Securities code: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) securities abbreviation: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) Announcement No.: 2022015 Jiangsu Tongli Risheng Machinery Co.Ltd(605286)
Announcement on the use of 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:
Cash management trustee: banks and other financial institutions with legal business qualifications.
Cash management limit: no more than 200 million yuan.
Cash management authorization period: within 12 months from the date of deliberation and approval by the board of directors.
Varieties of cash management products: financial products with high security and good liquidity.
Review procedures performed: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) Co., Ltd. (hereinafter referred to as "the company") held the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors on March 17, 2022, and considered and adopted the proposal on cash management with raised funds. The independent directors have expressed their independent opinions with explicit consent, and the sponsor Central China Securities Co.Ltd(601375) (hereinafter referred to as the "sponsor") has issued a verification opinion with consent on this matter, which is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for approval.
1、 Overview of cash management
(I) purpose of cash management
On the premise of ensuring the funds required by the company's raised investment projects and the safety of the raised funds, improve the use efficiency of the temporarily idle raised funds, make rational use of the idle raised funds, increase the company's income and seek a better return on investment for the company and shareholders.
(II) source of funds
1. Source of funds: raised funds temporarily idle by the company.
2. Basic information of raised funds
With the approval of the reply on the approval of Jiangsu Tongli Risheng Machinery Co.Ltd(605286) initial public offering of shares (zjxk [2021] No. 88) issued by the China Securities Regulatory Commission, the company issued 42 million ordinary A shares (hereinafter referred to as "this public offering") to the public for the first time, with an issue price of RMB 15.08 per share and a total raised capital of RMB 633.36 million, After deducting the total issuance expenses of RMB 412057 million (excluding tax), the net amount of funds raised this time is RMB 5921543 million. All the above raised funds have been received and verified by Tianheng Certified Public Accountants (special general partnership), and the capital verification report (Tianheng Yanzi [2021] No. 00025) has been issued. In accordance with relevant regulations, the company has stored the raised funds in a special account, and signed the tripartite supervision agreement on the storage of raised funds with the deposit bank and the sponsor.
(III) investment quota
On the premise of ensuring that the normal progress of the company's investment plan of raised funds will not be affected, the company and its subsidiaries intend to use the temporarily idle raised funds with a maximum amount of no more than 200 million yuan for cash management.
(IV) authorization period
It is valid for 12 months from the date of deliberation and approval by the board of directors. Within the above quota and period, the funds can be used on a rolling basis.
(V) product variety
The varieties of investment are financial products with high security and good liquidity.
(VI) implementation mode
The board of directors authorizes the chairman of the company to exercise the decision-making power within the above validity period and capital limit. The specific matters shall be organized and implemented by the financial department of the company. This authorization shall be valid within 12 months from the date of adoption by the board of directors of the company. (VII) information disclosure
The company will timely disclose the specific situation of the company's cash management in accordance with the requirements of relevant laws, regulations and normative documents such as 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 Shanghai Stock Exchange and the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation, and will not change the purpose of raised funds in a disguised form.
(VIII) risk control measures
1. The idle raised funds for cash management of the company shall not be used for securities investment, and the investment products shall not be used for pledge.
2. The company will abide by the principle of prudent investment, strictly screen the issuers, and select financial institutions with good reputation and strong capital security ability. The Finance Department of the company will timely analyze and track the situation of investment products. If risk factors that may affect the safety of the company's funds are found in the assessment, corresponding measures will be taken in time to control the risks. 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.
2、 Information of the trustee
The trustee of the cash management products to be purchased by the company is a bank and other financial institution with legal business qualification, and the risk will be strictly controlled according to the credit status of the trustee.
3、 Impact on the company
Main financial indicators of the company in the latest year and the first period:
Unit: Yuan
Main accounting data December 31, 2021 September 30, 2021
(audited) (Unaudited)
Total assets 199947051302199432942381
Total liabilities 5253213293355514357582
Net assets attributable to shareholders of the parent company: 147414918369143918584799
January December 2021 January September 2021
(audited) (Unaudited)
Net cash flow from operating activities -13492013518 -228866314
As of December 31, 2021, the monetary capital of the company was 28274876465 yuan.
The company's current cash management amount accounts for 70.73% of the company's latest monetary funds. The company's use of temporarily idle raised funds for cash management is carried out on the premise of ensuring the funds required for the company's raised investment projects and ensuring the safety of the raised funds, which will not affect the normal turnover needs of the company's daily funds, the normal operation of the projects using the raised funds, and the normal development of the company's main business.
At the same time, cash management is carried out through appropriate temporary idle raised funds, so as to make rational use of idle raised funds, increase the company's income and seek a better return on investment for the company and shareholders.
2. Accounting treatment
The company's cash management products will be handled in strict accordance with the requirements of the "new standards for financial instruments", which may affect the subjects of "trading financial assets" and "monetary funds" in the balance sheet, and the subjects of "financial expenses", "profit and loss from changes in fair value" and "investment income" in the income statement.
4、 Risk tips
Although the products for cash management this time are financial products with high safety and good liquidity, the financial market is greatly affected by the macro-economy. It cannot be ruled out that the investment is affected by factors such as policy risk, market risk, liquidity risk, information transmission risk, force majeure and accident risk. Please make careful decisions and pay attention to preventing investment risks.
5、 Review procedures and special comments on Implementation
(I) review procedure
On March 17, 2022, the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors deliberated and approved the proposal on the use of raised funds for cash management, and agreed that the company would use the temporarily idle raised funds with a maximum amount of no more than 200 million yuan for cash management, which would 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 could be used on a rolling basis. The independent directors have issued independent opinions with explicit consent, and the recommendation institution has issued verification opinions with consent on this matter. This proposal does not need to be submitted to the general meeting of shareholders for deliberation and approval.
(II) opinions of independent directors
The independent directors believe that on the premise of ensuring the safety of the raised funds, the company uses the idle raised funds for cash management for the purchase of financial products with high safety and good liquidity. The decision-making procedures for the above matters 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 of listed companies, which is conducive to improving the deposit income of idle raised funds, The company's use of idle raised funds for cash management does not conflict with the implementation plan of the raised funds investment project, will not affect the construction of the raised funds investment project and the normal use of the raised funds, is in line with the interests of the company and all shareholders, and does not damage the interests of the company and all shareholders, especially minority shareholders.
In conclusion, we agree that the company will use the raised funds for cash management this time.
(III) opinions of the board of supervisors
The company uses the temporarily idle raised funds for cash management to purchase financial products with high safety and good liquidity. The decision-making procedures for the above matters comply with relevant regulations and are conducive to improving the deposit income of the idle raised funds. The company's use of the idle raised funds for cash management does not conflict with the implementation plan of the investment projects of the raised funds, and will not affect the construction of the investment projects of the raised funds and the normal use of the raised funds, It 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 minority shareholders.
In conclusion, we agree that the company will use the raised funds for cash management this time.
Central China Securities Co.Ltd(601375) Co., Ltd. expressed the following opinions:
At present, the company's operation is in good condition. On the premise of ensuring the fund demand, fund safety and investment risk of the company's investment projects with raised funds are effectively controlled, the company uses idle raised funds for cash management. There is no behavior of changing the purpose of raised funds in a disguised form, which is in line with the interests of the company and all shareholders. The proposal of using idle raised funds for cash management of the company has been deliberated and approved at the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors, and the independent directors of the company have also expressed explicit consent. The proposal does not need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
In conclusion, the recommendation institution has no objection to the company's cash management with idle raised funds in 2022.
6、 As of the date of this announcement, the company has used the raised funds for cash management in the last 12 months. Unit: 10000 yuan
No. financial product type actual investment amount actual principal recovered actual income outstanding principal amount
1 bank financial products 66 Shenzhen Zhenye(Group)Co.Ltd(000006) Shanghai Pudong Development Bank Co.Ltd(600000) 573.67 0.00
Total 66 Shenzhen Zhenye(Group)Co.Ltd(000006) Shanghai Pudong Development Bank Co.Ltd(600000) 573.67 0.00
The maximum daily investment amount in the last 12 months is 1 Shanghai Pudong Development Bank Co.Ltd(600000)
Maximum daily investment amount in the last 12 months / net assets of the last year (%) 10.85
Cumulative income from cash management in the last 12 months / net profit of the last year (%) 3.81
The cash management limit used at present is 0.00
Unused cash management limit 2000000
Total cash management limit: 2000000
It is hereby announced.
Jiangsu Tongli Risheng Machinery Co.Ltd(605286) board of directors March 19, 2022
