Securities code: 003005 securities abbreviation: Beijing Jingyeda Technology Co.Ltd(003005) Announcement No.: 2022-004 Beijing Jingyeda Technology Co.Ltd(003005)
Announcement on the company's use of some idle 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.
On January 10, 2022, Beijing Jingyeda Technology Co.Ltd(003005) (hereinafter referred to as "the company") held the 18th meeting of the second board of directors and the 16th meeting of the second board of supervisors, deliberated and adopted the proposal on the company's use of some idle self owned funds and idle raised funds for cash management, in order to improve the use efficiency of funds and increase income, It is agreed that the company will use its own funds of no more than RMB 450 million and idle raised funds of no more than RMB 500 million for cash management on the premise of ensuring that the construction and normal operation of the investment projects with raised funds will not be affected. The investment period will be effective within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit, the funds can be recycled, and the company's operation management is authorized to be responsible for the implementation of relevant matters within the above limit. The details are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Beijing Jingyeda Technology Co.Ltd(003005) initial public offering of shares (zjxk [2020] No. 1535) of China Securities Regulatory Commission, the company issued 26500000 RMB common shares (A shares) for the first time at an issue price of 31.83 yuan / share, and the total amount of raised funds was 843495000.00 yuan, After deducting the issuance expenses, the net fund raised by the company is RMB 767938484.55. ShineWing Certified Public Accountants (special general partnership) has verified the capital availability of the company's initial public offering on September 16, 2020 and issued capital verification report no. xyzh / 2020cda10482. All the above raised funds have been deposited into the special account for raised funds of the company.
2、 Investment projects with raised funds
The funds raised in this public offering will be used for the following raised investment projects after deducting the issuance expenses:
Project name total investment (RMB 10000 yuan to be invested to raise funds) (RMB 10000 yuan)
1 cloud integrated intelligent Internet Teaching System R & D and industrialization project 9637.00 9637.00
2 new generation examination system R & D and industrialization project 9430.00 9430.00
3 rail transit integrated security system R & D and industrialization project 9770.00 9770.00
4 Beijing Jingyeda Technology Co.Ltd(003005) Huailai science park construction project 28359.00 28359.00
5. Marketing network and operation and maintenance service system construction project 4509.00 4509.00
6. Supplementary working capital 18000.00 15088.85
79705.00 76793.85
meter
As the construction of the project invested with raised funds needs a certain period, according to the construction progress of the project invested with raised funds, some of the raised funds are idle in the short term at this stage.
3、 Basic overview of cash management using some idle self owned funds and idle raised funds (I) investment purpose
In order to improve the use efficiency of funds, under the condition of ensuring that the construction of investment projects with raised funds and the normal operation of the company are not affected, the company makes rational use of idle self owned funds and idle raised funds for cash management, which can increase the capital income, better realize the value-added of the company's funds, protect the interests of the company's shareholders and obtain more investment returns for the company and shareholders.
(II) source of funds
The investment funds are idle self owned funds of the company and its subsidiaries and idle raised funds of the company. On the premise of ensuring the normal implementation of the company's raised fund use plan and the working capital required for daily operation, it is expected that there will be phased idle funds, and the source of funds is legal and compliant.
(III) amount and term
The company plans to use its own funds of no more than RMB 450 million and idle raised funds of no more than RMB 500 million for cash management. Within the above quota and period, the funds can be recycled. The service life shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above service life and limit, the funds can be recycled.
(IV) investment varieties
Own funds: purchase financial products with high security, good liquidity and low risk, including but not limited to principal guaranteed financial products, structured deposits, real-time financial products, etc.
Raised funds: for the purchase of short-term (no more than 12 months) low-risk investment products with high security and good liquidity, such as structured deposits, time deposits, agreed deposits, call deposits and large certificates of deposit, the investment varieties of raised funds shall meet the capital preservation requirements.
(V) investment decision and Implementation
This matter can only be implemented after being submitted to the general meeting of shareholders of the company for deliberation and approval. After the approval of the general meeting of shareholders of the company, the chairman of the company or the person authorized by the chairman of the company shall be authorized to sign relevant contract documents within the above limit, including signing the contract, and the financial department of the company shall be responsible for organizing the implementation. (VI) information disclosure
The company will timely disclose the specific situation of the company's cash management in accordance with the provisions of relevant laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, etc.
4、 Investment risk and risk control measures
(I) investment risk
Although the products invested by the company belong to low-risk investment varieties, the financial market is greatly affected by the macro-economy. There is a risk that the investment income does not meet the expectations due to market fluctuations and the principal is damaged due to the issuer. The company will use relevant risk control measures to intervene in a timely and appropriate manner according to the economic situation and changes in the financial market, The impact of market fluctuations cannot be ruled out.
(II) risk control measures
1. The Finance Department of the company will timely analyze and according to the investment direction and progress of financial products.
Once risk factors that may affect the company's capital security are found, preservation measures will be taken in time to control investment risks.
2. The company's internal audit department is responsible for auditing and supervising the use and custody of cash management funds and reporting to the audit committee of the board of directors.
3. The independent directors and the board of supervisors of the company have the right to conduct regular or irregular inspection on the cash management, and can hire professional institutions to audit when necessary.
5、 Impact on the company's operation
The company's cash management of idle self owned funds and idle raised funds is carried out on the premise of ensuring the normal use of funds required by the company's raised investment projects, which will not affect the normal development of the company's raised funds project construction and daily business, and there is no disguised change in the use of raised funds, which can effectively improve the use efficiency of funds and obtain certain investment benefits, Obtain better return on investment for the company and shareholders.
6、 Relevant approval and special opinions
(I) deliberations of the board of directors
The 18th meeting of the second board of directors of the company deliberated and approved the proposal on the company's use of some idle self owned funds and idle raised funds for cash management, and agreed that the company would not affect the raised investment projects and the normal operation of the company, Use idle self owned funds of no more than RMB 450 million and idle raised funds of no more than RMB 500 million for cash management.
(II) opinions of independent directors
The company's cash management in accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions is conducive to improving the use efficiency of idle funds, increasing the company's investment income, not affecting the company's normal capital turnover needs, and there is no situation that damages the interests of the company and all shareholders. The decision-making and deliberation procedures of this matter are legal and compliant. Therefore, it is agreed that the company uses idle self owned funds and idle raised funds for cash management, and agrees to submit the proposal to the general meeting of shareholders for deliberation.
(III) opinions of the board of supervisors
The 16th meeting of the second session of the board of supervisors deliberated and adopted the proposal on the company's use of some idle self owned funds and idle raised funds for cash management. On the premise of ensuring the company's normal operation and the working capital required for raised investment projects, the company will conduct cash management with idle self owned funds and idle raised funds within the authorized time, It will not affect the company's business development and the implementation of raised investment projects, and there is no behavior of changing the purpose of raised funds in a disguised form, which can improve the efficiency of fund use and increase the company's income. There is no situation that damages the interests of the company and all shareholders, especially the minority shareholders, and the relevant approval procedures comply with the relevant provisions of laws and regulations and the articles of association.
(IV) verification opinions of the recommendation institution
After verification, Sinolink Securities Co.Ltd(600109) believes that: Beijing Jingyeda Technology Co.Ltd(003005) the proposal on the company's use of some idle self owned funds and idle raised funds for cash management has been deliberated and adopted at the 18th meeting of the second board of directors and the 16th meeting of the second board of supervisors, the independent directors of the company have also expressed explicit consent, and the decision-making procedures for relevant matters are legal and compliant. The above matters can only be implemented after being deliberated and approved by the general meeting of shareholders of the company.
In conclusion, the recommendation institution agrees that the company will use some idle self owned funds and idle raised funds for cash management this time.
7、 Documents for future reference
1. Resolution of the 18th meeting of the second board of directors;
2. Resolution of the 16th meeting of the second board of supervisors;
3. Independent opinions of Beijing Jingyeda Technology Co.Ltd(003005) independent directors on the company's use of some idle self owned funds and idle raised funds for cash management;
4. Special verification opinions of Sinolink Securities Co.Ltd(600109) on Beijing Jingyeda Technology Co.Ltd(003005) using some idle self owned funds and idle raised funds for cash management.
It is hereby announced
Beijing Jingyeda Technology Co.Ltd(003005) board of directors
January 11, 2022
