Securities code: 002180 securities abbreviation: Ninestar Corporation(002180) Announcement No.: 2021-135 Ninestar Corporation(002180)
Announcement on using some idle raised funds for cash management
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
Ninestar Corporation(002180) (hereinafter referred to as “the company”) held the 26th meeting of the 6th board of directors and the 21st Meeting of the 6th board of supervisors on December 23, 2021, and deliberated and adopted the proposal on cash management using some idle raised funds respectively. According to the China Securities Regulatory Commission (hereinafter referred to as “the CSRC”) 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 standardized operation of listed companies of Shenzhen Stock Exchange and the company’s management system for raised funds and other relevant provisions, in line with the principle of maximizing the interests of shareholders, in order to improve the efficiency of the use of raised funds, Under the condition of ensuring that the construction of the raised funds and the use of the raised funds are not affected, the company plans to use the temporarily idle raised funds with a maximum amount of no more than RMB 700 million for cash management and timely purchase the bank property products with high safety, good liquidity and short-term Principal Guaranteed. This matter needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation. The details are hereby announced as follows:
1、 Basic information of raised funds
(i) Funds raised by issuing shares in 2015
The reply on approving Zhuhai aipaike Technology Co., Ltd. to issue shares to Zhuhai Saina Printing Technology Co., Ltd. to purchase assets and raise supporting funds issued by China Securities Regulatory Commission on September 17, 2015 (CSRC license [2015] No. 2124), the purchase price of the consumables asset group held by the company is RMB 2250000000.00, and the company pays all the purchase price of the consumables asset group in the form of new shares, with an issue price of RMB 20.49 per share, The company issued 109809663 RMB common shares (A shares) to Saina technology. On October 8, 2015, the shares issued by the company to Saina technology were approved by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the registration, custody and listing procedures of new shares have been completed, and the issuance of shares has been completed.
According to the non-public offering plan, The company was approved to issue 36603221 RMB common shares (A shares) to four specific objects in a non-public manner, with an issue price of 20.49 yuan per share and a total raised capital of 74999998.29 yuan. After deducting the issue expenses of 28566164.16 yuan, the actual net raised capital was 721433834.13 yuan, and the raised capital was deposited in China Construction Bank Corporation(601939) Zhuhai branch special account. The above raised funds have been verified by Lixin Certified Public Accountants (special general partnership) and issued the capital verification report (xksbz [2015] No. 410572).
（2） Funds raised from non-public offering of shares in 2017
With the approval of the reply on approving Ninestar Corporation(002180) non-public Development Bank shares (zjxk [2017] No. 1803) issued by the CSRC on October 11, 2017, the company issued RMB ordinary shares in the form of non-public offering (A shares) 51640230 shares, with the issue price of 27.74 yuan per share and the total raised funds of 1432499980.20 yuan. After deducting the issue expenses of 25247830.00 yuan, the actual net raised funds are 1407252150.20 yuan, and the raised funds are deposited in the special account of China Citic Bank Corporation Limited(601998) Zhuhai branch. The above raised funds have been collected by Lixin certified public accountants (special general partnership) verify and issue the capital verification report (xksbz [2017] No. zc10722).
（3） Funds raised by non-public offering of shares in 2021
The reply on Approving the application of Ninestar Corporation(002180) to issue shares to Wang Dongying and others to purchase assets and raise supporting funds (CSRC license [2021]) issued by China Securities Regulatory Commission on September 30, 2021 No. 3170) approved that the purchase price of issuing shares and paying cash to purchase assets is RMB 660 million. The company pays all the purchase price in the form of new shares and paying cash. 171136112 RMB ordinary shares (A shares) were issued by means of non-public offering, with an issue price of 29.31 yuan per share, a share payment consideration of 5015999700 yuan and a cash payment consideration of 1584.0261 million yuan.
According to the non-public offering plan, The company was approved to issue 155714730 RMB ordinary shares (A shares) to 18 specific objects in a non-public manner, with an issue price of 32.11 yuan per share and a total raised capital of 499999980.30 yuan. After deducting the issue expenses of 36577412.83 yuan, the actual net raised capital was 4963422567.46 yuan. The raised capital was deposited in China Citic Bank Corporation Limited(601998) Zhuhai branch, Ping An Bank Co.Ltd(000001) Zhuhai branch and Industrial And Commercial Bank Of China Limited(601398) special account of Zhuhai Jida sub branch. The above raised funds have been verified by Lixin Certified Public Accountants (special general partnership) and issued the capital verification report of “Xin Kuai Shi Bao Zi [2021] No. zm10120”.
2、 Use of raised funds
As of December 20, 2021, the use and balance of the company’s raised funds are as follows:
Unit: RMB 10000
amount of money
Shares issued in 2021
Shares issued in 2015
Non public opening and cash payment of the project in 2017
Purchase of assets and subtotal
Issue shares to purchase assets and raise funds
Raise supporting funds
Collection of supporting funds
Received amount of raised funds 300000.00143250.00500000.00943250.00
Less: issuance expenses 2856.622524.793657.749039.15
The net amount of actually raised funds is 297143.38140725.21496342.26934210.85
Less: as of the end of the period, the accumulated used raised funds were 280690.8892996.10291790.79665477.77
Including: as of the beginning of this year, the accumulated used raised funds were 272834.5183554.65356389.16
The funds used for the projects invested by the raised funds this year were 7856.379441.45291790.79309088.61
Less: surplus funds are used to permanently supplement working capital 1703.211703.21
Add: outstanding issuance fee 457.74457.00 seventy-four
The balance of unused raised funds is 14749.2947729.11205009.20267487.60
Less: transfer out funds, financial management and interest income minus handling charges
Net 20.0420 04
Plus: handling fee deducted from financial management and interest income of raised funds
Net 6469.826905.32123 7413,498.92
As of the end of the period, the balance of the raised funds account was 21199.1154634.43205132.94280966.48
As the construction of the project invested by the raised funds needs a certain period, the company has some idle funds at this stage according to the construction progress of the project invested by the raised funds. In order to improve the use efficiency of the company’s funds, under the condition of not affecting the construction of investment projects with raised funds and the normal operation of the company, the rational use of some temporarily idle raised funds for cash management can increase the capital income and obtain more returns for the company and shareholders.
3、 Basic information of cash management using idle raised funds this time
Combined with the promotion of the company’s raised investment projects and the temporary idleness of some of the company’s raised funds. In line with the principle of maximizing the interests of shareholders, in order to improve the use efficiency of raised funds, the company plans to use part of the temporarily idle raised funds with a maximum amount of no more than RMB 700 million for cash management and timely purchase bank financial products with high safety, good liquidity and short-term principal guaranteed under the condition of ensuring that the construction of raised funds and the use of raised funds are not affected. The details are as follows:
(i) Variety of financial products
In order to control risks, the financial products purchased by the company with idle raised funds are short-term Principal Guaranteed bank financial products with high security, good liquidity, low risk and income significantly higher than the bank deposit interest rate in the same period (with a term of no more than 12 months). They do not involve the types of venture capital specified by Shenzhen Stock Exchange, and the invested products do not have pledge, etc.
（2） Purchase quota
The idle raised funds for purchasing short-term Principal Guaranteed bank financial products within 12 months shall not exceed RMB 700 million, and the funds can be used in a rolling manner within this limit. The details are as follows:
1. Use the shares issued in 2015 to purchase assets and raise supporting funds, and the idle raised funds shall not exceed RMB 200 million;
2. Use the shares issued and cash paid in 2021 to purchase assets and raise supporting funds, and the idle raised funds shall not exceed RMB 500 million.
（3） Implementation mode
Within the limit, the board of directors of the company authorizes the operation and management of the company to exercise the investment decision-making power and sign relevant contract documents, including but not limited to: selecting the qualified issuer of financial products, clarifying the financial amount, period, selecting the variety of financial products, signing contracts and agreements, etc. The financial department of the company is responsible for the specific implementation. The above authorization shall be valid within 12 months from the date of deliberation and approval at the first extraordinary general meeting of shareholders in 2022. （4） Information disclosure
After investing in financial products through cash management, the company will timely perform the obligation of information disclosure, including the name, amount, deadline and other contents of the financial products purchased this time; When the financial situation of the product issuer deteriorates and the invested products face losses and other major adverse factors, the company will also timely disclose, prompt the risks and disclose the risk control measures taken to ensure the safety of funds.
4、 Investment risk and risk control measures
(i) Investment risk
Main risks faced by investment in principal guaranteed financial products:
1. Although bank financial products belong to principal guaranteed investment varieties, the financial market is greatly affected by the macro economy. The company will intervene in a timely and appropriate amount according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by severe market fluctuations;
2. Risk of deposit and use of funds;
（2） Risk control measures
1. The company will strictly abide by the principle of prudent investment and choose principal guaranteed investment varieties. The finance department will pay real-time attention to and analyze the investment direction and progress of financial products. Once it is found or judged that there are factors affecting the income of financial products, it shall timely inform the company’s operation and management, and take corresponding preservation measures to control the investment risk to the greatest extent and ensure the safety of funds. The principal guaranteed financial products and other financial assets held by the company cannot be used for pledge;
2. A sound and complete accounting book should be established for the economic activities of fund utilization
