Securities code: 301219 securities abbreviation: Tengyuan cobalt industry Announcement No.: 2022010 Ganzhou Tengyuan cobalt industry new material Co., Ltd
On the use of some idle raised funds (including over raised funds) and self owned funds
Announcement of 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.
Important content tips:
1. Type of investment: Ganzhou Tengyuan cobalt new materials Co., Ltd. (hereinafter referred to as “the company”) plans to use idle raised funds (including over raised funds) and self owned funds for cash management in 2022 to purchase bank financial products with high security, good liquidity, low risk and robustness, including but not limited to financial products with high security and good liquidity such as structured deposits or large certificates of deposit.
2. Investment amount: the company plans to use idle raised funds (including over raised funds) of no more than RMB 3.5 billion (including the principal amount) and self owned funds of no more than RMB 1.5 billion (including the principal amount) for cash management in 2022. The service life is effective within 12 months from the date of deliberation and approval by the company’s 2021 annual general meeting of shareholders. Within the validity period of the above quota and resolution, it can be recycled and used.
3. Special risk tips: the use of temporarily idle raised funds (including over raised funds) and self owned funds for cash management still has risks such as macroeconomic fluctuation risk and unpredictable investment income. Please pay attention to the investment risk.
The company held the 25th meeting of the second board of directors and the 15th meeting of the second board of supervisors on April 20, 2022, and respectively considered and adopted the proposal on cash management using some idle raised funds (including over raised funds) and self owned funds. On the premise of ensuring the safety of raised funds and the construction progress of investment projects with raised funds and without affecting the normal operation of the company, It is agreed that the company will use idle raised funds (including over raised funds) of no more than RMB 3.5 billion (including the principal amount) and its own funds of no more than RMB 1.5 billion (including the principal amount) for cash management, and the service life will be effective within 12 months from the date of deliberation and approval by the company’s 2021 annual general meeting of shareholders. Within the validity period of the above quota and resolution, it can be recycled and used. After the cash management of idle raised funds expires, it will be returned to the special account for raised funds in time. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The relevant information is hereby announced as follows:
1、 Basic information of raised funds
With the approval of registration of initial public offering of Ganzhou Tengyuan cobalt industry new material Co., Ltd. (zjxk [2021] No. 4042) issued by China Securities Regulatory Commission, the company issued 31486900 ordinary shares (A shares) in RMB for the first time, the issue price of each share was 173.98 yuan, and the total amount of raised funds was 547809086200 yuan. After deducting the issuance expenses excluding tax, The net amount of actually raised funds is 520378078588 yuan (excluding tax).
Grant Thornton Certified Public Accountants (special general partnership) verified the capital availability of the company’s public offering of new shares, and issued the capital verification report (Grant Thornton Yan Zi [2022] No. 351c000126) on March 14, 2022. The company has deposited the above raised funds in the special account for raised funds, and signed a tripartite supervision agreement on raised funds with the sponsor and the bank storing the raised funds.
2、 Project investment of raised funds
According to the purpose of the raised funds disclosed in the prospectus of the company’s initial public offering and listing on the gem, the investment projects of the company’s raised funds and the use plan of the net raised funds are as follows:
Unit: 10000 yuan
No. project name total investment amount investment amount of raised funds to be used
Annual output of 20000 tons of cobalt and 10000 tons of nickel metal series
1. Remote intelligent technology transformation and upgrading of products and supporting production project of original 1698864016980000 auxiliary materials (phase II)
2. Supplementary working capital 50 Shenzhen Fountain Corporation(000005) 000000
Total 2198864021980000
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 idle in the short term at this stage. On the premise of not affecting the construction of investment projects with raised funds and the normal operation of the company, the company will make rational use of idle raised funds for cash management and improve the use efficiency of raised funds.
3、 Basic information of cash management using temporarily idle raised funds (including over raised funds) and self owned funds this time
1. Investment purpose
In order to improve the use efficiency and income of funds, the company makes rational use of idle raised funds (including over raised funds) and its own funds, and uses temporarily idle raised funds (including over raised funds) with an amount of no more than RMB 3.5 billion without affecting the normal development of the company’s main business, the construction and implementation of raised funds investment projects and ensuring the safety of raised funds Cash management with self owned funds of no more than 1.5 billion yuan (including this amount) is conducive to improving the efficiency of capital use and obtaining more return on investment for the company and shareholders.
2. Investment quota
In combination with the implementation progress and plan of the raised investment project and the current use of the raised funds, the company plans to use the temporarily idle raised funds (including the over raised funds) with a limit of no more than RMB 3.5 billion (including the principal amount) and its own funds with a limit of no more than RMB 1.5 billion (including the principal amount) for cash management. Within the above approval period and authorization limit, the funds can be used circularly and continuously.
3. Investment varieties
The company will strictly control risks and strictly evaluate products in accordance with relevant regulations. The varieties to be invested by idle raised funds (including over raised funds) and self owned funds are cash management products with high safety, good liquidity, low risk and stability with an investment period of no more than 12 months. The relevant products do not involve high-risk investments such as securities investment and derivatives investment specified in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
Investment products shall not be pledged, and the product special settlement account related to raised funds (if applicable) shall not deposit non raised funds or be used for other purposes. If the product special settlement account is opened or cancelled, the company will timely submit it to Shenzhen stock exchange for filing and announcement.
4. Investment period
The authorization of the above idle raised funds (including over raised funds) and self owned funds for cash management shall be valid for one year from the date of deliberation and approval by the general meeting of shareholders of the company, and the investment period of a single financial product shall not exceed 12 months (including).
5. Implementation mode
After the above matters are deliberated and approved by the board of directors and the board of supervisors, they can be implemented only after being deliberated and approved by the general meeting of shareholders. Within the validity period and scope of the quota authorization, the board of directors of the company requests the general meeting of shareholders to authorize the general manager of the company to exercise the investment decision-making power within the quota, and the financial department of the company is responsible for the specific implementation.
6. Source of funds
Some idle raised funds (including over raised funds) and self owned funds used for cash management this time come from the company’s temporarily idle raised funds and self owned funds, which will not affect the construction of the company’s investment projects with raised funds and the normal use of raised funds.
7. Information disclosure
The company will 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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – regulatory operation of companies listed on GEM, Fulfill the obligation of information disclosure on the progress of cash management using some idle raised funds (including over raised funds) and self owned funds.
4、 Review procedure
The company’s use of temporarily idle raised funds and its own funds for cash management does not involve related party transactions. The transaction has been deliberated and approved at the 25th meeting of the second board of directors and the 15th meeting of the second board of supervisors held by the company on April 20, 2022. The independent directors and the recommendation institution of the company have issued independent opinions and verification opinions respectively. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the use of temporary idle raised funds (including over raised funds) of no more than RMB 3.5 billion and self owned funds of RMB 1.5 billion for cash management needs to be considered and approved by the general meeting of shareholders of the company.
5、 Impact on the daily operation of the company
The company’s use of some idle raised funds (including over raised funds) and its own funds for cash management is carried out on the premise of ensuring that it will not affect the normal operation of the company, the normal implementation of the investment plan of raised funds and the safety of raised funds, will not affect the construction of the company’s investment projects with raised funds and the normal development of its main business, and there is no situation of changing the purpose of raised funds in a disguised manner and damaging the interests of shareholders. Using some idle raised funds (including over raised funds) and self owned funds for cash management can improve the use efficiency of the company’s funds, obtain certain investment income and obtain more investment returns for the company and shareholders.
The company will conduct corresponding accounting treatment for the cash management business of raised funds and self owned funds in accordance with the accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 37 – presentation of financial instruments and other relevant provisions, which will be reflected in the relevant subjects of the balance sheet and income statement.
6、 Investment risk and risk control measures
1. Investment risk analysis
(1) Although the company will strictly screen the investment objects and the financial products belong to low-risk investment varieties, the financial market is greatly affected by the macro-economy, and it is not ruled out that the investment will be 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 return of investment is unpredictable.
(3) Operational risks of relevant staff.
2. Risk control measures
(1) The company will strictly abide by the principle of prudent investment, and the idle raised funds shall not be used for securities investment, derivatives investment and other high-risk investments; When using idle raised funds for cash management, the company will choose investment products with high safety, good liquidity, low risk and stability and a term of no more than 12 months, and clarify the amount, term, investment varieties, rights, obligations and legal liabilities of both parties.
(2) The Finance Department of the company shall establish an account to manage the financial products, timely analyze and track the changes in the net value of the financial products, and take corresponding measures to control the investment risk in time if it is found that there are risk factors that may affect the company’s capital safety and profitability.
(3) The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of the above idle raised funds, and can hire professional institutions to audit when necessary.
(4) The Audit Department of the company is responsible for auditing and supervising the use and custody of the raised funds. (5) The company will perform the obligation of information disclosure on the progress of the company’s cash management with raised funds in accordance with the relevant provisions of Shenzhen Stock Exchange.
7、 Opinions of the board of directors, independent directors, the board of supervisors and the recommendation institution
1. Opinions of the board of directors
At the 25th meeting of the second board of directors held on April 20, 2022, the company deliberated and approved the proposal on cash management with some idle raised funds (including over raised funds) and self owned funds, and agreed that the company would ensure the safety of raised funds and the construction progress of investment projects with raised funds without affecting the normal operation of the company, Use temporarily idle raised funds (including over raised funds) with a limit of no more than RMB 3.5 billion (including this amount) and self owned funds with a limit of no more than RMB 1.5 billion (including this amount) for cash management. The service life is effective within 12 months from the date of deliberation and approval by the company’s 2021 annual general meeting of shareholders. Within the validity period of the above quota and resolution, it can be recycled and used. After the cash management of idle raised funds expires, it will be returned to the special account for raised funds in time. The matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Opinions of independent directors
After verification, the independent directors believe that the company’s cash management with temporarily idle raised funds (including over raised funds) of no more than RMB 3.5 billion (including principal amount) and its own funds of no more than RMB 1.5 billion (including principal amount) is carried out on the premise of ensuring the construction of investment projects with raised funds and the normal operation of the company, which helps to improve the use efficiency of raised funds and create investment income for the company. The contents and deliberation procedures of the matter comply with the relevant provisions of the CSRC, such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of the company and all shareholders, especially the interests of minority shareholders.
In conclusion, all independent directors unanimously agreed to the proposal on cash management using some idle raised funds (including over raised funds) and self owned funds, and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation. 3. Opinions of the board of supervisors
At the 15th meeting of the second board of supervisors held on April 20, 2022, the company deliberated and approved the proposal on cash management with some idle raised funds (including over raised funds) and self owned funds, and agreed that the company would ensure the safety of raised funds and the construction progress of investment projects with raised funds without affecting the normal operation of the company, Temporarily idle raised funds (including over raised funds) with a use limit of no more than RMB 3.5 billion (including this amount)
