Stock Code: 603055 securities abbreviation: Zhe Jiang Taihua New Material Co.Ltd(603055) Announcement No.: 2022-008 Zhe Jiang Taihua New Material Co.Ltd(603055)
Announcement on using 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 the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
Important content tips:
● entrusted financial management trustee: banks and other financial institutions
● amount of this entrusted financial management: the maximum amount shall not exceed 60 million yuan
● entrusted financial investment type: principal guaranteed financial product
● term of entrusted financial management: within 12 months from the date of deliberation and approval by the board of directors
● review procedures to be performed: the independent directors of Zhe Jiang Taihua New Material Co.Ltd(603055) (hereinafter referred to as "the company" or " Zhe Jiang Taihua New Material Co.Ltd(603055) ") have expressed their independent opinions approved by the 15th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors. This matter does not need to be submitted to the general meeting of shareholders for deliberation.
1、 Overview of cash management using idle raised funds this time
(I) the purpose of using idle raised funds for cash management this time
In order to improve the use efficiency of funds and make rational use of idle raised funds, some temporarily idle raised funds are used for cash management without affecting the construction of raised investment projects and normal business operations of the company, so as to increase the company's income and protect the interests of shareholders of the company.
(II) source of funds for cash management using idle raised funds this time
1. Source of funds
The source of funds for cash management using idle raised funds is the funds raised by the company's public issuance of convertible corporate bonds in 2021.
2. Basic information of raised funds
Approved by the reply on approving Zhe Jiang Taihua New Material Co.Ltd(603055) public issuance of convertible corporate bonds (zjxk [2021] No. 2109) of China Securities Regulatory Commission, the company publicly issued 6 million convertible corporate bonds (hereinafter referred to as "convertible bonds"), with a face value of 100 yuan each, a total raised capital of 600 million yuan, deducting various issuance expenses of 7.9745 million yuan (excluding tax), The net amount of funds actually raised was 59.20255 million yuan. The balance of the above raised funds after deducting the recommendation and underwriting fee was remitted to the special account for raised funds of convertible bonds established by the company on January 5, 2022. Zhonghui Certified Public Accountants (special general partnership) verified the availability of the raised funds and issued the verification report on the availability of raised funds of convertible corporate bonds (zhhyy [2022] No. 0006).
The company has adopted a special account for the raised funds and signed a tripartite supervision agreement with the sponsor and the deposit bank.
3. Basic information of investment projects with raised funds
According to the company's prospectus for public issuance of convertible bonds, the total amount of funds to be raised by the company for this public issuance of convertible bonds shall not exceed 600 million yuan (including 600 million yuan, without deducting the issuance expenses). After deducting the issuance expenses, the raised funds are intended to be used for the investment of the following projects:
Unit: 10000 yuan
No. project name total project investment amount of raised funds to be used (10000 yuan) (10000 yuan)
1. Intelligent high performance 156100.00 53000.00 environmental friendly nylon fiber project with an annual output of 120000 tons
2. Supplementary working capital 7000.00 7000.00
Total 163100.00 60000.00
(III) the company's internal control over risks related to entrusted financial management
1. Strictly select investment objects and select products with good liquidity and high security issued by banks and other financial institutions with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability. 2. The company will select the appropriate type and duration of financial products according to the company's business arrangement and the investment plan of raised funds to ensure that the normal investment of raised funds will not be affected.
3. The financial and accounting department of the company will establish accounts to manage the purchased products, establish and improve accounting accounts, and do a good job in accounting the use of funds.
4. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds. The internal audit department of the company regularly evaluates the possible risks and benefits of various investments according to the principle of prudence, and reports to the audit committee of the board of directors.
5. The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shanghai Stock Exchange.
2、 Details of cash management using idle raised funds this time
(I) management purpose
In order to improve the use efficiency of funds and make rational use of idle raised funds, some temporarily idle raised funds are used for cash management without affecting the construction of raised investment projects and normal business operations of the company, so as to increase the company's income and protect the interests of shareholders of the company.
(II) investment quota
The company plans to use the temporarily idle raised funds with a total amount of no more than RMB 60 million for cash management. Within the above limit, the funds can be recycled and used on a rolling basis.
(III) investment varieties
In order to control risks, the company uses temporarily idle raised funds to purchase financial products or deposit products with high safety, good liquidity and breakeven agreement. The term of investment products shall not exceed 12 months. The above investment varieties do not involve securities investment and shall not be used for bank financial management or trust products for the purpose of stocks and their derivatives, securities investment funds and securities investment and unsecured creditor's rights as the investment object.
(IV) validity period of investment resolution
It shall be valid within 12 months from the date of deliberation and approval by the board of directors of the company. The idle raised funds shall be returned to the raised funds account after the expiration of cash management.
(V) implementation mode
The board of directors of the company authorizes the general manager to exercise the investment decision-making power and sign relevant contract documents within the above limit and period, including but not limited to: selecting a qualified professional financial institution as the trustee, specifying the amount and period of entrusted financial management, selecting the variety of entrusted financial management products, signing contracts and agreements, etc.
(VI) information disclosure
After purchasing financial products or structured deposits, the company will timely perform the obligation of information disclosure in accordance with the requirements of relevant laws and regulations such as the stock listing rules of Shanghai Stock Exchange, including the amount, term and income of the purchase of financial products.
3、 Risk control measures
The company purchases financial products or deposit products with high security and good liquidity from financial institutions with a product term of no more than 12 months and a break even agreement. The investment risk is small and within the company's control; The company shall establish and improve the approval and implementation procedures for purchasing financial products in accordance with the principle of separation of decision-making, implementation and supervision functions, so as to ensure the effective development and standardized operation of cash management matters and the safety of financial funds; Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.
4、 Impact on the daily operation of the company
As of September 30, 2021, the company's asset liability ratio was 44.85%, with abundant operating cash flow and no
There is a situation of purchasing large financial products while bearing large liabilities. The main financial data of the company in the latest year and another period are as follows:
Unit: Yuan
Project September 30, 2021 December 31, 2020 (Unaudited) (audited)
Total assets 6507689231.94 5453002813.39
Total liabilities 2918547395.96 2450690521.59
Net assets 3589141835.98 3002312291.80
2021 (January September) 2020 (January December)
Net cash flow from operating activities 340964002.49 486297137.94
The use of some temporarily idle raised funds for cash management is implemented on the premise of ensuring the normal operation of the investment projects with raised funds and ensuring the safety of the raised funds, which will not affect the normal construction of the company's investment projects with raised funds and the normal development of the company's main business; At the same time, it is conducive to improving the use efficiency of raised funds, increasing capital income and seeking more return on investment for the company and shareholders.
5、 Risk tips
This time, the idle raised funds are used for cash management. The products to be invested belong to principal guaranteed investment, with low risk. However, the financial market is greatly affected by macroeconomic, fiscal and monetary policies. The risk that the investment may be affected by market fluctuations and cannot achieve the expected income is not excluded.
6、 Implementation of decision-making procedures and opinions of the board of supervisors, independent directors and recommendation institutions
On January 11, 2022, the company held the 15th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors, deliberated and adopted the proposal on cash management with idle raised funds. The independent directors of the company expressed their independent opinions on the matter, and the recommendation institution Citic Securities Company Limited(600030) issued verification opinions, which met the relevant regulatory requirements of China Securities Regulatory Commission and Shanghai Stock Exchange.
(I) opinions of independent directors
The decision-making procedures for the company to use some temporarily idle raised funds for cash management comply with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self-discipline supervision of listed companies No. 1 - standardized operation of listed companies of Shanghai Stock Exchange, the measures for the management of raised funds of companies, etc
Provisions of laws, regulations and normative documents. The company will choose short-term (within 12 months) financial products or structured deposits with high security, good liquidity and guaranteed principal by the Issuer on the premise of ensuring the use plan and fund safety of the raised funds, which is in line with the interests of the company and all shareholders, and there is no situation that affects the normal progress of the investment projects of the raised funds or changes the investment direction of the raised funds in a disguised manner, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. Therefore, we unanimously agree that the company will conduct cash management on the temporarily idle raised funds of no more than 60 million yuan (including 60 million yuan).
(II) opinions of the board of supervisors:
The company's use of some idle raised funds to purchase principal guaranteed financial products or structured deposit products complies with the provisions of relevant laws and regulations such as the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies issued by the CSRC and the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 - standardized operation, It is conducive to improving the use efficiency of funds, will not affect the construction of raised funds and the use of raised funds, does not change the purpose of raised funds in a disguised manner, is in line with the interests of the company and all shareholders, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The relevant approval procedures comply with the relevant provisions of laws and regulations and the articles of association. We agree to the proposal on cash management with idle raised funds.
(III) opinions of the recommendation institution:
The company's cash management of some temporarily idle raised funds has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have expressed their consent and fulfilled the necessary approval procedures. This matter is conducive to improving the use efficiency of funds and obtaining certain investment income, and does not affect the normal progress of investment projects with raised funds, There is no disguised change in the investment direction of the raised funds and damage to the interests of shareholders, which is in line with the stock listing rules of Shanghai Stock Exchange and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies The provisions of relevant regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation. The recommendation institution has no objection to the cash management of some temporarily idle raised funds of the company.
7、 As of the date of this announcement, the company's entrusted financial management with idle raised funds in the last 12 months:
Amount: Yuan
No. financial product type actual investment amount actual principal recovered actual income outstanding principal amount
1 bank financial products 18000000.00 18000000.00 65243.84 0
2 bank financial products 18000000.00 18000000.00 59289.18 0
3. Bank financial products 18000,00
