Securities code: Wuxi Shangji Automation Co.Ltd(603185) securities abbreviation: Wuxi Shangji Automation Co.Ltd(603185) Announcement No.: 2022027 Wuxi Shangji Automation Co.Ltd(603185)
Announcement on using 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: commercial banks and other financial institutions.
● amount of entrusted financial management: Wuxi Shangji Automation Co.Ltd(603185) (hereinafter referred to as “the company” or ” Wuxi Shangji Automation Co.Ltd(603185) “) intends to use idle raised funds with a total amount of no more than RMB 2 million for cash management. Within the above limit, the funds can be used circularly and continuously.
● name of entrusted financial products: the company uses idle raised funds to appropriately purchase financial products or deposit products with high security, good liquidity and guaranteed principal. The term of investment products shall not exceed 12 months. The above investment varieties do not involve securities investment, and shall not be used for bank financial management or trust products for the purpose of stocks and their derivatives, securities investment funds and securities investment and unsecured creditor’s rights as the investment object.
● term of entrusted financial management: it is valid from the date of deliberation and approval of the general meeting of shareholders to the next time the competent authority approves and makes a new resolution, and can be recycled and used.
● review procedures: the proposal on cash management with idle raised funds was considered and adopted at the 41st meeting of the third board of directors of the company. The board of supervisors, independent directors and recommendation institutions of the company all expressed their consent.
Wuxi Shangji Automation Co.Ltd(603185) held the 41st meeting of the third board of directors and the 27th meeting of the third board of supervisors respectively on March 8, 2022, deliberated and adopted the proposal on cash management with idle raised funds, as follows:
1、 Basic information of raised funds
1. Fund raising
Approved by the reply on approving Wuxi Shangji Automation Co.Ltd(603185) public issuance of convertible corporate bonds (zjxk [2020] No. 792) of China Securities Regulatory Commission, and approved by Shanghai Securities Exchange
The net amount of funds raised by the company is RMB 104665 million (excluding the company’s issuance tax), and the net amount of funds raised by the public is RMB 356.62 million, excluding the company’s issuance tax. The availability of the above raised funds has been verified by Dahua Certified Public Accountants (special general partnership) and a capital verification report (dhyz [2020] No. 000272) has been issued. The company has stored the raised funds in a special account in accordance with the requirements of relevant rules.
Approved by the reply on approving Wuxi Shangji Automation Co.Ltd(603185) non-public Development Bank shares (zjxk [2020] No. 3607) of China Securities Regulatory Commission, the company’s non-public offering of no more than 69752700 new shares. The company actually issued 22900763 non-public shares to 15 specific investors. The issuing price per share was 131 yuan, and the total amount of funds raised was 29999995300 yuan. After deducting the issuance expenses of 2377349128 yuan (excluding tax), the net amount of funds actually raised was 297622646172 yuan. The availability of the above raised funds has been verified by Dahua Certified Public Accountants (special general partnership) and a capital verification report (dhyz [2021] 000071) has been issued. The company has stored the raised funds in a special account in accordance with the requirements of relevant rules.
Approved by the reply on approving Wuxi Shangji Automation Co.Ltd(603185) public issuance of convertible corporate bonds (zjxk [2021] No. 3409) of China Securities Regulatory Commission and approved by Shanghai Stock Exchange, the company issued 24.7 million convertible corporate bonds to shareholders and the public by means of preferential placement and public offering on March 1, 2022, The face value of each is RMB 100 and the term is 6 years. The company has raised a total of RMB 2470000000. After deducting the relevant issuance expenses of RMB 2346273584 (excluding tax), the net amount of funds actually raised is RMB 244653726416. The availability of the above raised funds has been verified by Dahua Certified Public Accountants (special general partnership) and a capital verification report (dhyz [2022] No. 000129) has been issued. The company has stored the raised funds in a special account in accordance with the requirements of relevant rules.
2. Raised investment projects and use of raised funds
(1) Funds raised by public issuance of convertible bonds in 2020
By March 7, 2022, the company had raised 6545354 million yuan in the early stage and actually used 5241704 million yuan. All the raised funds were invested in the corresponding raised investment projects as required. The details are as follows:
Unit: 10000 yuan
No. project name net amount of raised funds to be used used amount used
1 5GW monocrystalline silicon crystal drawing production (phase II) project 65453545241704
Total 65453545241704
Note: the used amount includes the fruits generated from the raised funds.
(2) Funds raised by non-public offering of shares in 2021
As of March 7, 2022, the company has raised 29762265 million yuan in the early stage, and 2345489100 yuan has been actually used. All the raised funds have been invested in the corresponding raised investment projects as required. The details are as follows:
Unit: 10000 yuan
No. project name net amount of raised funds to be used used amount used
1 8GW monocrystalline silicon crystal drawing production project 2076226514426629
2. Supplementary working capital 90 China Baoan Group Co.Ltd(000009) 028262
Total 2976226523454891
Note: the used amount includes the fruits generated from the raised funds.
(3) Funds raised by public issuance of convertible bonds in 2022
As of March 7, 2022, the company has raised 2446537300 yuan in the early stage, and the amount of raised funds that have been invested in the early stage but have not been replaced is 1327597600 yuan. The details are as follows:
Unit: 10000 yuan
No. project name net amount of raised funds to be used amount invested but not replaced in the early stage
1. Baotou has an annual output of 10GW monocrystalline silicon crystal drawing and supporting 2446537313275976
Production project
Total 2446537313275976
2、 Basic information of cash management using some temporarily idle raised funds this time
(I) management purpose
In order to improve the use efficiency of funds and make rational use of idle raised funds, on the premise of not affecting the construction and normal operation of the company’s raised investment projects, idle raised funds are used for cash management, increase capital benefits, better maintain and increase the value of the company’s funds and protect the interests of the company’s shareholders.
(II) investment quota
The company plans to use idle raised funds with a total amount of no more than RMB 2 million for cash management. Within the above limit, the funds can be recycled and used on a rolling basis.
(III) investment variety and term
In order to control risks, the company uses idle raised funds to appropriately purchase financial products or deposit products with high safety, good liquidity and guaranteed principal. The term of investment products shall not exceed 12 months. The above investment varieties do not involve securities investment, and shall not be used for bank financial management or trust products for the purpose of stocks and their derivatives, securities investment funds and securities investment and unsecured creditor’s rights as the investment object.
(IV) validity period of investment resolution
It is valid from the date of deliberation and approval by the general meeting of shareholders until the next competent authority approves and makes a new resolution, and can be recycled and used. The idle raised funds shall be returned to the raised funds account after the cash management expires.
(V) implementation mode
Within the limit, the board of directors authorizes the chairman to exercise the investment decision-making power and sign relevant contract documents. The specific matters shall be organized and implemented by the relevant departments of the company.
(VI) information disclosure
The company will fulfill the obligation of information disclosure in a timely manner in accordance with the provisions of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange, 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 No. 1 – standardized operation of Shanghai Stock Exchange. 3、 Risk control measures
1. Relevant departments of the company will timely track the investment direction of financial products according to the market situation. If potential risk factors are found, they will organize evaluation, and timely take corresponding preservation measures according to the evaluation results to control the investment risk.
2. The internal audit department of the company is responsible for daily supervision of the use of funds purchased by the company for financial products, and audit and verify the use of funds from time to time.
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 disclose the investment of financial products and corresponding profits and losses during the reporting period in the regular report in accordance with the relevant provisions of Shanghai Stock Exchange.
4、 Impact on the company’s operation
The company’s use of idle raised funds for cash management this time is carried out on the premise of ensuring the normal operation of the investment projects with raised funds and the safety of the raised funds, which will not affect the normal construction of the company’s raised projects or the normal use of the company’s raised funds. Through cash management, we can obtain a certain return on investment, which is conducive to improving the use efficiency of raised funds, improving the performance level of the company, and obtaining a better return on investment for the company and shareholders.
5、 Opinions of independent directors
The company uses idle raised funds to purchase financial products with high safety and good liquidity, which is conducive to improving the use efficiency of raised funds and obtaining certain investment benefits. There is no behavior of changing the purpose of raised funds in disguise, which will not affect the construction of raised funds and the use of raised funds, nor will it have an adverse impact on the company’s business activities, There is no situation that damages the interests of the company and shareholders. The relevant approval procedures for the company’s use of idle raised funds for cash management this time comply with the relevant provisions of laws, regulations and the articles of association, 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 (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, and so on. In conclusion, we agree to the company’s use of idle raised funds for cash management and agree to submit the matter to the general meeting of shareholders for deliberation.
6、 Opinions of the board of supervisors
The company uses idle raised funds to purchase financial products with high safety and good liquidity, which is conducive to improving the use efficiency of raised funds and obtaining certain investment benefits. There is no behavior of changing the purpose of raised funds in disguise, which will not affect the construction of raised funds and the use of raised funds, nor will it have an adverse impact on the company’s business activities, There is no damage to the interests of the company and shareholders, and it complies with the relevant provisions of relevant laws, regulations and normative documents.
In conclusion, the board of supervisors agreed to the company’s use of idle raised funds for cash management and agreed to submit the matter to the general meeting of shareholders for deliberation.
7、 Verification opinions of the recommendation institution
Wuxi Shangji Automation Co.Ltd(603185) the matters related to the use of idle raised funds for cash management have been deliberated and approved by the board of directors and the board of supervisors, and all independent directors have issued independent opinions with explicit consent, which need to be deliberated and approved by the general meeting of shareholders, in line with the provisions of relevant laws, regulations and normative documents.
In conclusion, the recommendation institution has no objection to the company’s cash management using idle raised funds this time. 8、 Documents for future reference
1. Resolution of the 41st meeting of Wuxi Shangji Automation Co.Ltd(603185) the third board of directors;
2. Resolution of the 27th meeting of Wuxi Shangji Automation Co.Ltd(603185) the third board of supervisors;
3. Independent opinions of Wuxi Shangji Automation Co.Ltd(603185) independent directors on matters related to the 41st meeting of the third board of directors;
4. Verification opinions of Wuxi Shangji Automation Co.Ltd(603185) board of supervisors on relevant matters of the 27th meeting of the third board of supervisors;
5. Verification opinions of Sinolink Securities Co.Ltd(600109) on Wuxi Shangji Automation Co.Ltd(603185) using idle raised funds for cash management.
It is hereby announced.
