved in high-risk investment in the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange.
The purpose of using temporarily idle funds for cash management this time is to control risks, try our best to maintain and increase the value of cash assets, improve the use efficiency of funds, maximize the interests of the company and shareholders, and will not affect the normal development of the company’s fund-raising project construction and main business, and there is no disguised change in the purpose of the fund-raising.
6、 Relevant review and approval procedures
On December 21, 2021, the company held the 8th meeting of the 5th board of directors in 2021 and the 7th Meeting of the 5th board of supervisors in 2021, deliberated and adopted the proposal on cash management with idle raised funds and self owned funds, and the independent directors of the company clearly agreed to the proposal.
(i) Opinions of the board of supervisors
The company’s decision-making procedures for cash management with idle raised funds and self owned funds comply with relevant regulations, and on the premise of ensuring that the construction of raised funds and the company’s daily operation are not affected, The use of idle raised funds of no more than 260 million yuan (including this amount) and self owned funds of no more than 300 million yuan (including this amount) for cash management is conducive to improving the use efficiency of funds, and there is no situation of changing the investment direction of raised funds or damaging the interests of shareholders. The board of supervisors of the company agrees that the company will use idle raised funds and self owned funds for cash management this time. （2） Opinions of independent directors
The company’s use of temporarily idle raised funds and its own funds for cash management is carried out on the premise of ensuring the safety of the funds required for the company’s raised investment projects and the principal of the raised funds, will not affect the normal construction of the company’s raised funds and the normal development of its main business, will not change the purpose of the raised funds in a disguised manner, and can effectively improve the efficiency of fund use, Obtaining certain investment benefits can further improve the company’s performance level and seek more investment returns for the company and shareholders, which is in line with 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 Shenzhen Stock Exchange The guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and other relevant provisions. The deliberation and voting procedures of the board of directors on the above proposals comply with the requirements of laws, regulations and relevant systems. We unanimously agree that the company uses idle raised funds of no more than 260 million yuan (including this amount) and no more than 300 million yuan (including this amount) self owned funds are used for cash management.
（3） Opinions of the sponsor
The sponsor verified the company’s plan to use idle raised funds and self owned funds for cash management this time, and considered that the company’s plan to use idle raised funds and self owned funds for cash management this time had been deliberated and approved at the eighth meeting of the Fifth Board of directors in 2021 and the seventh meeting of the Fifth Board of supervisors in 2021, and the independent directors of the company expressed explicit consent, It has fulfilled the necessary internal examination and approval procedures and complied with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange Guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies And other relevant laws and regulations, there is no conflict with the implementation plan of the investment project with raised funds, does not affect the normal construction of the investment project with raised funds, and does not change the investment direction of raised funds in a disguised manner and harm the interests of shareholders.
7、 Documents for future reference
1. Resolutions of the 8th meeting of the 5th board of directors in 2021;
2. Independent opinions of independent directors on matters related to the resolution of the eighth meeting of the Fifth Board of directors in 2021;
3. Resolutions of the 7th Meeting of the 5th board of supervisors in 2021;
4. China Greatwall Securities Co.Ltd(002939) verification opinions on Shenzhen Keanda Electronic Technology Corp.Ltd(002972) using idle raised funds and idle self owned funds for cash management.
It is hereby announced.
Shenzhen Keanda Electronic Technology Corp.Ltd(002972) board of directors December 22, 2021
