Securities code: Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) securities abbreviation: Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) Announcement No.: 2022028 Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024)
Announcement on using some 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.
Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) (hereinafter referred to as “the company”) held the third meeting of the third board of directors and the third meeting of the third board of supervisors on April 21, 2022, deliberated and adopted the proposal on using some idle raised funds for cash management, and agreed that the company would not affect the construction progress of investment projects with raised funds and effectively control risks, The idle raised funds (including over raised funds) of no more than RMB 260 million shall be used for cash management. The service life of a single product shall not exceed 12 months. The review validity period is: from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting, it can be recycled and used within the validity period of the above amount and term. The details are as follows:
1、 Overview of the basic situation of the raised funds
With the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on the approval of Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) initial public offering registration (zjxk [2021] No. 2115), and with the consent of Shenzhen Stock Exchange, the company issued 10 Shanghai Pudong Development Bank Co.Ltd(600000) RMB ordinary shares (A shares) in total, with an issue price of 48.52 yuan per share and a total raised capital of 51431200000 yuan, After deducting 5193440246 yuan of underwriting, recommendation fees, intermediary fees, information disclosure fees and other issuance expenses paid for the issuance of shares (excluding value-added tax), the net amount of funds actually raised is 46237759754 yuan.
Lixin Certified Public Accountants (special general partnership) verified the availability of funds raised by the company’s initial public offering and issued Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) capital verification report (xksbz [2021] No. za15201) on July 22, 2021.
All the raised funds have been deposited in the special account for raised funds established by the company, and the company has signed the tripartite supervision agreement for raised funds with the recommendation institution and the relevant bank storing the raised funds to manage the deposit and use of the raised funds.
2、 Use of raised funds
(I) use plan and use of raised funds
According to the investment projects of raised funds disclosed in the prospectus of Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) initial public offering and listing on GEM (hereinafter referred to as the “prospectus”), the funds raised by the company’s initial public offering of shares will be invested in the following projects after deducting the issuance expenses:
Unit: Yuan
No. name of investment project of raised funds total investment amount of raised funds committed investment amount
1 headquarters operation management center expansion project 1997996 Shenzhen Cereals Holdings Co.Ltd(000019) 979960000
2 design service network construction and upgrading project 1292974 Csg Holding Co.Ltd(000012) 929740000
3. Construction project of public building design center 24520600 Changgao Electric Group Co.Ltd(002452) 060000
4 interior design center construction project 22973600 Hunan Boyun New Materials Co.Ltd(002297) 360000
5. Upgrading and construction project of technology R & D center 20243 China Vanke Co.Ltd(000002) 024300000
6 enterprise informatization construction project 178222 Shenzhen China Bicycle Company (Holdings) Limited(000017) 82220000
Total 41465640000
The net amount of funds actually raised by the company’s initial public offering of shares was 46237759754 yuan (including 4772119754 yuan of funds raised in excess after deducting the fund demand of the above-mentioned investment projects). At present, the company is orderly promoting the construction of investment projects with raised funds according to the use of raised funds. (II) reasons for idle raised funds
As the construction of the project invested with raised funds has a certain period, according to the actual construction progress of the project invested with raised funds, some of the raised funds will be idle in the short term. On the premise of not affecting the construction of investment projects with raised funds and the normal operation of the company, the company plans to use idle raised funds for cash management to improve the use efficiency of raised funds.
3、 The use of idle raised funds for cash management this time
(I) purpose of cash management
The purpose of using some idle raised funds for cash management this time is to ensure that it will not affect the construction of investment projects of raised funds, change the use purpose of raised funds in the same phase, not affect the normal operation of the company, ensure the safety of funds and effectively control risks. In order to improve the use efficiency of the company’s funds, making rational use of some idle raised funds for cash management can increase capital income and obtain more returns for the company and shareholders.
(II) proposed investment amount and term
The company plans to use the idle raised funds of no more than RMB 260 million for cash management. The service life of a single product shall not exceed 12 months. Within the validity period of the above quota and term, it can be recycled and rolled. The validity period of review is: from the date of review and approval of the 2021 annual general meeting to the date of convening the 2022 annual general meeting.
(III) products to be invested
The company will strictly control risks in accordance with relevant regulations. The idle raised funds intend to buy low-risk financial products with high security and good liquidity issued by commercial banks, securities companies and other financial institutions (including but not limited to time deposits, structured deposits, capital guaranteed investment products, etc.), and will not be used for other securities investment, nor will they buy products with stocks, derivatives and unsecured bonds as investment targets.
(IV) source of funds
The temporarily idle raised funds (including over raised funds).
(V) implementation mode
After the above matters are deliberated and approved by the board of directors, they can be implemented only after they are deliberated and approved by the general meeting of shareholders of the company.
After the deliberation and approval of the general meeting of shareholders of the company, the chairman of the company and his authorized persons are authorized to sign relevant contract documents within the above-mentioned limit, including but not limited to selecting qualified issuers of financial products, clarifying financial amount, selecting varieties of financial products, signing relevant contracts, etc. at the same time, the Finance Department of the company is authorized to implement relevant matters.
(VI) information disclosure
The company will timely perform the obligation of information disclosure in accordance with the requirements of relevant regulations and normative documents 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 will not change the purpose of raised funds in a disguised manner.
4、 Investment risk analysis and risk control measures
(I) investment risk
1. Although the products to be invested have been strictly evaluated, the financial market is greatly affected by the macro-economy, so 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;
3. Operation and monitoring risks of relevant staff.
(II) proposed control measures for investment risks
The company will make decisions, manage, inspect and supervise the cash management items of raised funds in strict accordance 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange and the company’s measures for the management of raised funds. When purchasing financial products from financial institutions, the company will choose investment products with good liquidity, high security and a term of no more than 12 months, and clarify the amount, term, investment varieties, rights, obligations and legal liabilities of both parties.
The financial department of the company will establish an investment account to analyze and track the investment direction and progress of products in real time. 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.
The company’s independent directors and the board of supervisors have the right to conduct regular or irregular inspection on the company’s investment in financial products, and can hire professional institutions to audit when necessary.
The company will disclose the progress of financial products in accordance with the relevant provisions of Shenzhen Stock Exchange, and disclose the purchase and profit and loss of financial products during the reporting period in the regular report.
5、 Impact on the daily operation of the company
On the premise of complying with national laws and regulations and ensuring that the normal operation of the company, the normal progress of the company’s investment plan of raised funds and the safety of funds are not affected, the company uses some idle raised funds for cash management, which will not affect the daily operation of the company and the normal development of the investment projects of raised funds. Through appropriate cash management, we can improve the use efficiency of the company’s funds, obtain certain investment income, and seek more investment returns for the company’s shareholders. The company intends to use part of the idle raised funds for cash management, which does not belong to the situation of changing the purpose of the raised funds directly or in a disguised form.
6、 Review procedures and relevant opinions for implementation
(I) deliberations of the board of directors
The third meeting of the third board of directors of the company deliberated and adopted the proposal on using some idle raised funds for cash management. In order to improve the use efficiency of the company’s funds, under the condition of ensuring the construction of investment projects with raised funds and the safe use of raised funds, the board of directors of the company agrees that the company uses idle raised funds of no more than 260 million yuan for cash management to purchase financial products with high safety, good liquidity and low risk, and the service life of a single product shall not exceed 12 months, The review validity period is: from the date of review and approval by the 2021 annual general meeting to the date of holding the 2022 annual general meeting, within the validity period of the above quota and period, it can be recycled and used, and the principal and income after the expiration of financial management will be returned to the raised fund account in time. At the same time, the board of directors submitted the matter to the general meeting of shareholders for deliberation, and authorized the chairman of the company and his authorized persons to sign relevant contract documents within the above limit, including but not limited to selecting qualified issuers of financial products, clarifying financial amount, selecting varieties of financial products, signing relevant contracts, etc., and authorized the financial department of the company to implement relevant matters.
(II) deliberation of the board of supervisors
The third meeting of the third board of supervisors of the company deliberated and adopted the proposal on cash management using some idle raised funds. After deliberation, the board of supervisors agreed that the company would use the idle raised funds of no more than 260 million yuan for cash management to purchase financial products with high safety, good liquidity and low risk, and the service life of a single product would not exceed 12 months, on the premise of ensuring that the construction of the company’s investment projects with raised funds would not be affected and the risks would be effectively controlled, The validity period of review is: from the date of review and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting, it can be recycled and rolled within the validity period of the above quota and term, and the principal and income of the idle raised funds after the financial management expires will be returned to the raised funds account in time.
(III) opinions of independent directors
After review, we believe that the company’s use of idle raised funds of no more than 260 million yuan for cash management is conducive to improving the efficiency of the company’s fund use, does not conflict with the implementation plan of the raised investment project, does not affect the construction of the raised investment project, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of the company and all shareholders.
The above decision-making procedures of the company to use some idle raised funds for cash management are in line with relevant interests, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
To sum up, as an independent director of the company, we agree that the company will use the idle raised funds of no more than 260 million yuan for cash management, and submit the matter to the general meeting of shareholders for deliberation.
(IV) verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of some idle raised funds for cash management has been deliberated and approved at the third meeting of the third board of directors and the third meeting of the third board of supervisors, the independent directors have expressed their consent, and the matter needs to be submitted to the general meeting of shareholders for deliberation. On the premise of ensuring the sufficient funds required by the company’s raised investment projects and ensuring the safety of the raised funds, the use of idle raised funds with a total amount of no more than 260 million yuan for cash management is conducive to improving the use efficiency of the raised funds and increasing the company’s income, and there is no situation of changing the use and investment direction of the raised funds in a disguised manner and damaging the interests of shareholders. The relevant procedures comply with the relevant provisions of 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, 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 companies listed on GEM.
To sum up, the recommendation institution has no objection to the company’s use of some idle raised funds for cash management. This matter needs to be submitted to the general meeting of shareholders for deliberation.
7、 Documents for future reference
Resolutions of the third meeting of the third board of directors of the company;
The third meeting of the board of supervisors;
Independent opinions of independent directors on matters related to the third meeting of the third board of directors of the company;
Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. issued the verification opinions on Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) using some idle raised funds for cash management.
It is hereby announced.
Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) board of directors
