Securities code: China National Gold Group Gold Jewellery Co.Ltd(600916) securities abbreviation: China National Gold Group Gold Jewellery Co.Ltd(600916) Announcement No.: 2022023
China National Gold Group Gold Jewellery Co.Ltd(600916) announcement on using self owned funds to pay equal replacement funds for raised investment projects
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
China National Gold Group Gold Jewellery Co.Ltd(600916) (hereinafter referred to as “the company”) held the 23rd Meeting of the first board of directors and the 14th meeting of the first board of supervisors on April 7, 2022. The proposal on the company’s use of its own funds to pay equal replacement funds for raised investment projects was reviewed and approved respectively. It is agreed that the company should improve the efficiency of fund use, reasonably improve the payment method of raised investment projects and reduce the cost of fund use, During the implementation of the fund-raising investment project “regional flagship store construction, information platform upgrading and construction, R & D and Design Center Project”, use its own funds to pay the project funds payable and equipment procurement funds involved in the fund-raising investment project according to the actual situation, and then regularly replace them with the same amount of raised funds, that is, transfer them from the special account of raised funds to the general account of the company or the basic deposit account of subsidiaries, This part of the equal replacement fund is regarded as the fund used for the raised investment project. The board of directors, the board of supervisors, independent directors and the recommendation institution of the company have expressed clear consent to the above matters. Relevant matters are hereby announced as follows:
1、 Basic information of raised funds
Approved by the reply on approving China National Gold Group Gold Jewellery Co.Ltd(600916) initial public offering of shares (zjxk [2020] No. 3063) of China Securities Regulatory Commission, the company publicly issued 18000000000 RMB ordinary shares (A shares) in 2021, with a par value of 1.00 yuan per share, an issue price of 4.99 yuan per share and a total raised capital of 89820000000 yuan. After deducting the total issuance expenses of 6723950000 yuan (including tax), the net amount of funds actually raised is 8309605000 yuan, On February 2, 2021, they were remitted into the special account for raised funds opened by the company at Industrial Bank Co.Ltd(601166) Beijing Branch (hereinafter referred to as ” Industrial Bank Co.Ltd(601166) ) (Account No.: 3266 Jinneng Holding Shanxi Coal Industry Co.Ltd(601001) 00442779) and China Citic Bank Corporation Limited(601998) Beijing COFCO Plaza sub branch (hereinafter referred to as” China Citic Bank Corporation Limited(601998) ) (Account No.: 71126101826 Guangdong Shunna Electric Co.Ltd(000533) 50). Ruihua Certified Public Accountants (special general partnership) verified the receipt of the company’s raised funds and issued the capital verification report (Ruihua Yan Zi [2021] No. 01500001).
The company has adopted a special account for the storage and management of the raised funds, and the raised funds have been remitted to the special account for raised funds (Account No.: 3266 Jinneng Holding Shanxi Coal Industry Co.Ltd(601001) 00442779) opened in Industrial Bank Co.Ltd(601166) and the special account for raised funds (Account No.: 71126101826 Guangdong Shunna Electric Co.Ltd(000533) 50) opened in China Citic Bank Corporation Limited(601998) . On January 29, 2021, the company signed the tripartite supervision agreement on the special account storage of raised funds (hereinafter referred to as the “tripartite supervision agreement”) with Industrial Bank Co.Ltd(601166) , the sponsor Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “), which defined the rights and obligations of all parties. There is no significant difference between the content of the tripartite supervision agreement and the tripartite supervision agreement (model) on the special account for the storage of raised funds formulated by Shanghai Stock Exchange.
2、 Basic information of investment projects with raised funds
According to the prospectus for initial public offering disclosed by the company, the investment projects and use plans of the funds raised by the company’s initial public offering are as follows:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested in raised funds
1 regional flagship store construction project 54270875427087
2. Information platform upgrading construction project 634367634367
3 R & D and Design Center project 248151248151
4. Supplementary working capital 20 China Vanke Co.Ltd(000002) 000000
Total 83096058309605
3、 Reasons and operation procedures for using self owned funds to pay the funds required for raised investment projects and replacing them with raised funds in the same amount
(I) reasons for equal replacement
1. At present, the gold jewelry products sold by the company are mainly self-produced and outsourced processing, and the main raw materials are purchased by Shanghai gold exchange. In view of the frequent fluctuation of market gold price and the long approval process of the special account for raised funds, if all purchase funds are directly paid from the special account, it will affect the procurement efficiency and form fluctuation risk. The procurement of some finished products in stores around the company is mainly centralized procurement by Beijing headquarters, which needs to be paid with its own funds in advance.
2. Part of the expenditure of the information platform upgrading construction project and the R & D and Design Center project is complex and fragmented, and the fund-raising requirements are not suitable for direct expenditure from the special account for raised funds.
Based on the actual situation of the company’s business development, in order to improve the use efficiency of the raised funds, the company plans to apply for paying the funds required for the raised investment projects in the form of its own funds in advance during the implementation of the raised investment projects, and then regularly replace them with the raised funds in the same amount; It shall be transferred from the special account of raised funds to the general account of the company or the basic deposit account of subsidiaries, and this part of the equivalent replacement funds shall be regarded as the funds used in the raised investment project.
(II) equal replacement operation process
The raised investment project shall be paid in advance with its own funds, and the equal replacement process shall be implemented after the raised investment fund is received. The specific operation process is as follows:
1. Regional flagship store construction project
The regional flagship store construction project is initiated by the newly established self operated store management subsidiaries in various regions. After being signed and approved by the store project leader of the subsidiary, the financial manager and the general manager of the company, it is reported to the inventory demand of the company’s production management department. At the same time, other expenditures of relevant direct stores are combined, and the “detailed statement of the use of raised funds” is prepared and submitted to the company’s asset finance department on a regular basis, The financial manager and the chief accountant of the company shall review the contents listed in the “list of use of raised funds”, and then transfer funds from the special account of raised funds after approval.
Among them, the financial manager and general manager of the subsidiary are responsible for the judgment, review and fund payment of the expenses of the raised funds of the subsidiary; The Asset Finance Department of the company is responsible for arranging the raised funds to pay the self owned funds paid by each subsidiary.
2. Information platform upgrading construction project
Each subsidiary or department undertaking the upgrading and construction project of the company’s information platform initiates a payment or reimbursement application. After being signed and approved by the relevant project leader, financial manager and general manager of the company, or the general manager of the company’s department and leader in charge, the “statement of the use of raised funds” is regularly submitted to the asset and Finance Department of the company. The financial manager and chief accountant of the Company review the contents listed in the “statement of the use of raised funds”, After approval, the funds will be transferred from the special account for raised funds. Among them, the financial manager and general manager of the subsidiary are responsible for the judgment, review and fund payment of the expenses of the raised funds of the subsidiary, and the general manager or leader in charge of the Department is responsible for the judgment and review of the expenses of the raised funds of the relevant departments; The Asset Finance Department of the company is responsible for arranging the raised funds to pay the self owned funds paid by each subsidiary or department.
3. R & D and Design Center Project
Each subsidiary or department undertaking the company’s R & D and Design Center Project initiates the payment or reimbursement application. After being signed and approved by the relevant project leader, financial manager and general manager of the company, or the general manager of the company’s department and leader in charge, the “detailed statement of the use of raised funds” shall be regularly submitted to the company’s assets and finance department. The company’s financial manager and chief accountant shall review the contents listed in the “detailed statement of the use of raised funds”, After approval, the funds will be transferred from the special account for raised funds. Among them, the financial manager and general manager of the subsidiary are responsible for the judgment, review and fund payment of the expenses of the raised funds of the subsidiary, and the general manager or leader in charge of the Department is responsible for the judgment and review of the expenses of the raised funds of the relevant departments; The Asset Finance Department of the company is responsible for arranging the raised funds to pay the self owned funds paid by each subsidiary or department.
4、 Impact on the company
The company pays the funds required for the raised investment projects in the form of its own funds in advance, which helps to improve the use efficiency of the raised funds, reduce the company’s financial costs and control the risk of contract performance, which is in line with the interests of the company and all shareholders, does not affect the normal progress of the raised funds investment projects, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders.
5、 Review and approval procedures and relevant opinions
(I) deliberations of the board of directors
On April 7, 2022, the 23rd Meeting of the first board of directors of the company deliberated and approved the proposal on the company’s use of its own funds to pay equal replacement funds for raised investment projects, and agreed that the company should use its own funds to pay the payables involved in raised investment projects according to the actual situation.
(II) opinions of independent directors
The company uses its own funds to pay the equivalent replacement funds for the raised investment projects, and has formulated the corresponding operation procedures, which is conducive to improving the use efficiency of the raised funds, reducing the financial cost, in line with the interests of the company and all shareholders, will not affect the normal progress of the company’s raised funds investment projects, there is no situation of changing the investment direction of the raised funds in disguise, and will not damage the rights and interests of the company and all shareholders. Therefore, it is agreed that the company will use its own funds to pay equal replacement funds for raised investment projects.
(III) opinions of the board of supervisors
The company uses its own funds to pay the equivalent replacement funds for the raised investment projects, and has formulated the corresponding operation procedures, which is conducive to improving the use efficiency of the raised funds, reducing the financial cost, in line with the interests of the company and all shareholders, will not affect the normal progress of the company’s raised funds investment projects, there is no situation of changing the investment direction of the raised funds in disguise, and will not damage the rights and interests of the company and all shareholders. The company has fulfilled the necessary decision-making procedures and established a standardized operation process. Therefore, it is agreed that the company will use its own funds to pay equal replacement funds for raised investment projects.
6、 Documents for future reference
Resolution of the 23rd Meeting of China National Gold Group Gold Jewellery Co.Ltd(600916) the first board of directors;
Resolutions of the 14th meeting of China National Gold Group Gold Jewellery Co.Ltd(600916) the first board of supervisors;
Independent opinions of China National Gold Group Gold Jewellery Co.Ltd(600916) independent directors on the matters of the 23rd Meeting of the first board of directors;
Verification opinions of Citic Securities Company Limited(600030) on China National Gold Group Gold Jewellery Co.Ltd(600916) using its own funds to pay the funds required for the raised investment project and replacing it with the raised funds in the same amount.
It is hereby announced.
China National Gold Group Gold Jewellery Co.Ltd(600916) board of directors April 11, 2022
