Securities code: Jiangsu Chinagreen Biological Technology Co.Ltd(300970) securities abbreviation: Jiangsu Chinagreen Biological Technology Co.Ltd(300970) Announcement No.: 2022012 Jiangsu Chinagreen Biological Technology Co.Ltd(300970)
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.
Jiangsu Chinagreen Biological Technology Co.Ltd(300970) (hereinafter referred to as “the company”) held the 12th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors on April 8, 2022, deliberated and adopted the proposal on cash management with idle raised funds respectively, and agreed that the company and its wholly-owned subsidiaries, without affecting the investment plan of raised funds, Use idle raised funds of no more than 490 million yuan (including this amount) for cash management. Within the above limit, the funds can be used on a rolling basis. This proposal needs to be submitted to the general meeting of shareholders for deliberation within 12 months from the date of deliberation and adoption by the general meeting of shareholders. The specific situation is hereby announced as follows: I. Basic information of raised funds
With the approval of registration of Jiangsu Chinagreen Biological Technology Co.Ltd(300970) initial public offering (zjxk (2021) No. 757) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company was approved to publicly issue 14.59 million ordinary shares (A shares), with a par value of 1.00 yuan per share, an issue price of 44.77 yuan per share and a total raised capital of 653194300 yuan, After deducting various issuance expenses, the net amount of raised funds was 5961098 million yuan. Grant Thornton Certified Public Accountants (special general partnership) verified the receipt of the company’s funds issued this time and issued a capital verification report (Grant Thornton inspection Zi (2021) No. 371c000160).
The company has stored the raised funds in a special account and signed a tripartite supervision agreement and supervision agreement with the sponsor and the deposit bank.
After deducting the issuance expenses, the funds raised by the company’s initial public offering of shares will be invested in the following projects:
Unit: 10000 yuan
No. name of investment project with raised funds total amount of raised funds to be used for project investment
Technical transformation project of No. 1 Factory
2. Technical transformation project of Siyang Huamao Agricultural Development Co., Ltd. 18990001899000
3 Hebei hualvzhizhen Biotechnology Co., Ltd. annual output of 54000 tons of fresh products 51258673096031 Flammulina velutipes factory production project
Total 81226675961098
2、 The proposed use of idle raised funds for cash management
(I) investment purpose
In order to improve the use efficiency of the raised funds, the company plans to use the idle raised funds for cash management without affecting the normal progress of the investment projects of the raised funds and the safety of the raised funds, so as to better maintain and increase the value of the company’s cash and protect the interests of the company’s shareholders.
(II) investment varieties
1. For products with high safety and meeting the capital preservation requirements, the product issuer can provide capital preservation commitments; 2. The investment and financial products with good liquidity and the longest term of a single financial product is no more than 12 months, or are deposited in the form of time deposits, structured deposits, call deposits and other deposits, which will not affect the normal progress of the investment plan of raised funds.
The use of the above funds does not violate the relevant provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies of China Securities Regulatory Commission, nor does it involve securities investment, derivative investment and other high-risk investment varieties specified in the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
(III) investment quota and validity period
The company plans to use idle raised funds of no more than RMB 490 million (including this amount) for cash management, which is valid for 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above-mentioned limit and term, the funds can be recycled and used in a rolling manner.
(IV) source of funds
Raised funds temporarily idle by the company and its wholly-owned subsidiaries.
(V) implementation mode
The above matters can be implemented only after being deliberated and approved by the general meeting of shareholders. The board of directors of the company will authorize the chairman to exercise the investment decision-making power and sign relevant documents, including but not limited to: clarifying the amount and period of investment and wealth management, selecting the variety of investment products, signing contracts and agreements, etc. The financial management department of the company is responsible for the specific implementation.
(VI) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with the relevant requirements of the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, and listed companies regulatory guidance No. 2 – regulatory requirements for the management and use of raised funds of listed companies.
3、 Investment risk and risk control measures
(I) investment risk
1. Although bank principal guaranteed financial products and structured deposit products belong to low-risk investment varieties, the financial market is greatly affected by the macro-economy, and it is not ruled out that this 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 income of short-term investment is unpredictable.
3. Operation and monitoring risks of relevant personnel.
(II) control measures to be taken against investment risks
1. The financial management department of the company will timely analyze and track the investment direction of financial products. During the financial management of the above financial products, the company will maintain close contact with relevant financial institutions, timely track the operation of financial funds, strengthen risk control and supervision, and strictly control the safety of funds.
2. The internal audit department of the company shall conduct daily supervision on the use and custody of financial funds, and regularly audit and verify the use of financial funds.
3. The board of supervisors and independent directors of the company 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 and other regulatory agencies.
4、 Impact of this cash management event on the company
(I) on the premise of ensuring the control of investment risks and not affecting the normal implementation of investment projects with raised funds, the company uses idle raised funds within the authorized limit to purchase bank principal guaranteed financial products and structured deposit products with high safety and liquidity, which will not have an adverse impact on the company’s main business and daily operation.
(II) through appropriate cash management, we can obtain certain investment income, improve the efficiency of the company’s capital use, and bring more investment returns to the company and shareholders.
5、 Relevant review and approval procedures and special opinions
(I) deliberations of the board of directors
On April 8, 2022, the 12th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on using idle raised funds for cash management, which agreed that the company and its wholly-owned subsidiaries would use idle raised funds of no more than RMB 490 million (including the principal amount) for cash management under the condition of ensuring that the normal progress of raised investment projects would not be affected. The proposal needs to be submitted to the general meeting of shareholders for deliberation and approval. The service life is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit, the funds can be used on a rolling basis. The company authorizes the chairman or his authorized representative to exercise the decision-making power and sign relevant legal documents, and authorizes the company’s financial department to implement relevant matters.
(II) deliberation of the board of supervisors
On April 8, 2022, the 12th meeting of the Fourth Board of supervisors of the company deliberated and approved the proposal on cash management with idle raised funds, and considered that the company’s use of idle raised funds for cash management with an amount not exceeding RMB 490 million (including this amount) complies with relevant laws and regulations, and without affecting the construction of raised investment projects, The rational use of the raised funds for cash management is conducive to improving the use efficiency of the raised funds, obtaining the maximum benefit return for the company and all shareholders, and does not harm the interests of the company’s shareholders. All supervisors unanimously agreed to the proposal.
(III) opinions of independent directors
The independent directors of the company carefully reviewed the matters of the proposal on using idle raised funds for cash management, and agreed that under the condition of not affecting the construction of raised funds and the normal operation of the company, the company should reasonably use idle raised funds of no more than RMB 490 million (including this amount) for cash management, which is conducive to improving the use efficiency of idle raised funds and increasing the investment income of the company, It is in line with the interests of the company and all shareholders to obtain more returns for the company and shareholders, and 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 deliberation procedures of this matter are legal and compliant, and express clear consent to the above matters.
(IV) verification opinions of the recommendation institution
The sponsor Citic Securities Company Limited(600030) believes that the company’s use of idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their explicit consent and fulfilled the necessary approval procedures, Comply with relevant provisions 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, etc. In conclusion, the recommendation institution has no objection to the company’s cash management with idle raised funds of no more than RMB 490 million (including this amount).
6、 Documents for future reference
1. Resolutions of the 12th meeting of the 4th board of directors;
2. Resolutions of the 12th meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on matters related to the 12th meeting of the Fourth Board of directors of the company; 4. Citic Securities Company Limited(600030) verification opinions on the company’s use of idle raised funds for cash management.
It is hereby announced.
Jiangsu Chinagreen Biological Technology Co.Ltd(300970) board of directors April 8, 2022
