Shanghai Zhezhong Group Co.Ltd(002346)
Announcement on purchasing financial products with temporarily 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.
According to 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 standardized operation of listed companies of Shenzhen Stock Exchange, Shanghai Zhezhong Group Co.Ltd(002346) (hereinafter referred to as “the company”) deliberated and adopted the proposal on using temporarily idle raised funds to purchase financial products at the 16th meeting of the Fourth Board of directors, It is agreed that the company can use all the surplus over raised funds to purchase principal guaranteed financial products within one year, and the funds can be used on a rolling basis within one year. The purchase of financial management with idle raised funds does not change the purpose of the raised funds in a disguised manner, and does not affect the normal implementation of the raised funds. The details are hereby announced as follows:
1、 Basic information of raised funds
With the approval of zjxk [2010] No. 18 document of China Securities Regulatory Commission, the company was approved to issue 35 million RMB ordinary shares to the public on January 21, 2010, with an issue price of 19.9 yuan per share and a total raised capital of 696.5 million yuan, After deducting the issuance expenses of RMB 4089968500, the actual net amount of funds raised is RMB 655 Shanghai Jahwa United Co.Ltd(600315) . According to the purpose of funds raised disclosed in the company’s prospectus for initial public offering and listing, the planned funds raised is RMB 306150000, and the net amount of funds raised exceeds the planned funds raised by RMB 349450315. The availability of the above funds has been verified by Lixin certified public accountants and issued the capital verification report xksbz (2010) No. 10035. The company has adopted a special account storage management for the raised funds.
2、 Management, use and storage of raised funds
1. Management of raised funds
In accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, the company has formulated the measures for the management of raised funds, adopted the special account storage system for the raised funds, and deposited the raised funds in the special account for raised funds designated by the board of directors of the company, The bank and the recommendation institution signed the tripartite supervision agreement on raised funds respectively.
So far, the relevant agreements have been performed well.
2. Use of raised funds
Unit: 10000 yuan
Total committed investment and cumulative investment of committed investment projects
Reconstruction and expansion of large diameter PHC pipe pile and supporting wharf 10189651018965 new R & D center 12671267 subway environmental control development base 29238952923895 subtotal 406956 forty thousand six hundred and ninety-five point six
Investment amount of over raised funds
Daishan Zhezhong building materials Co., Ltd. invested 7000, Zhoushan Zhezhong large component Co., Ltd. invested 3.28, Shanghai Zhezhong Investment Co., Ltd. returned 10000 bank loans 8000 supplementary working capital 2000 new plant of Shanghai Tianjie Construction Engineering Co., Ltd. 564919, 3265247 in total
3. Deposit of raised funds
As of March 8, 2022, the balance of the company’s raised funds and financial products totaled 9.8483 million yuan. whole
The funds raised by the Department are over raised, which are deposited in the special account for raised funds opened by the company.
3、 Reasons for idle raised funds
The raised investment project of the company has been basically completed. According to the proposal on using over raised funds to increase capital to wholly-owned subsidiaries through wholly-owned subsidiaries at the 15th meeting of the third board of directors of the company, the company increased all the remaining over raised funds to its wholly-owned subsidiary Shanghai Tianjie Construction Engineering Co., Ltd. through its wholly-owned subsidiary Shanghai Zhezhong Electric Co., Ltd. in January 2018, It is used for the construction of new production plant project of Shanghai Tianjie Construction Engineering Co., Ltd. During the implementation of the construction project, due to the actual needs of the project, the company needs to gradually invest the raised funds. According to the construction progress of the project invested by the raised funds, some of the raised funds are temporarily idle at this stage.
4、 The use of idle raised funds for cash management this time
In order to improve the use efficiency of raised funds and increase the return of shareholders, the company plans to use all the surplus over raised funds to purchase Principal Guaranteed bank financial products with high safety and good liquidity on the premise of ensuring that the construction of investment projects and the use of raised funds will not be affected, and the risk will be effectively controlled. The details are as follows:
1. Investment purpose
In order to improve the use efficiency and income of the raised funds, make rational use of the idle raised funds, and seek stable financial income for the company and shareholders under the condition of ensuring the normal implementation of the investment plan of the original raised funds.
2. Variety of financial products
In order to control risks, the varieties of investment are bank financial products with high security, good liquidity, short-term (no more than one year) and meeting the capital preservation requirements. The main issuer of the products shall be commercial banks. The company will not use such funds to purchase financial products with stocks, interest rates, exchange rates and their derivatives as the main investment targets from banks and other financial institutions. The above investment products shall not be used for pledge, and the special settlement account for products shall not be used for non raised funds or other purposes. If the special settlement account for products is opened or cancelled, the company will timely report to the exchange for filing and announcement.
3. Validity of resolution
Effective within one year from the date of deliberation and approval by the board of directors.
4. Investment quota
All over raised funds of the company’s balance.
5. Implementation mode
Within the limit, the board of directors of the company authorizes the chairman to exercise the investment decision-making power. The chief financial officer of the company is responsible for organizing the implementation and the specific operation of the financial department of the company.
6. Information disclosure
The company will make timely disclosure according to the actual situation and progress of purchasing financial products.
5、 Internal control system
The company invests in strict accordance with 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, the relevant requirements of the standardized operation of listed companies on the main board of Shenzhen Stock Exchange, the articles of Association, the measures for the administration of raised funds and other provisions. The internal control system formulated by the company regulates the use of raised funds and major investment matters, which is conducive to preventing investment risks and ensuring the safety and effective appreciation of investment funds.
6、 Investment risk analysis and risk control measures
1. Investment risk
(1) Bank financial products belong to the category of low-risk investment, but the financial market is greatly affected by the macro-economy. It is not ruled out 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 return of investment is unpredictable.
2. For investment risks, the proposed measures are as follows:
(1) The funds within the above limit can only buy financial products of commercial banks with high security and meeting the principal guarantee requirements for no more than 12 months, and shall not buy varieties involving venture capital.
(2) The financial department of the company will timely analyze and track the investment direction of financial products and the progress of the project. Once adverse factors that may affect the safety of the company’s funds are found or judged, corresponding preservation measures will be taken in time to control the investment risk.
(3) The internal audit department of the company is responsible for auditing and supervising the use and custody of financial funds.
(4) Independent directors inspect the use of funds, mainly by the audit committee of the board of directors. (5) The board of supervisors of the company shall supervise and inspect the use of financial funds.
(6) The company will disclose the purchase and profit and loss of financial products during the reporting period in the periodic report.
7、 Impact on the daily operation of the company
1. The company adheres to the principle of “standardized operation, risk prevention, prudent investment, value preservation and appreciation”. On the premise of ensuring the smooth implementation of the investment projects with raised funds and the safety of funds, the company appropriately invests in principal guaranteed financial products with idle raised funds, which will not affect the normal development of the company’s main business and the normal implementation of the investment plan with raised funds.
2. Through proper principal guaranteed short-term financial management, we can obtain certain investment benefits, improve the overall performance level of the company, and seek more investment returns for the shareholders of the company.
8、 Opinions of independent directors, board of supervisors and recommendation institutions on the company’s use of raised funds to purchase financial products
1. Independent opinions of independent directors:
The independent directors carefully considered the proposal on using temporarily idle raised funds to purchase financial products, reviewed the operation and financial situation of the company, and expressed the following opinions:
On the premise of not affecting the normal operation of the company and effectively controlling risks, proper cash management of idle raised funds can improve the use efficiency of the company’s raised funds, protect shareholders’ income, comply with the interests of the company, and there is no damage to the interests of the company and minority shareholders, It is agreed that the company will use all the surplus over raised funds within one year to purchase principal guaranteed financial products within one year.
2. Opinions of the board of supervisors:
On the premise of not affecting the normal operation of the company and effectively controlling risks, proper cash management of idle raised funds can improve the use efficiency of the company’s raised funds, protect shareholders’ income, comply with the interests of the company, and there is no damage to the interests of the company and minority shareholders, It is agreed that the company will use all the surplus over raised funds within one year to purchase principal guaranteed financial products within one year.
3. Verification opinions of the recommendation institution:
Tianjie construction, a subsidiary of Zhezhong group, has used idle raised funds to purchase Principal Guaranteed commercial bank financial products, which has been deliberated and approved by the board of directors. All independent directors have expressed their independent opinions with explicit consent and fulfilled the necessary legal procedures; Tianjie construction, a subsidiary of Zhezhong group, purchased Principal Guaranteed commercial bank financial products with idle raised funds this time, which complies with the relevant provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and there is no situation of changing the use purpose of raised funds in a disguised manner, It does not affect the normal operation of the investment plan of raised funds and does not harm the interests of shareholders;
The sponsor will continue to pay attention to the use of the company’s raised funds, urge the company to perform relevant decision-making procedures before actual use, ensure that the decision-making procedures for the use of this part of funds are legal and compliant, earnestly perform the responsibilities and obligations of the sponsor, protect the interests of all shareholders of the company, and timely express clear sponsor opinions on the actual use of the raised funds. It is suggested that when choosing financial products, the company should choose short-term, principal guaranteed and floating income products. Based on the above opinions, Dongfang investment bank has no objection to the plan of Tianjie construction, a subsidiary of Zhezhong group, to use idle raised funds to purchase Principal Guaranteed bank financial products.
9、 Documents for future reference
1. Resolutions of the 16th meeting of the 4th board of directors of the company;
2. Independent opinions of independent directors on the 16th meeting of the Fourth Board of directors;
3. Resolutions of the 10th meeting of the 4th board of supervisors of the company;
4. Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. verification opinions on the company’s use of idle raised funds to purchase principal guaranteed financial products.
It is hereby announced.
Shanghai Zhezhong Group Co.Ltd(002346) board of directors March 9, 2002
