Securities code: Ningbo Color Master Batch Co.Ltd(301019) securities abbreviation: Ningbo Color Master Batch Co.Ltd(301019) Announcement No.: 2022026 Ningbo Color Master Batch Co.Ltd(301019)
On the use of some temporarily idle raised funds and self owned funds
Announcement of cash management
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Ningbo Color Master Batch Co.Ltd(301019) (hereinafter referred to as "the company") held the 16th meeting of the first board of directors and the 11th meeting of the first board of supervisors on April 22, 2022, deliberated and adopted the proposal on cash management with some temporarily idle raised funds and self owned funds, and agreed that the company would not affect the investment plan of raised funds, Use idle raised funds of no more than 450 million yuan (including this amount) and self owned funds of no more than 200 million yuan (including this amount) for cash management. Within the above limit, the funds can be used on a rolling basis within 12 months from the date of deliberation and approval by the general meeting of shareholders. The proposal needs to be submitted to the general meeting of shareholders for deliberation, and the details are hereby announced as follows:
1、 Basic information of raised funds
With the approval of registration of Ningbo Color Master Batch Co.Ltd(301019) initial public offering (zjxk [2021] No. 1866) issued by China Securities Regulatory Commission, Ningbo Color Master Batch Co.Ltd(301019) (hereinafter referred to as "the company") issued 20 million ordinary shares (A shares) in RMB for the first time, with a par value of 1.00 yuan per share, an issue price of 28.94 yuan per share and a total raised capital of 578.8 million yuan, After deducting the issuance expenses of 682504 million yuan, the net amount of raised funds was 5105496 million yuan. Lixin Certified Public Accountants (special general partnership) has verified the capital availability of the company's initial public offering of shares on June 24, 2021, and issued the capital verification report (Xin Kuai Shi Bao Zi [2021] No. zf10771). After its verification, all the above raised funds have been in place as of June 23, 2021.
2、 Use and management of raised funds
According to the company's prospectus on initial public offering and listing on GEM, the net amount of the company's initial public offering funds after deducting the issuance expenses will be used for the following items:
Total investment No. and project name of the raised capital to be invested
(10000 yuan) gold amount (10000 yuan)
1 medium and high-end color masterbatch project with an annual output of 20000 tons 23427882342788
2 Zhongshan expansion project with an annual output of 10000 tons of medium and high-end color masterbatch 945637945637
3 R & D center upgrade project 39 China International Marine Containers (Group) Co.Ltd(000039) 0000
4. Supplementary working capital project 520 Chang Jiang Shipping Group Phoenix Co.Ltd(000520) 000
Total 4198425
The part of the net funds raised this time that exceeds the amount required for the investment of the above projects is the over raised funds. Given that the construction of the project invested with raised funds needs a certain period, according to the actual construction progress of the project invested with raised funds, some of the raised funds (including over raised funds) will be idle in the short term.
3、 The proposed use of idle raised funds and self owned funds for cash management
1. Investment purpose
In order to improve the use efficiency of the raised funds, the company plans to use the temporarily idle raised funds and its own funds for cash management without affecting the normal progress of the investment plan of the raised funds and the safety of the raised funds, so as to better maintain and increase the value of the company's cash and protect the interests of the company's shareholders.
2. Limit and term
The company plans to use the temporarily idle raised funds of no more than RMB 450 million (including the amount) and its own funds of no more than RMB 200 million (including the amount) for cash management. The service life is effective within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above amount and period, the funds can be used on a rolling basis. When the cash management of temporarily idle raised funds expires, it will be returned to the special account for raised funds in time.
3. Investment varieties
The company intends to purchase products with high safety and meet the capital preservation requirements, and the product issuer can provide capital preservation commitments; Products with good liquidity, low risk, term not exceeding 12 months or transferable and withdrawable in advance, including but not limited to structural deposits, agreed deposits, call deposits, time deposits, large certificates of deposit, principal guaranteed financial management and national debt reverse repurchase, will not affect the normal progress of the investment plan of raised funds. The above products shall not be used for pledge, and the special settlement account for products shall not deposit non raised funds or be used for other purposes. The company will promptly announce the opening or cancellation of the special settlement account for products.
4. Implementation mode
Within the validity period and limit, authorize the management to make investment decisions, including but not limited to: selecting qualified financial institutions, varieties of financial products, clarifying the investment amount, investment period, negotiating and communicating contracts or agreements, etc; Within the scope of the above investment quota, the chairman's representative is authorized to sign relevant contract documents, and the financial department of the company is responsible for the organization, implementation and management.
5. Distribution of cash management income
The proceeds obtained from the company's use of some idle raised funds for cash management will be managed and used in strict accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on the regulatory measures for raised funds.
6. Information disclosure
The company will do a good job of relevant information disclosure in accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and other relevant requirements.
7. Association description
The company plans to purchase investment products from financial institutions that do not have a related relationship. The use of idle raised funds and self owned funds for cash management this time will not constitute a related party transaction.
4、 Investment risk and risk control measures
1. Investment risk
(1) Although the investment 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.
2. Risk control measures
(1) When the company uses idle raised funds and its own funds to purchase investment products, it will choose investment products with high safety and good liquidity, and clarify the amount, variety and term of investment products, as well as the rights, obligations and legal liabilities of both parties.
(2) The financial department of the company will check the account balance with the bank in time and do a good job in financial accounting. Once it is found that there are risk factors that may affect the safety of the company's funds, it will take preservation measures in time to control the investment risk, and conduct real-time analysis and tracking on the use and custody of the funds of the invested products.
(3) The internal audit department of the company is responsible for the audit and supervision of investment and financial products and custody, and regularly carry out internal audit on the use and custody of raised funds.
(4) The independent directors and the board of supervisors 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 perform the obligation of information disclosure in strict accordance with laws and regulations and relevant provisions of normative documents of Shenzhen Stock Exchange.
5、 Impact on the company
The company adheres to standardized operation and realizes the preservation and appreciation of assets on the premise of preventing risks. Under the condition of ensuring the construction of investment projects with raised funds and the normal operation of the company, the company uses some idle raised funds and its own funds for cash management, which will not affect the construction of projects with raised funds and the normal development of its main business, and there is no direct or indirect change in the purpose of raised funds in disguised form. At the same time, it can improve the efficiency of fund use, Obtain certain income and obtain more returns for the company and shareholders.
6、 Relevant approval procedures and review opinions
1. Deliberations of the board of directors
At the 16th meeting of the first board of directors held on April 22, 2022, the company deliberated and adopted the proposal on using some temporarily idle raised funds and self owned funds for cash management. On the premise of ensuring that the construction needs of the investment projects with raised funds are not affected, the normal operation of the company is ensured, and the risk is effectively controlled, in order to further improve the efficiency of the use of funds and increase the return of shareholders, It is agreed that the company will use some idle raised funds of no more than RMB 45 million (including this amount) and idle self owned funds of no more than RMB 200 million (including this amount) for cash management.
2. Deliberation of the board of supervisors
At the 11th meeting of the first board of supervisors held on April 22, 2022, the company deliberated and adopted the proposal on cash management using some temporarily idle raised funds and self owned funds. The board of supervisors held that under the condition of ensuring the normal progress of the investment projects with raised funds, The company uses some idle raised funds of no more than RMB 45 million (including the principal amount) and idle self owned funds of no more than RMB 200 million (including the principal amount) for cash management. The purchase of low-risk cash management products with high safety, good liquidity and meeting the principal guarantee requirements. The product issuer can provide principal guarantee commitment for a period of no more than 12 months, which is conducive to improving the efficiency and income of capital use, It will not affect the normal progress of the investment plan of the raised funds, and there is no behavior of changing the purpose of the raised funds in a disguised form, which complies with the relevant provisions of relevant laws, regulations and normative documents.
The board of supervisors approved the company to use the temporarily idle raised funds and its own funds for cash management.
3. Opinions of independent directors
All independent directors believe that:
On the premise of ensuring that the normal progress of the investment plan of raised funds is not affected, the company makes rational use of some idle raised funds and its own funds for cash management in combination with the implementation progress of raised investment projects, which will help to improve the efficiency and income of the company's fund use. The company's decision-making procedures for cash management this time 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 by listed companies and the company's special management system for raised funds. There is no behavior of changing the purpose of raised funds in a disguised manner, which will not affect the promotion of investment projects of raised funds and the normal operation of the company.
Therefore, as an independent director of the company, we agree that the company will use idle raised funds of no more than 45 million yuan (including the principal) and its own funds of no more than 200 million yuan (including the principal) for cash management. Within the above limit, the funds can be used on a rolling basis within 12 months from the date of deliberation and approval by the general meeting of shareholders. We agree to submit the proposal to the 2022 annual general meeting of shareholders of the company for deliberation.
4. Verification opinions of the recommendation institution
After verification, the sponsor believes that the company uses some idle raised funds of no more than RMB 45 million (including this amount) and its own idle funds of no more than RMB 200 million (including this amount) for cash management. The above matters have been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors of the company have expressed explicit consent and fulfilled the necessary deliberation procedures, which need to be deliberated and approved by the general meeting of shareholders of the company. The above matters of the company comply with the provisions of relevant laws and regulations 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, and there is no situation of changing the use purpose of raised funds in a disguised manner and damaging the interests of shareholders. The recommendation institution has no objection to the company's use of some temporarily idle raised funds and its own funds for cash management.
7、 Documents for future reference
1. Resolution of the 16th meeting of the first board of directors;
2. Independent opinions of independent directors on matters related to the 16th meeting of the first board of directors of the company; 3. Resolution of the 11th meeting of the first board of supervisors;
4. Opinions of Guosen Securities Co.Ltd(002736) on Ningbo Color Master Batch Co.Ltd(301019) using some temporarily idle raised funds and self owned funds for cash management.
It is hereby announced.
Ningbo Color Master Batch Co.Ltd(301019) board of directors April 25, 2022
