Securities code: Juneyao Grand Healthy Drinks Co.Ltd(605388) securities abbreviation: Juneyao Grand Healthy Drinks Co.Ltd(605388) Announcement No.: 2022022 Juneyao Grand Healthy Drinks Co.Ltd(605388)
Announcement on the use of some idle raised funds for cash management
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.
Important content tips:
● entrusted financial management trustee: commercial banks and other financial institutions
● amount of entrusted financial management: Juneyao Grand Healthy Drinks Co.Ltd(605388) (hereinafter referred to as "the company" or " Juneyao Grand Healthy Drinks Co.Ltd(605388) ") and its holding subsidiaries intend to use idle raised funds of no more than 600 million yuan for cash management.
● type of entrusted financial products: purchase low-risk and principal guaranteed products, and the maximum term of a single product shall not exceed 12 months.
● term of entrusted financial management: no more than 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. After this authorization takes effect, the previous authorization will be overwritten.
● review procedures to be performed: on April 19, 2022, the company held the 17th meeting of the 4th board of directors and the 15th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on using some idle raised funds for cash management, and agreed that the company and its holding subsidiaries would not affect the normal development of the company's raised funds investment projects (hereinafter referred to as "raised investment projects"), The temporary idle raised funds of no more than RMB 600 million are used for cash management. The independent directors have expressed their independent opinions with explicit consent, and the sponsor Guotai Junan Securities Co.Ltd(601211) , Aijian Securities Co., Ltd. (hereinafter referred to as "co sponsor") has issued clear verification opinions on this matter. The matter still needs to be submitted to the general meeting of shareholders for deliberation.
1、 Overview of entrusted financial management
(I) purpose of entrusted financial management
On the premise of ensuring normal operation and capital safety, improve the utilization rate of idle raised funds, save financial expenses and increase the income of the company and its holding subsidiaries.
(II) source of funds
1. Source of funds: raised funds temporarily idle by the company.
2. Basic information of raised funds
Approved by the reply on approving Juneyao Grand Healthy Drinks Co.Ltd(605388) initial public offering of shares (zjxk [2020] No. 1568) of China Securities Regulatory Commission, the total amount of funds raised by the company's initial public offering is 94010000000 yuan, and the net amount of funds raised is 8835 Tangshan Port Group Co.Ltd(601000) 0 yuan after deducting various issuance expenses. All the funds raised in this public offering have been received on August 12, 2020. Dahua Certified Public Accountants (special general partnership) verified the availability of the funds raised in this public offering and issued a capital verification report Dahua Yan Zi [2020] No. 000453 on August 12, 2020. The company has implemented a special account storage system for the raised funds, and signed a tripartite supervision agreement on the storage of the raised funds with the deposit bank and the co sponsor. All the above raised funds have been deposited in the special account for the management of the raised funds. According to the prospectus of Juneyao Grand Healthy Drinks Co.Ltd(605388) initial public offering, the company intends to invest in the following projects after deducting the issuance expenses:
Unit: 10000 yuan
Sequence name of investment project with raised funds total investment of the main project proposed to use the approval and filing code of the raised project to weigh the amount of funds code
Junyaoda health drink Hubei junyaoda
1. 1 Yichang industrial base newly built healthy beverage stock 52989483256950201842050615 10 normal temperature fermented milk drinks Co., Ltd. - 03079606
10000 tons and science and Technology Innovation Center Project
Junyao health drink Zhejiang
2.2 expansion of Quzhou industrial base annual Junyao food (qu28938061778651201733080015 10 States producing normal temperature fermented milk beverage) Co., Ltd. - 03061218-0 million tons project
3. 3 junyaoda health drink brand Hubei junyaoda 201842050615 upgrading construction project health drink shares 380 Shenzhen Capstone Industrial Co.Ltd(000038) 00000 - 03079591
Co., Ltd
Total 119927548835601-
As the construction of raised investment projects requires a certain period, according to the construction progress of raised investment projects, the raised funds are temporarily idle in the short term at this stage.
2、 Basic information of cash management using some idle raised funds this time
(I) types of investment products
The company and its holding subsidiaries will strictly control risks and strictly evaluate investment products in accordance with relevant regulations. The investment varieties of idle raised funds are low-risk and principal guaranteed products, and the term of a single product shall not exceed 12 months.
(II) cash management limit
The company and its holding subsidiaries intend to use idle raised funds of no more than 600 million yuan for cash management. The company and its holding subsidiaries can use them in a rolling manner within the service life and amount.
(III) term of validity
No more than 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. After this authorization takes effect, the previous authorization will be overwritten.
(IV) implementation mode
The board of directors of the company requests the general meeting of shareholders to authorize the chairman to exercise the investment decision-making power within the above limit and sign relevant contract documents, which shall be organized and implemented by the person in charge of finance.
(V) description of association relationship
The company and its holding subsidiaries shall not be associated with commercial banks and other financial institutions that issue cash management products.
(VI) information disclosure
The company and its holding subsidiaries will timely fulfill the obligation of information disclosure in accordance with the relevant requirements of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of funds raised by listed companies, the stock listing rules of Shanghai Stock Exchange, and the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation.
3、 Investment risk and risk control measures
Although the investment products selected by the company and its holding subsidiaries for cash management of some idle raised funds are products with high safety, the financial market is greatly affected by macroeconomic, fiscal and monetary policies. It is not ruled out that the investment may be affected by market fluctuations, resulting in its actual income failing to reach the expected level. For investment risks, the proposed measures are as follows:
1. When using idle raised funds for cash management, the company's operating management needs to assess the investment risk in advance, and the issuer of idle raised cash management products needs to provide breakeven commitment. The operation management of the company will track the cash management of idle raised funds. If risk factors that may affect the safety of funds are found, corresponding preservation measures will be taken in time to control security risks.
2. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of the above funds, and can hire professional institutions to audit when necessary.
3. The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shanghai Stock Exchange.
4、 Impact on the company
Main financial indicators of the company in the latest year and another period:
Unit: 10000 yuan
Project December 31, 2021 September 30, 2021 (audited) (Unaudited)
Total assets 2296495421522905
Total liabilities 34966302081715
Net assets attributable to shareholders of listed companies 1939160219361860
Net cash flow from operating activities 1798783572147
As of December 31, 2021, the monetary capital of the company was 1077382400 yuan. The authorized amount of entrusted financial management of the company and its holding subsidiaries accounted for 55.69% of the monetary capital of the company at the end of the latest period, which will not have a significant impact on the future main business, financial status, operating results and cash flow of the company and its holding subsidiaries.
The company and its holding subsidiaries plan to use idle raised funds for cash management on the premise of ensuring the funds required by the company's raised investment projects and ensuring the safety of the raised funds. There is no disguised change in the purpose of the raised funds, which will not affect the normal operation and investment progress of the raised funds investment projects, and the normal turnover needs of the company and its holding subsidiaries, It will not affect the normal development of the main business of the company and its holding subsidiaries; At the same time, it can improve the efficiency of capital use, obtain a certain return on investment, further improve the overall performance level of the company, and seek more return on investment for the company and shareholders. The company and its holding subsidiaries do not purchase large financial products while bearing large liabilities.
The company implements the new financial instrument standards. The principal and fair value changes of bank financial products are listed in the balance sheet item "trading financial assets", the income generated during the holding of trading financial assets is listed in the income statement item "income from changes in fair value", and the income obtained from the disposal of trading financial assets is listed in the income statement item "investment income", which is subject to the annual audit results.
5、 Risk tips
The company and its holding subsidiaries intend to purchase low-risk and principal guaranteed products, and the maximum term of a single product shall not exceed 12 months, but it does not rule out that the investment income is affected by market fluctuations and there are certain systemic risks.
6、 Review procedures and special comments
On April 19, 2022, the company held the 17th meeting of the 4th board of directors and the 15th meeting of the 3rd board of supervisors, deliberated and approved the proposal on using some idle raised funds for cash management, and agreed that the company and its holding subsidiaries use temporarily idle raised funds of no more than 600 million yuan for cash management without affecting the normal development of the company's raised investment projects, The authorization period shall not exceed 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. After this authorization takes effect, it will cover the previous authorization. The independent directors have expressed their independent opinions with explicit consent, and the co sponsor has issued clear verification opinions on this matter. The matter still needs to be submitted to the general meeting of shareholders for deliberation.
(I) opinions of independent directors
The decision-making procedures for the company and its holding subsidiaries to use some idle raised funds for cash management comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation of China Securities Regulatory Commission, comply with the interests of the company, its holding subsidiaries and all shareholders, and do not harm the company The interests of holding subsidiaries and all shareholders, especially minority shareholders. The company and its holding subsidiaries use idle raised funds to purchase low-risk and principal guaranteed products, which is conducive to improving the use efficiency of idle raised funds and cash management income. It does not conflict with the implementation plan of the investment project of raised funds, affect the normal progress of the investment project of raised funds, or change the purpose of raised funds in a disguised manner and damage the interests of shareholders of the company. Therefore, it is agreed that the company and its holding subsidiaries use the idle raised funds of RMB 700 million to purchase low-risk and principal guaranteed products, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
(II) opinions of the board of supervisors
The board of supervisors believes that the company and its holding subsidiaries' use of some idle raised funds for cash management this time will not affect the investment plan of raised funds, comply with the provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, and can improve the efficiency of the use of raised funds, Increase the income of the company and its holding subsidiaries. (III) verification opinions of the co sponsor
After verification, the co sponsor believes that:
1. As of the date of issuance of this verification opinion, Juneyao Grand Healthy Drinks Co.Ltd(605388) the proposed use of some idle raised funds for cash management has been deliberated and adopted at the 17th meeting of the 4th board of directors and the 15th meeting of the 3rd board of supervisors; The opinions explicitly agreed by the independent directors comply with the relevant requirements of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, the stock listing rules of Shanghai Stock Exchange (revised in January 2022) and the measures for the administration of securities issuance and listing recommendation business;
2. At present, the company is in good operating condition and stable financial condition. The company has established a good internal control system and cash raising management system, which have been effectively implemented. The use of idle raised funds to purchase low-risk and principal guaranteed products this time is conducive to improving the use efficiency of funds and obtaining certain investment benefits, and there is no situation of changing the purpose of raised funds in disguise,
