Securities code: Shanghai Action Education Technology Co.Ltd(605098) securities abbreviation: Shanghai Action Education Technology Co.Ltd(605098) Announcement No.: 2022010 Shanghai Action Education Technology Co.Ltd(605098)
Announcement on the use of 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: commercial banks and other financial institutions.
Cash management limit: the total amount shall not exceed RMB 500 million, within which the funds can be used in a rolling cycle.
Type of cash management products: purchase principal guaranteed products with high safety and good liquidity, and the maximum term of a single product shall not exceed 12 months.
Cash management period: within 12 months from the date of deliberation and approval of Shanghai Action Education Technology Co.Ltd(605098) (hereinafter referred to as “the company”) at the 2021 annual general meeting of shareholders.
Review procedures: the company held the fifth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors on March 15, 2022, and deliberated and adopted the proposal on cash management with temporarily idle raised funds. The independent directors of the company have expressed their independent opinions with explicit consent, and the sponsor Anxin Securities Co., Ltd. (hereinafter referred to as “the sponsor”) has issued verification opinions with explicit consent on this matter. This item needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
1、 Basic information of raised funds
1. Actual amount of raised funds and time of fund arrival
With the approval of zjxk [2021] No. 203 document of China Securities Regulatory Commission and the consent of Shanghai Stock Exchange, the company publicly issued 21.09 million RMB common shares (A shares) to the public by the lead underwriter Anxin Securities Co., Ltd. in the form of balance underwriting, at an issue price of 27.58 yuan per share, raising a total of 58166220000 yuan. After deducting various issuance expenses (including tax) of RMB 6619457624, the net amount of the company’s funds raised this time is RMB 51546762376. The availability of the above raised funds was verified by Ernst & Young Huaming Certified Public Accountants (special general partnership), who issued the capital verification report (Ernst & Young Huaming (2021) Yan Zi No. 61448903b01).
The company has implemented a special account storage system for the raised funds, and signed a tripartite supervision agreement on the special account storage of raised funds with the deposit bank and the recommendation institution. All the above raised funds have been deposited in the special account management of raised funds. 2. Use and balance of raised funds
Project amount (RMB)
Total raised funds 58166220000
Less: Tax inclusive recommendation and underwriting fees of securities companies 4527933524
The total amount of raised funds received is 53638286476
Less: 2091524100 paid during the period from April 1, 2021 to December 31, 2021
Amount of other issuance expenses including tax
Less: 53110000 invested during the period from April 1, 2021 to December 31, 2021
Amount of raised funds
Add: deduct 845 Mianyang Fulin Precision Co.Ltd(300432) during the period from April 1, 2021 to December 31, 2021
Interest income from handling charges
The balance of raised funds on December 31, 2021 was 52338952808
3. As of the date of this announcement, the company has used idle raised funds for entrusted financial management in recent December
Estimated year
Amount: estimated income
Trustee name product type income product term
(10000 yuan) amount (10000 yuan)
rate
Bank Of Ningbo Co.Ltd(002142) Shanghai Min
Time deposit 443003.30% 365.00 3 months
Minhang sub branch Bank Of Ningbo Co.Ltd(002142) Shanghai
7-day call deposit 2000 2.10% —
Hongqiao Sub Branch Shanghai Rural Commercial Bank
Time deposit 2400 2.325% 41.00 9 months
Business district sub branch
2、 Basic information of cash management with temporarily idle raised funds
(I) purpose of cash management
Improve the use efficiency of funds, make rational use of idle funds, use idle raised funds for cash management, increase the company’s income and protect the interests of the company’s shareholders on the premise of not affecting the construction and normal operation of the company’s funded projects.
(II) cash management limit and term
According to the fund use progress of the raised investment project, the company plans to use the temporarily idle raised funds with a total amount of no more than RMB 500 million for cash management. Within the above limit, the funds can be recycled and used in a rolling manner, and the service life shall not exceed 12 months from the date of deliberation and approval by the company’s 2021 annual general meeting of shareholders. After the cash management of idle raised funds expires, the principal and income will be returned to the special account for raised funds.
(III) types of cash management products
In order to control risks, the company uses temporarily idle raised funds to purchase financial products or deposit products with high safety, good liquidity and principal guaranteed. The term of investment products shall not exceed 12 months.
The above investment varieties do not involve securities investment, and shall not be used in stocks and their derivatives, securities investment funds and bank financial management or trust products for the purpose of securities investment and unsecured creditor’s rights as the investment object.
(IV) implementation mode
Within the limit, the board of directors of the company agrees to authorize the chairman to exercise the investment decision-making power and sign relevant contract documents within the validity period of the limit. The specific matters shall be organized and implemented by the Finance Department of the company.
(V) information disclosure
The company will timely perform the obligation of information disclosure when using the raised funds for cash management in accordance with the relevant provisions of Shanghai Stock Exchange and other regulatory authorities.
3、 Information of entrusted financial management trustee
The trustee of the cash management products to be purchased by the company is commercial banks and other financial institutions, and the risk will be strictly controlled according to the credit status of the trustee. There is no relationship between the company and the trustee.
4、 Impact on the company
Main financial indicators of the company in the latest year and the first period:
Unit: 10000 yuan
December 31, 2021 December 31, 2020
(audited) (audited)
Total assets 2007468011749736
Total liabilities 92540417246219
Net assets 108206404503517
Project year 2021 to 2020
(audited) (audited)
Net cash flow from operating activities 37736081893737
The company plans to use the temporarily idle raised funds for cash management, which will not have a significant impact on the company’s future main business, financial status, operating results and cash flow.
The company plans to use the temporarily idle raised funds for cash management this time, which is implemented on the premise of ensuring the funds required by the company’s raised investment projects and ensuring the safety of the raised funds. It will not affect the normal turnover of the company’s daily funds and the construction of the raised funds projects, nor the normal development of the company’s main business. At the same time, timely cash management of some temporarily idle raised funds can obtain certain investment income and seek more investment returns for the company and shareholders.
5、 Risk tips
(I) investment risk
Based on the principle of safeguarding the interests of shareholders, the company strictly controls risks, strictly controls investment products and makes prudent decisions. Although the products purchased by the company are principal guaranteed products with high safety and good liquidity within one year, which belong to low-risk investment varieties, the financial market is greatly affected by the macro-economy. The company will make reasonable investment according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuation risk, interest rate risk, liquidity risk, policy risk, information transmission risk, force majeure risk and other risks.
(II) risk control measures
1. The company will strictly abide by the principle of prudent investment, screen investment objects and select products issued by units with good reputation, large scale and ability to ensure capital safety.
2. The company will timely track the investment direction of investment products according to the market conditions. If potential risk factors are found, the company will evaluate them, and timely take corresponding preservation measures according to the evaluation results to control the investment risk.
3. The independent directors, the audit committee of the board of directors and the board of supervisors have the right to supervise and inspect the use of the raised funds. If necessary, more than half of the independent directors may hire an accounting firm to issue an assurance report on the deposit and use of the raised funds.
6、 Review procedure
On March 15, 2022, the company held the fifth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on cash management with temporarily idle raised funds respectively, and agreed to ensure that the construction of investment projects with raised funds and the use of raised funds will not be affected, The company uses idle raised funds with a total amount of no more than RMB 500 million for cash management, and the service life shall not exceed 12 months from the date of deliberation and approval by the company’s 2021 annual general meeting of shareholders. Within the validity period of the above quota and resolution, it can be recycled and used. The cash management of idle raised funds shall be returned to the special account for raised funds upon expiration. The independent directors issued explicit consent opinions, and the recommendation institution issued special verification opinions. This matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The company’s use of idle raised funds for cash management this time has fulfilled the necessary deliberation procedures and met the relevant regulatory requirements.
7、 Description of special opinions
(I) opinions of independent directors
On the premise of ensuring the normal implementation of the investment projects with raised funds and ensuring the safety of the raised funds, the company uses the idle raised funds with a total amount of no more than 500 million yuan for cash management, and its decision-making procedures comply with the stock listing rules of Shanghai Stock Exchange Regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 – standardized operation and other relevant provisions.
The company uses some idle raised funds for cash management this time, which is conducive to improving the use efficiency of raised funds, increasing the company’s cash asset income and maximizing the interests of shareholders.
The company’s use of some idle raised funds for cash management this time will not affect the normal development of the company’s main business, the construction of raised funds projects, and there is no situation of changing the purpose of raised funds in a disguised manner and damaging the interests of the company and all shareholders, especially minority shareholders. It is agreed that the company will use the temporarily idle raised funds for cash management, and submit the proposal to the general meeting of shareholders for deliberation.
(II) opinions of the board of supervisors
It is agreed that the company will use idle raised funds with a total amount of no more than RMB 500 million for cash management without affecting the construction of investment projects and the use of raised funds, and the service life shall not exceed 12 months from the date of deliberation and approval by the 2021 annual general meeting of shareholders. Within the validity period of the above quota and resolution, it can be recycled and used. The cash management of idle raised funds shall be returned to the special account for raised funds upon expiration.
(III) opinions of the recommendation institution
On the premise of ensuring the safety of funds and effective control of investment risks, the company will use idle raised funds for cash management, which will be conducive to the appreciation of funds
