Securities code: 605151 securities abbreviation: West Shanghai Automotive Service Co.Ltd(605151) Announcement No.: 2021-057 West Shanghai Automotive Service Co.Ltd(605151)
Announcement on the use of some temporarily idle raised funds for 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Entrusted financial management trustee: the entrusted financial management trustee is a financial institution with legal business qualification. Amount and term of this cash management: West Shanghai Automotive Service Co.Ltd(605151) (hereinafter referred to as "the company") intends to use the temporarily idle raised funds with a maximum amount of no more than RMB 40 million (including this amount) for cash management. The service life is effective within 12 months from the date of deliberation and approval at the first extraordinary general meeting of shareholders in 2022. The company can use the above amount and term in a circular and rolling manner.
Investment varieties: high security, good liquidity, principal guaranteed financial products or time deposits, structured deposits, etc.
Review procedures: the company held the 7th Meeting of the 5th board of directors and the 4th meeting of the 5th board of supervisors on December 24, 2021, and deliberated and adopted the proposal on using some temporarily idle raised funds for cash management. The independent directors of the company have expressed their independent opinions, and the recommendation institution Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "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.
1、 Basic information of raised funds
The China Securities Regulatory Commission approved and issued the reply on Approving the initial public offering of West Shanghai Automotive Service Co.Ltd(605151) shares (zjxk [2020] No. 2649) on October 21, 2020. The company issued 33.34 million RMB ordinary shares by public offering at an issue price of 16.13 yuan / share, and the total amount of raised funds was 537774200 yuan, deducting various issuance expenses After RMB 59.8079 million (excluding tax), the actual net amount of raised funds was RMB 47.79663 million. All the above raised funds were received and the capital verification report "Zhong Hui Zi (2020) No. 09107" was issued by Zhonghua Certified Public Accountants (special general partnership) on December 9, 2020 。 After the raised funds are received, the company has stored the raised funds in a special account, and the company, the recommendation institution and the opening bank of the raised funds have signed the tripartite supervision agreement on the storage of the raised funds in a special account. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com.. CN.) on December 14, 2020 Announcement on the listing of West Shanghai Automotive Service Co.Ltd(605151) initial public offering shares.
2、 Basic information of cash management with temporarily idle raised funds
(i) Cash management purpose
In order to improve the use efficiency of the raised funds, without affecting the construction and implementation of the company's raised investment projects, the use plan of the raised funds and ensuring the safety of the raised funds, the company will reasonably use part of the idle raised funds for cash management, and improve the use efficiency of the raised funds and increase the return to shareholders based on the principle of maximizing the interests of shareholders. （2） Source of funds
1. Source of funds: some temporarily idle raised funds
2. Use of raised funds
According to the investment projects of the raised funds and the use plan of the raised funds disclosed in the prospectus for initial public offering of West Shanghai Automotive Service Co.Ltd(605151) , the use of the raised funds of the company is as follows:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested in raised funds
1 passenger car three-dimensional intelligent distribution center (three-dimensional library) 49811.0047796.63
Expansion project
Total 49811.0047796.63
As of September 30, 2021, the company has actually used the raised funds of RMB million, and the balance of the raised funds is RMB 480622011.07 (including the net amount of accumulated bank deposit interest received minus bank handling charges).
3. Reasons for temporary idleness of raised funds
Due to the three-dimensional intelligent distribution center of passenger cars The expansion project of (three-dimensional warehouse) has a large overall workload, a large number of personnel required for construction and strong mobility, and the covid-19 epidemic prevention and control situation is constantly changing. The company further investigates and demonstrates the implementation elements and commencement conditions of the three-dimensional warehouse project, further discusses the project implementation plan with relevant departments and units, and combines the changes of market environment and the actual situation of the company, The analysis shows that it is not the best time to implement the raised investment project. In order to ensure the standardized use of the company's raised funds and better protect the interests of the company and investors, After careful study, the company decided to suspend the construction of the raised investment project (for details, please refer to the special report on the deposit and use of raised funds in the half year of 2021 disclosed by the company on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on August 21 (Announcement No.: 2021-029)). According to the current implementation progress and capital investment plan of the project invested by the raised funds, the raised funds are partially idle in the short term at this stage.
（3） Investment quota and term
On the premise that it does not affect the normal operation of the company's investment plan of raised funds, The company intends to use idle raised funds up to RMB 400 million (including this amount) for cash management, and the service life is valid within 12 months from the date of deliberation and approval by the first extraordinary general meeting of shareholders in 2022. Within the above limit and term, the funds can be used in a circular and rolling manner.
（4） Types of investment products
The company will strictly control risks in accordance with relevant regulations and plans to use temporarily idle raised funds to purchase financial products with high safety, good liquidity and principal guaranteed. Investment products shall not be used for pledge or investment for securities investment. The special settlement account for products (if applicable) shall not deposit non raised funds or be used for other purposes.
（5） Implementation mode
The general meeting of shareholders of the company authorizes the management of the company and the staff of the assets and Finance Department of the company to handle relevant matters and sign relevant documents according to the actual situation, including but not limited to: selecting qualified professional financial institutions, clarifying the amount and period of cash management, selecting products / business types, signing contracts and agreements, etc.
（6） Information disclosure
The company will timely disclose the progress 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, The purpose of the raised funds will not be changed in disguise.
3、 Impact on the daily operation of the company
The company plans to use part of the temporarily idle raised funds for cash management on the premise of complying with national laws and regulations, ensuring the funds required for the company's raised investment projects and ensuring the safety of the raised funds, which will not affect the normal turnover needs of the company's daily funds and the normal operation of the raised capital investment projects, nor the normal development of the company's main business. At the same time, timely cash management of temporarily idle raised funds can improve the use efficiency of raised funds, increase the company's cash asset income, and seek more investment returns for the company's shareholders. 4、 Investment risk analysis and risk control measures
(i) Investment risk
Although this cash management is characterized by high purchase security, good liquidity Principal guaranteed financial products or deposit products (including but not limited to agreement deposits, structured deposits, time deposits, large certificates of deposit, call deposits, etc.), but the financial market will be affected by the macro economy. Although the company will intervene appropriately according to the economic situation and changes in the financial market, it does not rule out that the investment is affected by market fluctuations.
（2） Measures to be taken against investment risks
1. The company will make decisions, manage, inspect and supervise the investment of principal guaranteed financial products in strict accordance with the stock listing rules of Shanghai Stock Exchange, the articles of association of West Shanghai Automotive Service Co.Ltd(605151) Automobile Service Co., Ltd. and other relevant laws, regulations and rules, strictly control the safety of funds, and the company will report the investment situation to the board of directors regularly. The company will disclose the purchase and profit and loss of financial products in accordance with the relevant provisions of the exchange. 2. Relevant personnel of the Finance Department of the company will timely analyze and track the investment direction of financial products and project progress. If adverse factors are found or judged in the evaluation, corresponding measures will be taken in time to strictly control the investment risk.
3. The independent directors and the board of supervisors have the right to supervise and inspect the use of financial management funds, and can hire professional institutions to audit when necessary.
Through the above measures, the company will ensure that the purpose of the raised funds will not be changed in a disguised manner and the investment of the raised funds will not be affected.
5、 Impact on the company
(i) The main financial information of the company in the latest year and period is as follows:
Unit: Yuan
Main accounting data September 30, 2021 (Unaudited) December 31, 2020 (audited)
Total assets 1689944811.901674922299.22
Total liabilities 456523678.24481213171.77
Net assets 1181474816.841138575801.60
Main accounting data January September 2021 (Unaudited) January December 2020 (audited)
Net cash flow from operating activities 78192155.13199631384.71
The company does not purchase large financial products while bearing large liabilities. The amount of cash management with temporarily idle raised funds is RMB 400 million, accounting for 79.20% of the company's monetary funds at the end of the latest period. The company's use of temporarily idle raised funds for cash management is implemented on the premise of ensuring that it does not affect the normal use of raised funds and effectively control risks, and does not affect the normal operation of the company's raised investment projects. Appropriate low-risk investment and financial management can improve the use efficiency of raised funds and further increase the company's income, which is in line with the interests of all shareholders.
（2） According to the accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments, the company's cash management principal is included in the monetary funds and trading financial assets in the balance sheet, and the interest income is included in the financial expenses or investment income items in the income statement. The specific results shall be subject to the annual audit results.
6、 Review procedures and special comments on Implementation
On December 24, 2021, the 7th Meeting of the 5th board of directors and the 4th meeting of the 5th board of supervisors deliberated and adopted the proposal on using some temporarily idle raised funds for cash management, It is agreed that the maximum amount used by the company shall not exceed RMB 400 million The temporarily idle raised funds (including this amount) shall be used for investment in financial products with high safety, good liquidity and principal guaranteed, or time deposits and structured deposits on the premise of ensuring the funds required for the company's raised investment projects and ensuring the safety of the raised funds. The service life shall be valid within 12 months from the date of deliberation and approval at the first extraordinary general meeting of shareholders in 2022. The company can use the above amount And within the time limit. The independent directors of the company expressed their independent opinions on the matter, and the recommendation institution Haitong Securities Company Limited(600837) issued clear verification opinions on the matter.
(i) Opinions of independent directors
Independent directors believe that on the premise of ensuring the safety of raised funds, the company uses some idle raised funds for cash management to purchase principal guaranteed financial products with high safety and good liquidity, which is conducive to improving the deposit income of idle raised funds. The decision-making procedures for the above matters comply with the guidelines for Listing Supervision No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the measures for the management of raised funds by listed companies of Shanghai Stock Exchange and the company's raised funds management system. The company's use of some idle raised funds for cash management does not conflict with the implementation plan of the raised funds investment project, will not affect the construction of the raised funds investment project and the normal use of the raised funds, and is in line with the interests of the company and all shareholders. There is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of the company and all shareholders, especially minority shareholders. In conclusion, the independent directors agree that the company uses some temporarily idle raised funds for cash management.
（2） Opinions of the board of supervisors
The board of supervisors believes that the company uses idle raised funds for cash management to purchase principal guaranteed financial products with high safety and good liquidity, which is conducive to improving the deposit income of idle raised funds. The company's use of idle raised funds for cash management does not conflict with the implementation plan of raised funds investment projects, will not affect the construction of raised funds investment projects and the normal use of raised funds, is in line with the interests of the company and all shareholders, and does not damage the interests of the company and all shareholders, especially minority shareholders. The decision-making procedures for the above matters comply with relevant regulations. Therefore, we agree that the company will use the temporarily idle raised funds of no more than RMB 400 million for cash management.
（3） Opinions of the sponsor
After verification, the sponsor believes that the company's use of some temporarily idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, fulfilled the necessary approval procedures, and is competent
