Securities code: Beijing Const Instruments Technology Inc(300445) securities abbreviation: Beijing Const Instruments Technology Inc(300445) Announcement No.: 2022016 Beijing Const Instruments Technology Inc(300445)
Announcement on the use of self owned funds and 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.
In order to make rational use of idle funds, further improve the use efficiency of working funds and reduce the comprehensive financial cost of the company, on the premise of ensuring the safety of funds and ensuring that the daily operation of the company will not be affected, Beijing Const Instruments Technology Inc(300445) (hereinafter referred to as “the company”, “the company” or ” Beijing Const Instruments Technology Inc(300445) “) deliberated and adopted the proposal on cash management with self owned funds and idle raised funds at the 13th meeting of the 5th board of directors held on March 23, 2022, It is agreed that the company and its subsidiaries use idle raised funds with a total amount of no more than RMB 80 million and their own idle funds with a total amount of no more than RMB 100 million for cash management, and the funds can be used on a rolling basis within the limit. The service life shall be valid within one year from the date of adoption of the resolution of the board of directors of the company, and the management of the company shall be authorized to implement relevant matters. The details are as follows: I. Basic information of raised funds
Beijing Const Instruments Technology Inc(300445) (hereinafter referred to as the company) approved by the reply on approving Beijing Const Instruments Technology Inc(300445) non-public development of shares (zjxk [2019] No. 2653) of China Securities Regulatory Commission, the company issued 196709 million shares to specific objects at an issue price of 15.10 yuan / share, with a total raised capital of 297030600 yuan, after deducting the relevant issuance expenses of 129453 million yuan (excluding value-added tax), The net amount of raised funds was 284085300 yuan. The above raised funds have been verified by YONGTUO Certified Public Accountants (special general partnership) and issued the capital verification report on the stock subscription funds of Beijing Const Instruments Technology Inc(300445) gem non-public development banks (jyyz (2021) No. 210026). 2、 Basic information of investment projects with raised funds
According to the disclosure of Beijing Const Instruments Technology Inc(300445) non-public development bank stock plan (the second revision), the total amount of funds raised by the company’s non-public offering will be used to invest in the following projects after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment to be invested with raised funds
1 intelligent manufacturing project of pressure and temperature detection instrument 34 China Vanke Co.Ltd(000002) 789564
2 intelligent calibration product R & D center project 10 Shenzhen Quanxinhao Co.Ltd(000007) 04000
Total 440 Digital China Group Co.Ltd(000034) 93564
If the funds raised by the company are in place, the self raised funds shall be replaced according to the actual progress of the project in accordance with the relevant laws and regulations. The actual amount of funds raised this time (after deducting the issuance expenses) is less than the total amount of funds to be invested in the above projects. The company will adjust and finally determine the priority of funds raised and the specific investment amount of each project according to the actual amount of funds raised and the priorities of the projects. 3、 Overview of cash management using self owned funds and idle raised funds 1 Purpose of cash management
In order to further improve the use efficiency of self owned funds and raised funds, reduce the comprehensive financial cost of the company and make rational use of idle funds, the company and its subsidiaries use temporarily idle raised funds and self owned idle funds for cash management on the premise of ensuring that the construction of investment projects with raised funds and the normal operation of the company will not be affected, and effectively controlling risks, so as to increase the company’s income and seek better investment return for the company and shareholders. 2. Investment quota
The company and its subsidiaries use idle raised funds with a total amount of no more than RMB 80 million and their own idle funds with a total amount of no more than RMB 100 million for cash management, and the funds can be used in a rolling manner within the limit. 3. Investment varieties
The company and its subsidiaries use their own funds and idle raised funds for cash management, which are cash management products with high security, good liquidity, less than one year and low risk (including but not limited to structural deposits, large certificates of deposit, time deposits, call deposits, agreed deposits, principal guaranteed income certificates, etc.). 4. Cash management period
Effective within one year from the date of deliberation and approval by the board of directors of the company. 5. Source of funds
The funds used by the company for cash management are idle self owned funds and idle raised funds of the company, and the source of funds is legal and compliant. 6. Approval procedures to be performed
Proposal on cash management using self owned funds and idle raised funds. According to the articles of association and relevant laws and regulations, this proposal is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. The company and its subsidiaries have no affiliated relationship with the financial institutions that conduct cash management, and the investment does not constitute a connected transaction and does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, which does not need to be approved by relevant departments. 7. Information disclosure
The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange and other regulatory agencies. The company uses its own funds and temporarily idle raised funds for cash management, which will not affect the normal implementation of the investment projects of raised funds and the normal operation of the company, and there is no situation of changing the purpose of raised funds in a disguised form. It is conducive to improving the use efficiency of raised funds and its own funds, obtaining good capital return, safeguarding the interests of all shareholders of the company, and there is no situation of damaging the interests of the company and its shareholders. 4、 Investment risk analysis and risk control measures 1 investment risk
Although the company chooses cash management products with low-risk investment varieties, the financial market is greatly affected by the macro-economy. The company will intervene in a timely and appropriate amount according to the economic situation and changes in the financial market, and it does not rule out that the investment is affected by market fluctuations. 2. For investment risks, the following control measures will be taken:
(1) Strictly select investment objects and select products issued by units with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability;
(2) The financial department of the company shall timely analyze and track the investment direction of financial products and project progress. If adverse factors are found or judged, corresponding measures will be taken in time to control investment risks;
(3) The internal audit department of the company is responsible for the internal supervision of the use and custody of funds, and conduct a comprehensive inspection of all cash management investment projects at the end of each fiscal year;
(4) Independent directors and the board of supervisors have the right to supervise and inspect the use of funds;
(5) The company will perform the obligation of information disclosure in a timely manner in strict accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
5、 Impact on the company
The company and its subsidiaries use their own funds and idle raised funds for cash management 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 funds and the normal development of the company’s main business.
The use of self owned funds and idle raised funds for cash management is conducive to improving the fund use efficiency and income of the company, further improving the overall performance level of the company, which is in line with the interests of all shareholders. 6、 Opinions of independent directors and board of supervisors 1 Opinions of independent directors
At present, the company is in good operation and stable financial condition. In order to improve the fund use efficiency of the company and its subsidiaries, the company uses its own funds and idle raised funds for cash management under the condition of ensuring the normal operation of the company’s main business and fund safety, which is conducive to improving the use efficiency of the company’s funds, increasing the company’s income, without adverse impact on the company’s business activities and in line with the interests of the company, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders, and the decision-making procedure of this matter is legal and compliant. The decision-making procedure complies with relevant laws and regulations. 2. Opinions of the board of supervisors
After review, the board of supervisors believes that the company’s use of its own funds and idle raised funds for cash management has controllable risks, can improve the use efficiency and income of the company’s funds, will not affect the normal development of the company’s main business, does not damage the interests of the company and small and medium-sized shareholders, and the decision-making and deliberation procedures are legal and compliant. The board of supervisors agrees that the company and its subsidiaries use temporarily idle raised funds of no more than RMB 80 million and idle self owned funds of no more than RMB 100 million for cash management. 7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that: Beijing Const Instruments Technology Inc(300445) the use of self owned funds and idle raised funds for cash management has been deliberated and approved at the 13th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors, and the independent directors have also expressed their explicit consent; It complies with the articles of association, the guidelines for self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant provisions, conforms to the interests of the company and all shareholders, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. Donghai securities has no objection to the cash management of Beijing Const Instruments Technology Inc(300445) this time using its own funds and idle raised funds. 8、 Documents for future reference
2. Beijing Const Instruments Technology Inc(300445) the resolution of the 13th meeting of the 5th board of supervisors; 3. Independent opinions of Beijing Const Instruments Technology Inc(300445) independent directors on relevant matters of the 13th meeting of the 5th board of directors; 4. Donghai Securities Co., Ltd. verification opinions on Beijing Const Instruments Technology Inc(300445) using its own funds and idle raised funds for cash management.
It is hereby announced.
Beijing Const Instruments Technology Inc(300445) board of directors
March 24, 2022
