Securities code: 002599 securities abbreviation: Beijing Shengtong Printing Co.Ltd(002599) Announcement No.: 2021107 Beijing Shengtong Printing Co.Ltd(002599)
Announcement on temporarily replenishing working capital with some idle raised funds
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.
Beijing Shengtong Printing Co.Ltd(002599) (hereinafter referred to as “the company”) convened the 12th (Interim) meeting of the 5th board of directors in 2021 and the 11th meeting of the 5th board of supervisors in 2021 on December 24, 2021, and deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital , it is agreed that the company will temporarily supplement the working capital with some idle funds of the publishing service cloud platform project with a maximum amount of no more than 20 million yuan, and the service life shall not exceed 12 months. Huatai United Securities Co., Ltd., an independent financial consultant of the company, issued verification opinions on the temporary supplement of working capital with some idle raised funds. The independent directors of the company expressed their opinions on temporarily replenishing working capital by using some idle raised funds.
1、 Basic information of raised funds
Approved by the reply on approving Beijing Shengtong Printing Co.Ltd(002599) to issue shares to Hou Jinggang and others to purchase assets and raise supporting funds (zjxk [2016] No. 3194) of the CSRC, Beijing Shengtong Printing Co.Ltd(002599) was approved to implement the non-public offering of RMB common shares on December 28, 2016 (A shares) 10050492 shares raised matching funds at the issue price of RMB 30.30 per share. The total amount of funds raised in this non-public offering is RMB 304529907.6. After deducting the relevant expenses of this offering, the net amount of funds raised is RMB 293530990.41. All the above-mentioned funds have been in place and approved by Lixin Certified Public Accountants (special general partnership) issued the capital verification report (xksbz [2017] No. zb10026) for verification and confirmation.
The company has adopted the special account storage management for the raised funds, and signed the tripartite supervision agreement for raised funds with the independent financial consultant and the bank opening the special account for raised funds. The company has deposited the raised funds in the special account for raised funds opened in the above bank.
2、 Use plan of raised funds
In accordance with the decision on
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And its abstract, and the proposal on adjusting the specific scheme of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions deliberated and adopted at the first extraordinary meeting of the third board of directors in 2017 held on January 20, 2017. The company plans to use the raised funds for the following projects respectively:
No. purpose and amount of raised funds (yuan)
1. Cash consideration for major asset restructuring 30530000.00
2. Intermediary fee: 13600000.00
3. Publishing service cloud platform project 120399907.60
4. Repayment of bank loan 80000000.00
5. Supplement the working capital of the listed company 60000000.00
Total 304529907.60
3、 Use of raised funds
As of December 17, 2021, the company’s use of supporting funds raised by issuing shares is as follows:
Unit: Yuan
The total investment of the raised funds of the committed investment project will be up to December 2021. As of December 2021, the project will reach the expected amount on the 17th, the investment amount on the 17th, the investment progress and use status date on the 17th
Acquisition of Beijing Lebo
Department with 100% equity 30530000.0030530000.00100% – Yunping publishing service for cash consideration
Item 120399907.6099251362.2082 43%2022/12/31
Supplementary listed companies
Working capital 60000000.0060000000.0060000000.00100%——
Repayment of bank loan 80000000.0080000000.00100%——
4、 Temporary replenishment of working capital with some idle raised funds this time
According to the implementation progress of the investment projects raised by the listed company, it is expected that some of the raised funds of the listed company will remain idle in the next 12 months. In order to improve the use efficiency of the raised funds, reduce financial expenses and reduce operating costs, on the premise of ensuring the capital demand for the construction of the investment projects with raised funds and the normal use plan of the raised funds, the listed company plans to temporarily supplement the working capital with some idle raised funds of the publishing service cloud platform project, with a maximum amount of no more than 20 million yuan, The service life shall not exceed 12 months, and the specific time shall be calculated from the date of deliberation and approval by the board of directors of the company. After the expiration, the listed company will return this part of the funds to the special account for raised funds in time and in full. If the implementation progress of the raised investment project exceeds the current expectation, the listed company will make timely repayment with its own funds or bank loans at any time to ensure the progress of the project. The replenishment of working capital with the raised funds is expected to save the company about 760000 yuan in financial expenses (calculated according to the 1-year loan market quotation rate (LPR) of 3.8% published by the national interbank lending center authorized by the people’s Bank of China on December 20, 2021, which is only the calculation data and does not constitute the company’s commitment).
The listed company promises that the temporary replenishment of working capital is limited to the production and operation related to the main business, and will not be used for non production and operation purposes such as placement of new shares, subscription, stock and its derivatives, convertible corporate bond trading, etc. through direct or indirect arrangements; It will not change the purpose of the raised funds in disguise, nor will it affect the normal progress of the investment plan of the raised funds.
5、 Opinions issued by independent directors, board of supervisors and independent financial advisers
1. Opinions of independent directors
The company used idle raised funds to temporarily supplement working capital, fulfilled the necessary approval procedures, complied with the provisions of relevant laws, regulations and normative documents, improved the use efficiency of raised funds and reduced the company’s financial expenses; Meet the actual needs of the company’s production and operation and the interests of the company and all shareholders; There is no damage to the legitimate interests of the company and shareholders, especially minority shareholders, and there is no change or disguised change in the purpose of the raised funds; It does not affect the normal operation of the investment projects with raised funds, and complies with the 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 standardized operation of listed companies of Shenzhen Stock Exchange and the relevant provisions of the company’s raised funds management system. In conclusion, we agree that the company can temporarily supplement the working capital with the idle fund of the publishing service cloud platform project with a maximum amount of no more than 20 million yuan, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors. 2. Opinions of the board of supervisors
The company uses some idle raised funds with a maximum amount of no more than RMB 20 million for the publishing service cloud platform project to temporarily supplement working capital, which is conducive to improving the use efficiency of funds, reducing the company’s operating costs and in line with the interests of all shareholders. The use of some idle raised funds to supplement the working capital temporarily is limited to the production and operation related to the main business, and will not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements; It will not change the purpose of the raised funds, nor will it affect the normal progress of the investment plan of the raised funds. Therefore, the company agrees to use some idle raised funds to supplement working capital temporarily.
3. Opinion of independent financial adviser
After verification, the independent financial adviser believes that Beijing Shengtong Printing Co.Ltd(002599) plans to use some idle raised funds to supplement working capital temporarily, which is conducive to reducing the company’s financial expenses, meeting the needs of the company’s business development, improving the use efficiency of raised funds, and in line with the interests of all shareholders. The use of the above raised funds does not change the purpose of the raised funds and damage the interests of shareholders. The above-mentioned plan for the use of raised funds has been reviewed and approved by the board of directors and the board of supervisors, and the independent directors have expressed their consent. After necessary legal procedures, it complies with the relevant provisions of laws and regulations on the use of raised funds of listed companies.
Huatai United Securities, an independent financial consultant, has no objection to Beijing Shengtong Printing Co.Ltd(002599) temporarily replenishing working capital with part of the raised funds.
6、 Documents for future reference
1. Resolutions of the 12th (Interim) meeting of the 5th board of directors in 2021;
2. Resolutions of the 11th meeting of the 5th board of supervisors in 2021;
3. Independent opinions of independent directors on matters related to the 12th (Interim) meeting of the Fifth Board of directors in 2021;
4. Verification opinions of Huatai United Securities Co., Ltd. on Beijing Shengtong Printing Co.Ltd(002599) using some idle raised funds to temporarily supplement working capital.
It is hereby announced!
Beijing Shengtong Printing Co.Ltd(002599) board of directors December 26, 2021
