Securities code: Genbyte Technology Inc(003028) securities abbreviation: Genbyte Technology Inc(003028) Announcement No.: 2022006 Genbyte Technology Inc(003028)
Announcement on extending the period of cash management using some idle raised funds and self owned funds
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Genbyte Technology Inc(003028) (hereinafter referred to as "the company") held the first extraordinary general meeting of shareholders in 2021 on March 15, 2021, deliberated and adopted the proposal on cash management with some idle self owned funds and some idle raised funds, It is agreed that the company will use idle self owned funds with a maximum amount of no more than RMB 400 million and idle raised funds with a maximum amount of no more than RMB 350 million for cash management. The idle raised funds are used to purchase commercial bank products with an investment period of no more than 12 months or low-risk financial products with high security, good liquidity and breakeven of other financial institutions. During the investment period, the cash management limit can be used on a rolling basis. For details, please refer to Shanghai Securities News, China Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN.) on February 26, 2021 and March 15, 2021 Relevant announcements of disclosure.
At present, the financial investment period approved by the company's first extraordinary general meeting in 2021 is about to expire. In order to improve the flexibility of financial product selection and the efficiency of fund use, combined with the fund arrangement of the company's future operation, the proposal on extending the period of cash management using some idle raised funds and self owned funds was considered and adopted at the 18th (Interim) meeting of the second board of directors held on March 4, 2022. After deliberation, it is agreed that the company will extend the period of using some idle raised funds and self owned funds for cash management, and continue to use idle self owned funds with a maximum amount of no more than RMB 400 million and idle raised funds with a maximum amount of no more than RMB 350 million for cash management. Within 12 months from the date of adoption of the general meeting of shareholders, the varieties of investment with idle raised funds are short-term principal guaranteed financial products with high safety and good liquidity; Use some idle self owned funds to buy commercial bank products or non principal guaranteed financial products with low risk and high liquidity of other financial institutions. During the investment period, the cash management limit can be used on a rolling basis. At the same time, the chairman of the board of directors and the management of the company are authorized to exercise the investment decision-making power within the limit and sign relevant legal documents (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.), and the financial department of the company is authorized to implement relevant matters.
And regulatory requirements for the use of, and the Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board and other laws, regulations and normative documents. This matter must be submitted to the general meeting of shareholders of the company for deliberation. The relevant matters are hereby announced as follows: I. Basic information of raised funds
Approved by the reply on approving Genbyte Technology Inc(003028) initial public offering of shares (zjxk [2020] No. 3309) of China Securities Regulatory Commission, the company issued 27.4 million ordinary shares (A shares) to the public for the first time, with a par value of RMB 1 per share and an issue price of RMB 21.75 per share, The total amount of funds raised is RMB 595.95 million, and the net amount of funds raised after deducting the issuance expenses is RMB 560186200. The raised funds have been transferred to the designated account of the company on December 21, 2020. Tianjian Certified Public Accountants (special general partnership) verified and confirmed the completion of the raising and issued the Genbyte Technology Inc(003028) capital verification report (tjy [2020] No. 7-164) on December 22, 2020. The company stores the raised funds in a special account, and has signed a tripartite supervision agreement with the recommendation institution and the deposit bank of the raised funds.
2、 Reasons for idle raised funds
During the implementation of the company's investment project with raised funds, due to the actual needs of the project, the raised funds need to be invested gradually by stages. Therefore, the raised funds are idle.
3、 Basic information of cash management by continuing to use temporarily idle raised funds and self owned funds (I) investment purpose
In order to improve the use efficiency of funds and make rational use of idle funds, without affecting the normal production and operation of the company and the normal operation of investment project construction, the company plans to continue to use some idle raised funds to continue to buy principal guaranteed financial products with high safety and liquidity, and use some idle self owned funds to buy non principal guaranteed financial products with low risk and high liquidity, Increase the company's income.
(II) capital source and investment amount
1. In order to improve the use efficiency of idle raised funds and make rational use of idle raised funds, the company plans to continue to use idle raised funds with a maximum amount of no more than 350 million yuan to purchase principal guaranteed financial products without affecting the normal implementation progress of the company's fund-raising projects. Within the above limit, the funds can be used on a rolling basis.
2. In order to improve the use efficiency of idle self owned funds, on the premise of ensuring the daily operation capital demand and capital safety, the company plans to continue to use idle self owned funds with a maximum amount of no more than RMB 400 million to purchase non breakeven financial products with low risk and high liquidity. Within the above limit, the funds can be used on a rolling basis.
(III) investment type, income distribution mode, investment scope and safety
1. The varieties of idle raised funds are short-term principal guaranteed financial products with high safety and good liquidity, and the investment period shall not exceed one year. The financial products shall not be used for pledge, and the special settlement account for the purchase of financial products with short-term idle raised funds shall not deposit non raised funds or be used for other purposes.
2. The financial products purchased with idle self owned funds are low-risk non breakeven financial products issued by banks, trusts, securities and other financial institutions. In the self owned capital investment quota approved this time, part of the funds will be used to purchase non breakeven financial products, mainly based on the reduction in the number of optional breakeven financial products after the introduction and implementation of the new asset management regulations, and the superposition of the current relatively abundant market liquidity, the continuous decline in the yield of breakeven financial products, and the purchase of non breakeven financial products with low risk and good income level, It will help to improve the rate of return. The company will give priority to qualified professional financial institutions with good credit status and financial status, no bad credit record and strong profitability as the trustee for investment.
(IV) investment period
The proposal shall be valid within 12 months from the date of deliberation of the general meeting of shareholders.
(V) implementation mode
According to the provisions of the articles of association and the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the amount of financial products to be purchased this time has exceeded 30% of the company's latest audited net assets, which must be submitted to the general meeting of shareholders for deliberation and implementation after being deliberated and approved by the general meeting of shareholders.
It shall be reviewed and approved by the general meeting of shareholders of the company, and the management of the company shall be authorized 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 amount and period of financial products, selecting the variety of financial products, the rights and obligations of both parties, signing contracts and agreements, etc.
4、 Investment risk and risk control measures
(I) investment risk
The entrusted financial products invested by the company have certain investment risks, and the financial market is greatly affected by the macro-economy. It is not excluded that the investment is affected by market fluctuations.
(II) risk control measures
1. The Finance Department of the company shall do a good job in the preliminary investigation and feasibility demonstration of investment and financial products, and timely and appropriately intervene according to the economic situation and changes in the financial market to prevent the company's investment risks and ensure the safety and effective appreciation of investment funds.
2. The Finance Department of the company shall timely analyze and track the investment direction and project progress of the raised funds and self owned funds invested in financial products. If the evaluation finds that there are risk factors that may affect the safety of the company's funds, it will take corresponding measures in time to control the investment risk. The funds within the above quota shall not purchase venture capital defined in the guidelines for self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board.
3. The company's internal audit is responsible for internal supervision and regular comprehensive inspection of the invested financial products. 4. Independent directors, the board of supervisors and the audit committee of the board of directors have the right to supervise and inspect the purchase of financial products.
5. The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Impact on the daily operation of the company
On the premise of ensuring the investment demand of the raised funds, the normal use of the raised funds according to the use plan and the safety of the raised funds, the company plans to use some idle raised funds to buy financial products with high safety and good liquidity in accordance with relevant regulations and the company's raised funds management system, Comply 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, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, which is conducive to improving the efficiency of the use of raised funds, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of the shareholders of the company. The company's purchase of financial products with idle raised funds and its own funds will not affect the implementation of investment projects with raised funds, the company's normal capital turnover and needs, and the normal development of its main business. Appropriate low-risk financial investment can improve the use efficiency of idle raised funds and self owned funds, and obtain certain investment income, which is in line with the interests of the company and all shareholders.
6、 Opinions of the board of directors, independent directors, the board of supervisors and the recommendation institution
1. Opinions of the board of directors
The 18th (Interim) meeting of the second board of directors of the company deliberated and approved the proposal on extending the period of cash management using some idle raised funds and self owned funds, and agreed to extend the period of cash management using some idle raised funds and self owned funds, without affecting the construction of investment projects with raised funds and the normal use of raised funds, Continue to use idle raised funds of no more than RMB 350 million to purchase principal guaranteed financial products with high security and principal guaranteed agreement, and idle self owned funds of no more than RMB 400 million to purchase non principal guaranteed financial products with low risk and high liquidity within 12 months from the date of deliberation and approval by the general meeting of shareholders, within the above quota range and service life, Funds can be used on a rolling basis.
2. Opinions of independent directors
The company has fulfilled the corresponding approval procedures for the extension of the time limit for cash management with some idle raised funds and self owned funds, which is in line with the relevant laws and regulations, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies issued by the CSRC and the relevant provisions of the raised funds management system formulated by the company. The company's extension of the time limit for cash management with some idle raised funds and self owned funds does not conflict with the implementation plan of the investment project with raised funds, will not affect the normal progress of the project with raised funds and the use of raised funds, will not affect the normal capital turnover and needs of the company, and will not affect the normal development of its main business, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of all shareholders, especially minority shareholders. It meets the needs of the company's development interests, helps to improve the use efficiency of the company's idle raised funds and its own funds, and obtains a certain investment income, which is in line with the interests of the company and all shareholders.
The independent directors unanimously agreed that the company would extend the period of cash management by using some idle raised funds and self owned funds without affecting the construction of investment projects with raised funds and the normal use of raised funds, and continue to use idle raised funds of no more than RMB 350 million, with high purchase safety Principal guaranteed financial products with Principal Guaranteed agreements and idle self owned funds of no more than RMB 400 million to purchase non principal guaranteed financial products with low risk and high liquidity within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company, and the funds can be used on a rolling basis within the above-mentioned period.
3. Opinions of the board of supervisors
The 17th (Interim) meeting of the second board of supervisors of the company deliberated and adopted the proposal on extending the period of cash management using some idle raised funds and self owned funds, The extension of the cash management period of the company's use of some idle raised funds this time 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, which is conducive to improving the use efficiency of raised funds and will not affect the construction of raised funds projects and the use of raised funds, There is no behavior of changing the purpose of the raised funds in a disguised form, which will not have an adverse impact on the operation of the company, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The relevant approval procedures comply with the relevant provisions of laws and regulations and the articles of association of the company. To sum up, the board of supervisors agreed that the company would extend the period of cash management by using some idle raised funds and self owned funds without affecting the construction of investment projects with raised funds and the normal use of raised funds, and continue to use idle raised funds of no more than RMB 350 million, with high purchase safety Principal guaranteed financial products with Principal Guaranteed agreements and idle self owned funds of no more than RMB 400 million to purchase non principal guaranteed financial products with low risk and high liquidity within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company, and the funds can be used on a rolling basis within the above-mentioned period.
4. Opinions of the sponsor
After verification, the recommendation institution believes that:
1. The company's extension of the period of cash management with some idle raised funds and self owned funds has been deliberated and approved by the resolutions of the 18th (Interim) meeting of the second board of directors and the 17th (Interim) meeting of the second board of supervisors, and the independent directors of the company have also expressed clear consent, Comply with relevant laws and regulations and perform necessary review procedures; The foregoing matters need to be considered by the general meeting of shareholders of the company.
2. The company uses some idle raised funds for cash management this time, and there is no situation of changing the use purpose of the raised funds in a disguised form, which will not affect the normal progress of the investment plan of the raised funds, Comply 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. 1 - standardized operation of listed companies on the main board.
In conclusion, the recommendation institution agrees that the company will continue to use idle raised funds for no more than 10 years on the premise of ensuring the normal implementation of the investment plan of raised funds and the safety of funds
