Securities code: Zhejiang Meorient Commerce & Exhibition Inc(300795) securities abbreviation: Zhejiang Meorient Commerce & Exhibition Inc(300795) Announcement No.: 2022018
Zhejiang Meorient Commerce & Exhibition Inc(300795)
Announcement on using idle raised 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.
Zhejiang Meorient Commerce & Exhibition Inc(300795) (hereinafter referred to as “the company”) held the 22nd Meeting of the 4th board of directors on March 21, 2022, deliberated and adopted the proposal on using idle raised funds for cash management. Under the condition of ensuring that the construction of raised funds and the use of raised funds are not affected, it is planned to use no more than 120 million yuan of raised funds for cash management, which has high purchase safety, good liquidity Financial products with break even agreement. The term shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company, and shall be used in a rolling manner within the authorized limit. Within the limit, the board of directors authorizes the chairman to exercise the investment decision and sign relevant contract documents. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. The specific contents are hereby announced as follows:
1、 Basic information of raised funds
Approved by the reply on approving Zhejiang Meorient Commerce & Exhibition Inc(300795) initial public offering of shares (zjxk [2019] No. 1740) of China Securities Regulatory Commission, Zhejiang Meorient Commerce & Exhibition Inc(300795) (hereinafter referred to as “the company”) issued 25041000 ordinary shares (A shares) in RMB for initial public offering, with a par value of 1 yuan per share, an issue price of 14.27 yuan per share and a total raised capital of 35733507000 yuan, After deducting the issuance expenses of RMB 5502530000, the net amount of raised funds is RMB 30230977000. Tianjian Certified Public Accountants (special general partnership) has verified the availability of the above raised funds of the company on October 16, 2019 and issued the capital verification report (tjy [2019] No. 341).
As of February 28, 2022, the balance of the company’s raised funds of 13374343365 yuan has not been used.
2、 Specific plan for the company to use some idle raised funds for cash management
The construction period of the company’s fund-raising projects is 3 years. At present, the company’s fund-raising projects are still in the construction stage, and some of the raised funds are temporarily idle within a certain period of time; Based on the principle of maximizing the interests of shareholders, in order to improve the use efficiency of raised funds, the company plans to use no more than 120 million yuan of idle raised funds for short-term cash management without affecting the construction of raised funds and the use of raised funds. The details are as follows:
1. Variety of financial products
The company and its subsidiaries within the scope of consolidated statements will strictly control risks and strictly evaluate products in accordance with relevant regulations. The varieties to be invested with idle raised funds are cash management products with high safety, good liquidity, low risk and stability with an investment period of no more than 12 months. The purchase channels include but are not limited to commercial banks, securities companies and other financial institutions. The relevant products do not involve high-risk investments such as securities investment and derivatives investment specified in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
Investment products shall not be pledged, 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 submit it to Shenzhen stock exchange for filing and announcement.
2. Validity of resolution
Effective from the date of deliberation and approval by the general meeting of shareholders of the company, the investment period of a single investment product shall not exceed 12 months, and it can be recycled and used within the authorized amount.
3. Investment quota
The maximum amount shall not exceed 120 million yuan, within which the funds can be used on a rolling basis.
4. Implementation mode
Financial products must be purchased in the name of the company. The board of directors authorizes the chairman to exercise the investment decision-making power and sign relevant contracts and documents. The financial person in charge is responsible for the specific purchase. 5. Information disclosure
The company will timely disclose the specific situation of purchasing financial products in accordance with the relevant requirements of the guidelines for the supervision of listed companies No. 2 – the management of raised funds of listed companies and the standardized operation of companies listed on the gem.
3、 Investment risk analysis and risk control measures
(I) investment risk
1. Although the principal guaranteed financial products have been strictly evaluated, the financial market is greatly affected by the macro-economy. It is not excluded that the investment is affected by market fluctuations. It is mainly faced with investment risks such as income fluctuation risk and liquidity risk, and the actual income of financial products is unpredictable.
2. Operation and monitoring risks of relevant staff.
(II) for investment risks, the company plans to take the following measures:
1. The company will strictly abide by the principle of prudent investment and choose principal guaranteed investment varieties. Relevant personnel of the Finance Department of the company will analyze and track the progress in time. 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 investment risk;
2. The company will select the appropriate types and duration of financial products according to the company’s business arrangement and capital investment plan to ensure that the normal construction of investment projects with raised funds will not be affected;
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;
4. The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
4、 Impact on the company’s operation
1. The company adheres to the principles of standardized operation, risk prevention, prudent investment, value preservation and appreciation, and uses idle raised funds to invest in financial products with high safety, good liquidity and guaranteed principal. It is implemented on the premise of ensuring the daily operation and capital safety of the company, which will not affect the normal turnover needs of the company’s daily capital and the normal development of the company’s main business;
2. Through appropriate investment in principal guaranteed financial products with high security and good liquidity, we can improve the efficiency of capital use, obtain good investment return, further improve the overall performance level of the company and fully protect the interests of shareholders.
5、 Relevant review and approval procedures
1. Deliberations of the board of directors
The 22nd Meeting of the 4th board of directors was held on March 21, 2022, and the proposal on using idle raised funds for cash management was reviewed and approved. It was agreed to use idle raised funds of no more than 120 million yuan for cash management and purchase financial products with high safety, good liquidity and guaranteed principal. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2. Deliberation of the board of supervisors
On March 21, 2022, the company held the 15th meeting of the 4th board of supervisors, deliberated and approved the proposal on using idle raised funds for cash management, and held that using idle raised funds to buy principal guaranteed financial products with high safety and good liquidity is conducive to improving the use efficiency of the company’s raised funds and increasing economic benefits.
The use of idle raised funds for cash management this time will not affect the normal use of raised funds, the normal development of investment projects with raised funds, the use of raised funds in a disguised manner, or the interests of the company and minority shareholders, which is in line with the relevant provisions of the CSRC and Shenzhen stock exchange.
3. Opinions of independent directors
The decision-making procedure of using idle funds to purchase bank financial products this time 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. 2 – regulatory operation of GEM listed companies. Under the condition of ensuring that the construction of raised funds and the use of raised funds are not affected, The company uses no more than 120 million yuan of idle raised funds for cash management, and purchases financial products with high safety, good liquidity and guaranteed principal, which is conducive to improving the cash management income of idle raised funds. The temporarily idle raised funds used by the company do not affect the normal development of the company’s main business, do not conflict with the investment plan of raised funds, and do not change the use purpose of raised funds in a disguised form Damage to the interests of the company and all shareholders, especially minority shareholders.
4. Verification opinions of the recommendation institution
The company’s plan to use the idle raised funds of no more than 120 million yuan for cash management has fulfilled the necessary procedures of the board of directors and the board of supervisors. The consent of the independent directors will not affect the construction of the investment projects and normal production and operation activities of the raised funds, which 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, the sponsor agrees to the company’s use of idle raised funds for cash management, which will be implemented after being deliberated and approved by the company’s general meeting of shareholders.
6、 Documents for future reference
1. Resolution of the 22nd Meeting of the board of directors;
2. Resolutions of the 15th meeting of the 4th board of supervisors of the company;
3. Independent opinions of the company’s independent directors on matters related to the 22nd Meeting of the Fourth Board of directors;
4. Sinolink Securities Co.Ltd(600109) verification opinions on Zhejiang Meorient Commerce & Exhibition Inc(300795) using idle raised funds and self owned funds for cash management.
It is hereby announced!
Zhejiang Meorient Commerce & Exhibition Inc(300795) board of directors March 23, 2022
