Securities code: 688337 securities abbreviation: Puyuan Jingdian Announcement No.: 2022002 Puyuan Jingdian Technology Co., Ltd
On the use of over raised funds and some idle raised funds for cash management
Announcement of
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Puyuan Jingdian Technology Co., Ltd. (hereinafter referred to as “the company”) held the 17th meeting of the first board of directors and the 9th meeting of the first board of supervisors on April 8, 2022, deliberated and adopted the proposal on cash management with over raised funds and some idle raised funds, and agreed that the company would not affect the implementation of investment projects with raised funds and ensure the safety of raised funds, The over raised funds and some idle raised funds with a maximum amount of no more than RMB 1 Shanghai Pudong Development Bank Co.Ltd(600000) 000 (including this amount) shall be used for cash management for the purchase of principal guaranteed investment products with high investment safety and good liquidity. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company. Within the above quota and period, the funds can be recycled and used on a rolling basis, and will be returned to the special account for raised funds of the company after expiration.
The board of directors authorizes the chairman of the company or the person authorized by the chairman of the board of directors to exercise the investment decision-making power of this cash management within the above investment amount and investment period and sign relevant documents, including but not limited to: selecting qualified professional financial institutions, clarifying the amount and period of cash management, selecting products / business types, signing contracts and agreements, etc. The specific matters shall be organized and implemented by the financial department of the company.
The independent directors and the board of supervisors of the company have expressed explicit consent to this matter, and Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as the “sponsor”) has issued clear and no objection verification opinions on this matter.
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Puyuan Jingdian Technology Co., Ltd. (zjxk [2022] No. 399) issued by China Securities Regulatory Commission on February 24, 2022, the company agreed to the application for registration of initial public offering of shares, and with the consent of Shanghai Stock Exchange, the company issued 30327389 RMB common shares (A shares) to the public for the first time, The issue price is 60.88 yuan per share, and the total amount of funds raised is 1846331400 yuan. After deducting 1802043 million yuan of issuance expenses (excluding value-added tax), the actual net amount of funds raised is 16661272 million yuan. All the above raised funds have been in place and verified by Deloitte Huayong Certified Public Accountants (special general partnership), and the capital verification report (DSB (y) Zi (22) No. 00172) was issued on April 2, 2022. After the raised funds are received, the company has carried out special account storage management for the raised funds, and the company has signed the three / four party supervision agreement on special account storage of raised funds with the sponsor and the commercial bank storing the raised funds. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 7, 2022 Announcement on the IPO of Puyuan Jingdian Technology Co., Ltd. on the science and innovation board.
2、 Use of raised funds
According to the prospectus of Puyuan Jingdian Technology Co., Ltd. for initial public offering and listing on the science and Innovation Board disclosed by the company, the use plan of the funds raised by this initial public offering is as follows:
Unit: 10000 yuan
Project name total investment raised capital investment
Industrialization 1500000 project of high-end digital oscilloscope based on self-developed chipset
R & D and manufacturing project of high-end microwave and RF instruments 17881561611844
Beijing R & D center expansion project 2899286
Shanghai R & D center construction project 988870988870
Supplementary working capital 500000
Total 763.127500000
As the construction of the project invested by the raised funds needs a certain period, according to the construction progress of the project invested by the raised funds, some of the raised funds are temporarily idle in the short term at this stage.
3、 Basic information of cash management using over raised funds and some idle raised funds this time
(I) investment purpose
On the premise of ensuring the safety of raised funds and the normal implementation of investment projects with raised funds and effectively controlling investment risks, improve the use efficiency of raised funds, increase the return on assets of the company and obtain more returns for the company and shareholders.
(II) investment quota and term
Within 12 months from the date of deliberation and approval of the 17th meeting of the first board of directors and the 9th meeting of the first board of supervisors, the company plans to use the over raised funds and some idle raised funds of no more than RMB 16000 million (including this amount) for cash management. Within the above amount and period, the funds can be recycled and rolled, and will be returned to the special account for raised funds of the company after expiration.
(III) types of investment products
The company will strictly control risks in accordance with relevant regulations, and plans to use over raised funds and some idle raised funds to purchase principal guaranteed investment products with high safety and good liquidity. Investment products shall not be used for pledge, do not involve securities investment, and shall not be used for bank financial management or trust products for the purpose of stocks and their derivatives, securities investment funds and securities investment and unsecured creditor’s rights as the investment object.
(IV) specific implementation mode
The board of directors authorizes the chairman or the person authorized by the chairman to exercise the investment decision-making power of the cash management and sign relevant documents within the above investment amount and investment period, including but not limited to: selecting qualified professional financial institutions, clarifying the amount and period of cash management, selecting products / business types, signing contracts and agreements, etc. The specific matters shall be organized and implemented by the financial department of the company.
(V) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange Kechuang board, the self regulatory guidelines for listed companies on Shanghai Stock Exchange Kechuang board No. 1 – standardized operation, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies.
(VI) distribution of cash management income
The proceeds obtained from the company’s cash management with over raised funds and some idle raised funds belong to the company, will be used to supplement the working capital required by the company’s daily operation, and will be managed and used in strict accordance with the requirements of China Securities Regulatory Commission and Shanghai Stock Exchange on the regulatory measures for raised funds. 4、 Impact on the daily operation of the company
The company plans to use over raised funds and some idle raised funds for cash management on the premise of complying with national laws and regulations, ensuring the funds required by the company’s raised investment projects and ensuring the safety of the raised funds, which will not affect the normal turnover needs of the company’s daily funds and the normal operation of the raised investment projects, nor affect the normal development of the company’s main business, and there is no behavior of changing the purpose of the raised funds in a disguised manner. At the same time, timely cash management of idle raised funds can improve the use efficiency of raised funds, increase the income of the company’s assets and obtain more returns for the company and shareholders.
5、 Risk analysis and investment risk control measures
(I) investment risk
Although the principal guaranteed investment products with high safety and good liquidity are selected, the financial market is greatly affected by the macro economy. The company will intervene in a timely and appropriate manner according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations.
(II) risk control measures
1. The company will handle relevant cash management business in strict accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange science and innovation board and the company’s rules and regulations such as the articles of association and the management system of raised funds, and strictly control the safety of funds.
2. Relevant personnel of the company’s management will timely analyze and track the investment direction and progress of investment products, strengthen risk control and ensure the safety of funds. If adverse factors are found or judged, corresponding measures will be taken in time. 3. The internal audit department of the company is responsible for auditing and supervising the use and custody of the company’s cash management funds, comprehensively inspecting all investment products every quarter, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the audit committee of the board of directors of the company.
4. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use and custody of the funds of this cash management, and can hire professional institutions to audit when necessary.
5. The company will perform the obligation of information disclosure in a timely manner in strict accordance with the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange.
6、 Review procedures and special comments performed by the company
(I) review procedure
On April 8, 2022, the 17th meeting of the first board of directors and the 9th meeting of the first board of supervisors deliberated and adopted the proposal on cash management with over raised funds and some idle raised funds, and agreed that the company would not affect the implementation of investment projects with raised funds and ensure the safety of raised funds, The over raised funds and some idle raised funds with a maximum amount of no more than RMB 1 Shanghai Pudong Development Bank Co.Ltd(600000) 000 (including this amount) shall be used for cash management for the purchase of principal guaranteed investment products with high investment safety and good liquidity. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company. The independent directors and the board of supervisors of the company have expressed explicit consent to this matter, and the recommendation institution has issued clear and no objection verification opinions on this matter.
(II) opinions of independent directors
The independent directors of the company believe that on the premise of ensuring the safety of raised funds and the normal implementation of investment projects with raised funds and effectively controlling investment risks, the company uses over raised funds and some idle raised funds for cash management to purchase capital guaranteed investment products with high safety and good liquidity, The decision-making procedures for the above matters comply with the relevant provisions of the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, which is conducive to improving the deposit income of idle raised funds and will not affect the construction of investment projects with raised funds, the normal use of raised funds and the daily production and operation of the company, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, all independent directors unanimously agree that the company uses the over raised funds and some idle raised funds for cash management.
(III) opinions of the board of supervisors
The board of supervisors believes that on the premise of ensuring the safety of the raised funds and the normal implementation of the investment projects with the raised funds and effectively controlling the investment risks, the company uses the over raised funds and some idle raised funds up to RMB 16000 million (including the principal) for cash management to purchase capital guaranteed investment products with high safety and good liquidity, which is conducive to improving the deposit income of idle raised funds, It will not affect the construction of investment projects with raised funds, the normal use of raised funds and the daily production and operation of the company, which is in line with the interests of the company and all shareholders and the requirements of relevant laws and regulations. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, the board of supervisors agreed that the company used the over raised funds and some idle raised funds for cash management.
(IV) verification opinions of the recommendation institution
After verification, the sponsor believes that the matter that Puyuan Jingdian Technology Co., Ltd. plans to use the over raised funds of no more than RMB 160 million and some idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions and fulfilled the necessary approval procedures, This event complies with laws and regulations, normative documents such as self regulatory guidelines No. 1 – standardized operation of listed companies on the science and Innovation Board of Shanghai Stock Exchange, regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, as well as the company’s raised funds management system and other relevant provisions, and there is no situation of changing the use purpose of raised funds in a disguised manner, It will not affect the normal progress of the investment plan of the raised funds, and can improve the efficiency of the use of funds, which is in line with the interests of the company and all shareholders.
To sum up, the recommendation institution has no objection to the company’s use of over raised funds and some idle raised funds for cash management.
7、 Online announcement attachment
(I) independent opinions of independent directors of Puyuan Jingdian Technology Co., Ltd. on relevant matters of the 17th meeting of the first board of directors of the company;
(II) Guotai Junan Securities Co.Ltd(601211) verification opinions on cash management of Puyuan Jingdian Technology Co., Ltd. using over raised funds and some idle raised funds.
It is hereby announced.
Board of directors of Puyuan Jingdian Technology Co., Ltd. April 11, 2022
