Securities code: By-Health Co.Ltd(300146) securities abbreviation: By-Health Co.Ltd(300146) Announcement No.: 2022013 By-Health Co.Ltd(300146)
Announcement on using idle raised 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.
By-Health Co.Ltd(300146) (hereinafter referred to as “the company”) held the 15th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors on March 4, 2022, deliberated and adopted the proposal on cash management with idle raised funds, and agreed that the company (including subordinate enterprises, the same below) would not affect normal production and operation On the premise of investing in the construction of projects with raised funds and ensuring the safety of funds, the idle raised funds of no more than 210 million yuan shall be used for cash management, and the general manager and chief financial officer of the company shall be authorized to organize the implementation. The investment period shall be effective within 12 months from the date of deliberation and approval by the board of directors, and the funds can be used on a rolling basis within the above amount and period. The investment period for the company to purchase a single financial product with idle raised funds shall not exceed 12 months (inclusive). The details are hereby announced as follows: I. Basic information of the raised funds
According to the reply of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on Approving the registration of By-Health Co.Ltd(300146) issuing shares to specific objects (zjxk [2021] No. 864), the company issued 119288209 ordinary shares in RMB by issuing shares to specific objects at an issue price of 26.20 yuan per share, The total amount of raised funds is 312535107580 yuan, including 30922235439 yuan of capital contribution after deducting 3312872141 yuan of issuance expenses of the lead underwriter (including value-added tax), 283027962 yuan of issuance expenses excluding value-added tax, plus 187521065 yuan of value-added tax input tax of issuance expenses of the lead underwriter directly deducted from the total amount of raised funds, The net amount of funds actually raised by the company is 309126728542 yuan. The above raised funds have been verified by the capital verification report (HXYZ [2021] No. 21 Jiangsu Asia-Pacific Light Alloy Technology Co.Ltd(002540) 038) issued by Huaxing Certified Public Accountants (special general partnership) on May 6, 2021. All the above raised funds have been deposited in the special account for raised funds. After deducting the issuance expenses from the total amount of the raised funds, the net amount of the raised funds will be fully invested in the following items:
No. project name total project investment (yuan) proposed raised funds (yuan)
1 Zhuhai production base phase V construction project 155729280 China National Complete Plant Import And Export Co.Ltd(000151) 974288542
2 Zhuhai production base phase IV production expansion and upgrading project 437520 Nanfang Ventilator Co.Ltd(300004) 3752030000
3 Australian production base construction project 3907440 Shenzhen Nanshan Power Co.Ltd(000037) 456410000
No. project name total project investment (yuan) proposed raised funds (yuan)
4 digital information system project 299440 China Vanke Co.Ltd(000002) 9944000000
5. Supplementary working capital 460000 Shenzhen Guohua Network Security Technology Co.Ltd(000004) Shanghai Pudong Development Bank Co.Ltd(600000) 0000
Total 31449971 Fawer Automotive Parts Limited Company(000030) 9126728542
In order to standardize the management and use of the company’s raised funds and protect the rights and interests of small and medium-sized investors, the company has established a special account for raised funds in accordance with relevant laws, regulations, normative documents and the company’s regulations. All the raised funds have been deposited in the special account for raised funds approved by the board of directors. The company, the sponsor The commercial banks that deposit the raised funds have signed the tripartite / quadripartite supervision agreement for the raised funds, and the company implements special account storage for the raised funds. The establishment of the company’s special fund-raising account and the signing of the supervision agreement are detailed in the relevant announcements published on cninfo.com on May 18, 2021 and June 30, 2021. 2、 Overview of cash management using idle raised funds
1. Investment purpose
In order to improve the use efficiency of the company’s funds and make rational use of the idle raised funds, the company plans to use the idle raised funds for cash management in combination with the actual operation without affecting the normal use plan of the raised funds, so as to increase the company’s income and seek a better return on investment for the company and its shareholders.
2. Investment quota
The company (including subordinate enterprises) plans to use idle raised funds of no more than 210 million yuan for cash management, and the investment period for purchasing a single financial product shall not exceed 12 months (including).
3. Types of investment products
The company (including subordinate enterprises) will strictly control risks in accordance with relevant regulations, strictly evaluate investment products, and plan to buy financial products with high safety, good liquidity, low risk and stability. Investment products shall not be pledged.
4. Investment period
The investment term is valid within 12 months from the date of deliberation and approval at the 15th meeting of the Fifth Board of directors of the company. Within the above limit and term, the funds can be used on a rolling basis.
5. Source of funds
The funds that the company (including subordinate enterprises) plans to make the above investment come from the temporarily idle raised funds, 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 a disguised form.
6. Relationship
The company plans to purchase financial products from financial institutions that do not have a related relationship. The use of idle raised funds for cash management will not constitute a related party transaction.
3、 Investment risk analysis and risk control measures
(I) investment risk
1. Although financial products belong to low-risk investment varieties, the financial market is greatly affected by macro-economy, and it is not excluded 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. Operational risks of relevant personnel.
(II) risk control measures
1. After the approval of the board of directors, the general manager and chief financial officer of the company are authorized to organize the implementation. The financial center of the company will timely analyze and track the investment direction of financial products and the progress of the project. If the evaluation finds that there are risk factors that may affect the safety of the company’s funds, corresponding measures will be taken in time to control the investment risk;
2. The internal audit department of the company is responsible for auditing and supervising the use and custody of funds of financial products, conducting comprehensive inspection on all financial products regularly, and reasonably predicting the possible gains and losses of various investments according to the principle of prudence;
3. 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;
4. The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
4、 Impact on the company
Based on the principle of “standardized operation, risk prevention, prudent investment, value preservation and appreciation”, the company (including subordinate enterprises) purchases financial products with idle raised funds on the premise of ensuring the normal implementation of the company’s plan for the use of raised funds, which will not affect the normal construction of the company’s investment projects with raised funds, and is conducive to improving the efficiency of the company’s use of funds, Fully protect the interests of shareholders.
5、 Review procedure
This matter has been deliberated and approved at the 15th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors of the company. The independent directors have expressed their agreed independent opinions, which need not be submitted to the general meeting of shareholders for deliberation.
6、 Opinions of independent directors
The company’s use of idle raised funds for cash management complies with the relevant provisions of 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 self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. The use of the above funds will not affect the normal development of the company’s raised investment projects and is in the interests of the company and all shareholders. Therefore, all independent directors unanimously agree that the company (including subordinate enterprises) shall use the idle raised funds of no more than 210 million yuan for cash management. The investment period shall be effective within 12 months from the date of deliberation and approval by the board of directors. Within the above amount and period, the funds can be used on a rolling basis, and the investment period for purchasing a single financial product shall not exceed 12 months (inclusive).
7、 Opinions of the sponsor
The sponsor Citic Securities Company Limited(600030) verified the cash management of the idle raised funds and found that:
1. By-Health Co.Ltd(300146) the use of idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors. All independent directors have expressed their independent opinions with explicit consent and fulfilled the necessary legal procedures;
2. The recommendation institution will continue to pay attention to the use of the company’s raised funds, urge the company to perform relevant decision-making procedures and information disclosure procedures before actual use, and ensure that the use of this part of raised funds and its decision-making procedures and information disclosure are legal and compliant, Earnestly perform the responsibilities and obligations of the sponsor in accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, and the listed companies regulatory guidelines No. 2 – regulatory requirements for the management and use of raised funds of listed companies, Protect the interests of all shareholders of the company, and timely express clear recommendation opinions on the actual use of raised funds;
Based on the above opinions, Citic Securities Company Limited(600030) has no objection to By-Health Co.Ltd(300146) this use of idle raised funds for cash management.
8、 Documents for future reference
1. Resolutions of the 15th meeting of the 5th board of directors;
2. Resolutions of the 13th meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on matters related to the 15th meeting of the Fifth Board of directors;
4. Verification opinions of Citic Securities Company Limited(600030) on By-Health Co.Ltd(300146) using idle raised funds for cash management;
5. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
By-Health Co.Ltd(300146) board of directors
March 4, 2002
