Securities code: Shenzhen Topband Co.Ltd(002139) securities abbreviation: Shenzhen Topband Co.Ltd(002139) Announcement No.: 2024 Shenzhen Topband Co.Ltd(002139)
Announcement on using some idle raised funds and self owned funds for cash management
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of raised funds
1. Public issuance of convertible corporate bonds in 2019
Approved by the reply on approving Shenzhen Topband Co.Ltd(002139) public issuance of convertible corporate bonds (zjxk [2018] No. 1842) of China Securities Regulatory Commission, Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as “the company”) has publicly issued 5.73 million convertible corporate bonds, with a face value of RMB 100 per bond and a total raised capital of RMB 573000000, After deducting the issuance expenses, the net amount of funds actually raised is 56543650942 yuan. All the above-mentioned raised funds were in place on March 13, 2019. Ruihua Certified Public Accountants (special general partnership) verified their availability and issued the capital verification report “Ruihua Yan Zi [2019] No. 48270001”.
2. Non public offering of shares in 2021
With the approval of the reply on approving Shenzhen Topband Co.Ltd(002139) non-public Development Bank shares (zjxk [2020] No. 1865) issued by the China Securities Regulatory Commission, Shenzhen Topband Co.Ltd(002139) non-public issuance of 92105263 RMB ordinary shares to specific objects, with a par value of RMB 1 per share, an issue price of RMB 11.40 per share and a total raised capital of RMB 10499999820, After deducting the expenses related to the issuance of RMB 1315292949 (excluding tax), the net amount of the actually available raised funds is RMB 103684706871. The arrival time of the raised funds is May 10, 2021. The availability of funds raised from this non-public offering of shares has been verified by Tianzhi International Certified Public Accountants (special general partnership), and a capital verification report of “Tian Zhi Ye Zi [2021] No. 29460” has been issued.
For the above raised funds, the company has stored the raised funds in a special account, and signed a supervision agreement with the sponsor and the commercial bank storing the raised funds.
2、 Use of raised funds and reasons for temporary idleness
As of December 31, 2021, the company has actually used 733437 million yuan of raised funds, and the balance of raised funds is 8 Hunan Warrant Pharmaceutical Co.Ltd(688799) million yuan (including the net amount of outstanding issuance expenses, accumulated bank deposit interest received minus bank handling charges, etc.). As the construction and capital investment of investment projects with raised funds need a certain period, some of the raised funds are temporarily idle. Without affecting the use of raised funds and normal operation, the company will make rational use of temporarily idle funds for cash management.
3、 Basic information of cash management by using some idle raised funds and self owned funds this time 1. Purpose of investing in financial products
In order to improve the use efficiency of the company’s idle raised funds and self owned funds and make rational use of the idle raised funds and self owned funds, the company plans to use some idle raised funds and self owned funds to purchase Principal Guaranteed bank financial products with good liquidity at an appropriate time without affecting the investment projects of the company’s raised funds and the normal operation of the company.
2. Investment quota
Use idle raised funds of no more than RMB 100 million and self owned funds of no more than RMB 60 million to purchase short-term Principal Guaranteed bank financial products. Funds within the above limits can be used on a rolling basis. 3. Investment period
Effective within 12 months from the date of deliberation and approval by the board of directors and the board of supervisors of the company.
4. Investment varieties
In order to control risks, the investment varieties are low-risk, short-term (no more than one year) principal guaranteed bank financial products, excluding bank financial products invested by banks and other financial institutions with stocks, interest rates, exchange rates and their derivatives, and do not involve venture capital varieties.
The principal guaranteed bank financial products purchased with idle raised funds 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 Shenzhen stock exchange for filing and announcement.
5. Information disclosure
The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
4、 Investment risk and risk control measures
1. Investment risk
(1) The principal guaranteed financial products purchased by the company belong to low-risk investment varieties, but the financial market is affected by the 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, and will not rule out the impact of market fluctuations.
2. Risk control measures
(1) The Finance Department of the company will timely analyze and track the investment direction and progress of financial products. Once it is found that there are risk factors that may affect the safety of the company’s funds, it will timely take preservation measures to control investment risks. (2) The internal audit department of the company is responsible for auditing and supervising the use and custody of the funds of the purchased bank financial products, and reporting to the audit committee of the board of directors.
(3) The independent directors and the board of supervisors of the company have the right to conduct regular or irregular inspection on the situation of its investment bank financial products, and can hire professional institutions to audit when necessary.
(4) The company will disclose the principal guaranteed bank financial management and related profits and losses during the reporting period in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Impact on the company
The company’s investment in principal guaranteed bank financial products with idle raised funds and its own funds will not affect the investment projects of raised funds and the normal operation of the company, the normal capital turnover and needs of the company, and the normal development of its main business. Appropriate low-risk financial investment can improve the use efficiency of the company’s idle funds, obtain certain investment income, seek more investment returns for the company and shareholders, and further improve the overall performance level of the company, which is in line with the interests of the company and all its shareholders.
6、 Opinions of independent directors, board of supervisors and recommendation institutions
1. Huang Yuegang, Hua Xiuping and Li Xumeng, independent directors of the company, believe that:
The decision-making procedures for the company to use some idle raised funds and idle self owned funds to purchase bank investment products with high safety and good liquidity comply with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the self regulatory guidelines for listed companies on Shenzhen Stock exchange No. 1 – standardized operation of listed companies on the main board Relevant provisions of the articles of association and the company’s measures for the administration of the use of raised funds.
Under the condition of ensuring that the investment projects of the company’s raised funds and the normal operation of the company are not affected, the company uses part of the idle raised funds of no more than 100 million yuan and 60000 self owned funds to buy bank investment products with high safety and good liquidity, which is conducive to improving the use efficiency of short-term idle raised funds and self owned funds, obtaining certain investment income, and there is no behavior of changing the purpose of the raised funds in disguise, It will not affect the construction and use of the raised funds, nor affect the normal operation of the company, which is in line with the interests of the company and all shareholders.
2. The board of supervisors of the company believes that:
The board of supervisors believes that the company’s use of idle raised funds of no more than 100 million yuan and its own funds of no more than 60 million yuan to purchase Principal Guaranteed bank financial products with high safety and good liquidity is conducive to improving the use efficiency and income of the company’s raised funds and its own funds, without damaging the interests of the company and minority shareholders, affecting the normal use of raised funds and the normal development of investment projects with raised funds, There is no disguised change in the purpose of the raised funds, which meets the requirements of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association, the company’s measures for the administration of raised funds and so on.
3. China Securities Co.Ltd(601066) securities, as a sponsor, believes that:
Upon verification, China Securities Co.Ltd(601066) Securities believes that:
1. Shenzhen Topband Co.Ltd(002139) the use of some idle raised funds to purchase bank financial products has been deliberated and approved by the board of directors and the board of supervisors. All independent directors have expressed their independent opinions with explicit consent and fulfilled the necessary legal procedures.
2. Shenzhen Topband Co.Ltd(002139) this use of some idle raised funds to purchase bank financial products complies 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 and the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and there is no situation to change the use purpose of raised funds in a disguised form, Nor does it affect the normal operation of the investment plan of raised funds and there is no damage to the interests of shareholders.
6、 Documents for future reference
1. Resolutions of the 21st Meeting of the 7th board of directors of the company;
2. Independent opinions of independent directors on relevant matters;
3. Resolutions of the 17th meeting of the 7th board of supervisors of the company;
4. China Securities Co.Ltd(601066) verification opinions on Shenzhen Topband Co.Ltd(002139) using some idle raised funds and self owned funds for cash management.
It is hereby announced.
Shenzhen Topband Co.Ltd(002139) board of directors March 22, 2022
