Securities code: 300938 securities abbreviation: Emtek (Shenzhen) Co.Ltd(300938) Announcement No.: 2022-004 Emtek (Shenzhen) Co.Ltd(300938)
On continuing to use some idle raised funds
And cash management of its own funds
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.
Emtek (Shenzhen) Co.Ltd(300938) (hereinafter referred to as "the company" or " Emtek (Shenzhen) Co.Ltd(300938) ") convened the 25th meeting of the third board of directors and the 17th meeting of the third board of supervisors on January 10, 2022, deliberated and adopted the proposal on continuing to use some idle raised funds and self owned funds for cash management, It is agreed that the company will use idle raised funds with an amount of no more than RMB 300 million and its own funds with an amount of no more than RMB 300 million for cash management without affecting the normal progress of the investment plan of raised funds and the normal operation of the company and ensuring the safety of funds for the purchase of high security Investment products with good liquidity (including but not limited to large transferable certificates of deposit, structured deposits, agreed deposits, call deposits, time deposits, principal guaranteed financial management and treasury bond reverse repurchase varieties, among which the investment term of investment products purchased with idle raised funds for cash management shall not exceed 12 months). Within the above limit and validity period, the funds can be recycled and used in a rolling manner. At the same time, the general meeting of shareholders is requested to authorize the chairman of the company to exercise the investment decision-making power within the above validity period and capital limit, and sign relevant contracts and documents.
1、 Basic information of raised funds
With the approval of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on Approving the registration of Emtek (Shenzhen) Co.Ltd(300938) initial public offering shares (zjxk [2021] No. 11), the Emtek (Shenzhen) Co.Ltd(300938) (hereinafter referred to as the "company") issued 16275000 RMB common shares (A shares) for the first time, with a par value of 1.00 yuan per share and an issue price of 37.28 yuan / share, The total amount of funds raised is RMB 606732000, after deducting the issuance expenses of RMB 67569100, the actual net amount of funds raised is RMB 539162900. The raised funds have been transferred to the designated account of the company on January 22, 2021. On January 22, 2021, Lixin Certified Public Accountants (special general partnership) issued a capital verification report (xksbz [2021] No. ze10008) for the above matters to confirm the arrival of the raised funds.
2、 Investment projects of raised funds and reasons for temporary idleness
(I) investment projects with raised funds
According to the prospectus of Emtek (Shenzhen) Co.Ltd(300938) initial public offering and listing on GEM (hereinafter referred to as the "prospectus"), the company will invest in the following projects according to priority after deducting the issuance expenses:
Unit: 10000 yuan
No. project name estimated investment scale estimated investment amount of raised funds (10000 yuan)
1 relocation and expansion of East China testing base project 21501.67 21414.24
Inspection of automobile materials and parts in Guangzhou inspection base
2. Platform construction project 7382.32
3 R & D center and information system construction project 6633.10 6633.10
Total 35517.09 35429.66
(II) use of raised funds
As of December 31, 2021, the company has used a total of 262068713.71 yuan of raised funds, and the net amount of bank deposit interest received less bank handling charges is 8831909.86 yuan, The balance of raised funds is 285926149.96 yuan (including 16126149.96 yuan for bank demand deposit, 239.8 million.00 yuan for large amount transferable deposit and 30000000.00 yuan for other demand financial products)
(III) idle raised funds
The project construction needs a certain period due to the raised funds. At present, the company is orderly promoting the progress of investment projects with raised funds in accordance with the use plan of raised funds. According to the actual construction progress of the project invested by the raised funds, some of the raised funds are idle in the short term. Without affecting the construction of investment projects with raised funds, normal production and operation of the company and ensuring the safety of funds, the company will reasonably use idle raised funds for cash management to improve the use efficiency of raised funds.
3、 Previous use of some idle raised funds and self owned funds for cash management
The company held the 12th meeting of the third board of directors and the 9th meeting of the third board of supervisors on February 3, 2021, and the first extraordinary general meeting of shareholders in 2021 on February 19, 2021, which deliberated and adopted the proposal on cash management using some idle raised funds and self owned funds, It is agreed that the company intends to use idle raised funds with an amount of no more than RMB 300 million and its own funds with an amount of no more than RMB 300 million for cash management.
As of December 31, 2021, the company used some idle raised funds for cash management, and the outstanding balance was 269.8 million yuan, and the outstanding balance of cash management using its own funds was 200 million yuan. In view of the expiration of the above authorization limit, the company decided to continue to use some idle raised funds and its own funds for cash management.
4、 The use of temporarily idle raised funds and self owned funds for cash management this time
In order to improve the use efficiency of the raised funds and appropriately increase the storage income of the raised funds, the company, without affecting the normal progress of the investment plan of the raised funds, reasonably uses part of the idle raised funds and its own funds for cash management and increases the capital income according to the investment plan and construction progress of the raised funds investment project and on the premise of ensuring the safety of the funds, Obtain more return on investment for the company and shareholders.
1. Investment quota and term: it is proposed to use idle raised funds with a quota of no more than RMB 300 million and self owned funds with a quota of no more than RMB 300 million for cash management.
2. Investment varieties: used to purchase investment products with high security and good liquidity (including but not limited to large amount transferable certificates of deposit, structured deposits, agreed deposits, call deposits, time deposits, principal guaranteed financial management and treasury bond reverse repurchase varieties, among which the investment term of investment products purchased by using idle raised funds for cash management shall not exceed 12 months)
3. Validity period of the resolution: within 12 months from the date of deliberation and adoption by the general meeting of shareholders.
4. Source of funds: idle raised funds and self owned funds.
5. Implementation method: within 12 months from the date of deliberation and adoption by the general meeting of shareholders. Within the above limit and validity period, the funds can be recycled and used in a rolling manner. At the same time, the general meeting of shareholders is requested to authorize the chairman of the company to exercise the investment decision-making power within the above validity period and capital limit, and sign relevant contracts and documents.
6. Description of association relationship: there shall be no association relationship between the company and the issuer of financial products.
7. Information disclosure: the company will timely disclose the specific progress of purchasing financial products in accordance with the Shenzhen Stock Exchange gem stock listing rules (revised in December 2020), Shenzhen Stock Exchange GEM listed companies' standardized operation guidelines (revised in 2020) and other relevant requirements.
5、 Investment risk and risk control measures
(I) investment risk
1. Although the financial products have been strictly evaluated, the financial market is greatly affected by the macro-economy. It is not ruled out that the 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.
(II) for investment risk, the company plans to take the following measures:
1. The company will strictly abide by the principle of prudent investment and choose low-risk investment varieties. It shall not be used for other securities investment, and shall not purchase bank financial products with stocks and their derivatives and unsecured bonds as the investment object.
2. 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.
3. 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.
4. 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.
5. The company will timely disclose relevant information in accordance with the relevant provisions of Shenzhen Stock Exchange. 6、 Impact on the daily operation of the company
Based on the principles of standardized operation, risk prevention and prudent investment, the company uses some idle raised funds and its own funds for cash management, which is implemented on the premise of not affecting the normal progress of the investment plan of raised funds and the normal operation of the company. There is no situation of changing the purpose of raised funds in a disguised manner, nor does it affect the normal operation of the investment projects of raised funds. Through appropriate cash management, we can improve the company's capital use efficiency, obtain certain investment income, and seek more investment returns for the company and shareholders.
7、 Review procedures and relevant review opinions
The 25th meeting of the third board of directors and the 17th meeting of the third board of supervisors were held on January 10, 2022, and the proposal on continuing to use some idle raised funds and self owned funds for cash management was considered and adopted. The independent directors of the company expressed their independent opinions on the proposal, and the recommendation institution issued their agreed verification opinions.
Opinion of the board of directors: in order to improve the use efficiency of the raised funds and appropriately increase the storage income of the raised funds, the company reasonably uses some idle raised funds and its own funds for cash management without affecting the normal progress of the investment plan of the raised funds, according to the investment plan and construction progress of the raised funds investment project and before ensuring the safety of the funds, Increase capital income and obtain more return on investment for the company and shareholders. The board of directors agreed to use idle raised funds with a limit of no more than RMB 300 million and self owned funds with a limit of no more than RMB 300 million for cash management.
Opinion of independent directors: after review, we believe that the company uses idle raised funds with a maximum amount of no more than RMB 300 million and idle own funds with a maximum amount of no more than RMB 300 million for cash management, It is carried out on the premise of ensuring the funds required by the company's raised investment projects, ensuring the safety of raised funds and meeting the company's daily operation fund needs and fund safety, which will not affect the normal development of the company's main business, the normal operation of raised funds projects and damage the interests of the company and all shareholders. At the same time, it can improve the use efficiency of funds and obtain certain investment income, which is conducive to further improving the overall performance level of the company and seeking better investment return for the company and shareholders; The relevant review procedures comply with the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by superior companies, and there is no damage to the interests of shareholders of the company.
Therefore, we unanimously agree that the company uses idle raised funds with a maximum amount of no more than RMB 300 million and idle own funds with a maximum amount of no more than RMB 300 million for cash management, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
Opinion of the board of supervisors: the company uses temporarily idle raised funds with a maximum amount of no more than RMB 300 million and idle self owned funds with a maximum amount of no more than RMB 300 million for cash management. The contents and procedures comply with the Listing Rules of GEM stocks of Shenzhen Stock Exchange The guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange (revised in 2020), the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by superior companies and other relevant provisions are conducive to improving the company's fund use efficiency, increasing capital income, obtaining more investment returns for the company and shareholders, and do not affect the company's main interests. The board of supervisors agreed that the company and its holding subsidiaries use temporarily idle raised funds with a maximum amount of no more than RMB 300 million and idle own funds with a maximum amount of no more than RMB 300 million for cash management, and agreed to submit this proposal to the general meeting of shareholders of the company for review.
Verification opinions of the sponsor: the company's continued use of some idle raised funds and its own funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company. The board of directors of the company submitted the matter to the general meeting of shareholders for deliberation, and all independent directors have expressed their independent opinions with explicit consent and fulfilled the necessary approval procedures; The company's continued use of idle raised funds and its own funds for cash management this time complies with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) The guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and the company's management system for the use of raised funds do not change the use of raised funds in a disguised manner, which will not affect the normal implementation of the company's investment plan of raised funds; On the premise of ensuring the normal operation and capital demand of the company and not affecting the normal implementation of the investment projects with raised funds, the company can raise funds through cash management
