Jiangsu Transimage Technology Co.Ltd(002866)
Announcement on the use of some idle raised funds and self owned funds for cash management 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.
Jiangsu Transimage Technology Co.Ltd(002866) (hereinafter referred to as “the company”, “the company” or “Chuanyi technology”) held the 12th meeting of the 3rd board of directors and the 10th meeting of the 3rd board of supervisors on March 17, 2022, deliberated and approved the proposal on cash management with idle raised funds and idle self owned funds, and agreed that the company would use idle raised funds with a total amount of no more than 200 million yuan to purchase in a timely manner with high safety The principal guaranteed financial products with good liquidity and the total amount shall not exceed RMB 1.2 billion. The self owned funds shall purchase the financial products with high security, good liquidity, stability and low risk issued by banks or other financial institutions for a period of no more than one year. Within the above amount, the funds can be used in a rolling manner. According to the relevant provisions of laws, regulations and systems such as the Listing Rules of Shenzhen Stock Exchange and the articles of association, this item can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval. At the same time, the general meeting of shareholders is requested to authorize the management of the company to implement the relevant matters of the plan, and the authorization period is valid within one year from the date of deliberation and approval by the general meeting of shareholders. The resolutions and opinions issued by the board of directors, the board of supervisors, independent directors and the recommendation institution of the company were published on cninfo.com on March 21, 2022（ http://www.cn.info.com.cn. ）。 This time, it is proposed to use some idle raised funds and self owned funds for cash management. The relevant matters are as follows:
1、 Basic information of the raised funds
(I) actual amount of funds raised and time of funds in place
With the approval of the reply on the approval of Jiangsu Transimage Technology Co.Ltd(002866) non-public development of shares (zjxk [2020] No. 906) issued by the China Securities Regulatory Commission, the company’s non-public offering of no more than 74541237 new shares. The company has actually issued 36855036 ordinary shares in RMB to specific investors, and the total amount of funds raised is 59999986 yuan. After deducting the total issuance expenses of 1209721800 yuan (the amount excluding tax is 114208303 yuan), the actual amount of funds raised is 587902768 yuan. The raised funds have been received in August 2020. The receipt of the above funds has been verified in the capital verification report (Rong Cheng Yan Zi [2020] No. 210z0021) of Rongcheng Certified Public Accountants (special general partnership). The company has adopted special account storage management for the raised funds.
(II) management of raised funds
In order to standardize the management and use of raised funds and protect the interests of investors, the company has formulated Jiangsu Transimage Technology Co.Ltd(002866) raised funds management system (hereinafter referred to as “raised funds management system”) in accordance with laws, regulations, Shenzhen Stock Exchange Listing Rules and other relevant provisions. The company’s raised funds management system has been deliberated and adopted at the first extraordinary general meeting of shareholders in 2015.
After the funds raised by non-public offering were in place in August 2020, the company deposited the raised funds in the special account for raised funds of Yangzhou Branch of Bank of Jiangsu Co., Ltd., and signed the tripartite supervision agreement for raised funds and the quadripartite supervision agreement for raised funds with the above banks and sponsors in September 2020. (III) use of raised funds
As of December 31, 2021, the amount of unused funds raised by the company’s non-public offering was RMB 21890700. 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, and there are temporarily idle raised funds.
2、 Basic information of cash management by using some idle raised funds and self owned funds this time
(I) capital purpose and investment amount
In order to improve the use efficiency of the company’s raised funds and its own funds and make rational use of idle funds, the company plans to use idle raised funds with a total amount of no more than 200 million yuan to purchase in a timely manner with high safety and without affecting the company’s investment projects with raised funds and the company’s normal operation Principal guaranteed financial products with good liquidity and self owned funds with a total amount of no more than RMB 1.2 billion shall purchase financial products with high security, good liquidity, stability and low risk issued by banks or other financial institutions for a period of no more than one year. Within the above limit, the company and its wholly-owned subsidiaries can use funds on a rolling basis for cash management.
(II) investment varieties and safety
The company and its wholly-owned subsidiaries intend to use some idle raised funds to purchase principal guaranteed financial products issued by banks or other financial institutions with high safety, good liquidity, meeting the principal guaranteed requirements and the longest product investment period of no more than 12 months; It is proposed to use some of its own funds to purchase financial products with high safety, good liquidity, stability and low risk issued by banks or other financial institutions for a period of no more than 12 months.
(III) investment period
It shall be valid within 1 year from the date of deliberation and approval by the general meeting of shareholders.
(IV) implementation mode
Within the scope of investment amount and investment period, the board of directors of the company requests the general meeting of shareholders to authorize the chairman to exercise the investment decision-making power and sign relevant contract documents.
(V) description of association relationship
The company plans to purchase financial products from commercial banks or other financial institutions that are not associated with the company. The use of some idle raised funds and self owned funds for cash management will not constitute a connected transaction.
(VI) information disclosure
The company will perform relevant information disclosure obligations in accordance with the relevant provisions of Shenzhen Stock Exchange and other regulatory authorities. 3、 Investment risk analysis and risk control measures
(I) investment risk
1. Although the company only invests in financial products with controllable risk and high liquidity, rather than securities investment, the financial market is greatly affected by macro-economy, so it is not excluded 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;
(II) risk control measures
1. The company will make decisions, manage, inspect and supervise the investment in short-term financial products in strict accordance with the articles of association and the foreign investment management system, and strictly control the safety of funds;
2. The chairman of the company will exercise the investment decision-making power according to the authorization. The Finance Department of the company is responsible for organizing the implementation and timely analyzing and tracking the investment direction and progress of financial products. If it is found 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;
3. The Audit Department of the company is responsible for auditing and supervising the use and custody of funds invested in short-term financial products, comprehensively inspecting all investment projects of financial products at the end of each quarter, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the Audit Committee;
4. The independent directors and the board of supervisors have the right to supervise and inspect the use of the company’s raised funds and cash management;
5. The company will disclose the purchase and profit and loss of financial products during the reporting period in the periodic report in accordance with the relevant provisions of Shenzhen Stock Exchange.
4、 Impact on the daily operation of the company
Under the premise that the raised funds are not necessary for the company’s investment and management of the main project, it will not affect the normal use of the raised funds and the normal operation of the company’s own funds, and ensure that the raised funds will not affect the normal operation of the company’s own funds. Through moderate low-risk short-term financial management, we can obtain certain investment income, which is conducive to further improve the overall performance level of the company, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
5、 Relevant review comments
1. Opinions of independent directors
After carefully reviewing the relevant materials on the use of some idle raised funds and self owned funds for cash management at this meeting, we believe that the decision-making procedures of the company’s use of idle raised funds and self owned funds for cash management comply with the relevant provisions of the articles of association, listing rules and No. 2 regulatory guidelines for listed companies – regulatory requirements for the management and use of raised funds of listed companies, On the premise of ensuring normal operation and ensuring fund safety, the company uses idle raised funds and its own funds for cash management, which can effectively improve the use efficiency of idle raised funds and its own funds under the premise of controllable risk, increase the company’s investment income, and will not adversely affect the company’s normal production and operation, the construction of investment projects with raised funds and the use of raised funds, There is no case of changing the purpose of the raised funds in a disguised form or damaging the interests of the company and all shareholders, especially minority shareholders. The decision-making and approval procedures of this matter comply with relevant laws, administrative regulations, normative documents and the relevant provisions of the articles of association. Therefore, we agree that the company will use no more than 200 million yuan of idle raised funds and 1.2 billion yuan of idle self owned funds for cash management, and submit them to the general meeting of shareholders for deliberation.
2. Opinions of the board of supervisors
On the premise of ensuring normal operation and capital safety, the company uses idle raised funds and its own funds for cash management, which is conducive to improving the use efficiency of funds and increasing capital income, will not affect the normal operation of raised investment projects, will not have an adverse impact on the operation of the company, 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. Therefore, the board of supervisors agreed that the company should use no more than 200 million yuan of idle raised funds and 1.2 billion yuan of idle own funds for cash management, and submit them to the general meeting of shareholders for deliberation.
3. Verification opinions of the recommendation institution
Upon verification, Soochow Securities Co.Ltd(601555) believes that:
(1) The company’s plan to use some idle raised funds and self owned funds for cash management has been deliberated and approved at the 12th meeting of the third board of directors and the 10th meeting of the third board of supervisors. The independent directors of the company also expressed their explicit consent, and the decision-making process of this matter is legal and compliant.
(2) The company’s purchase of principal guaranteed financial products with idle raised funds this time does not violate the relevant commitments of the investment projects of raised funds, does not affect the normal progress of the investment projects of raised funds, and does not change the investment projects of raised funds in a disguised manner and damage the interests of shareholders.
(3) The company uses some idle raised funds and its own funds for cash management, which can improve the efficiency of fund use and obtain certain income, which is in line with the interests of the company and all shareholders.
Soochow Securities Co.Ltd(601555) has no objection to the cash management of the company using some idle raised funds and its own funds. 6、 Documents for future reference
1. Resolutions of the 12th meeting of the third board of directors of the company;
2. Resolutions of the 10th meeting of the third board of supervisors of the company;
3. Independent directors’ independent opinions on relevant matters of the 12th meeting of the third board of directors of the company;
4. Soochow Securities Co.Ltd(601555) verification opinions on Jiangsu Transimage Technology Co.Ltd(002866) using some idle raised funds and self owned funds for cash management.
It is hereby announced.
Jiangsu Transimage Technology Co.Ltd(002866) board of directors March 18, 2022
