Securities code: Zhongji Innolight Co.Ltd(300308) securities abbreviation: Zhongji Innolight Co.Ltd(300308) Announcement No.: 2022048 Zhongji Innolight Co.Ltd(300308)
Announcement on continuing to use 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.
On April 21, 2022, Zhongji Innolight Co.Ltd(300308) (hereinafter referred to as “the company” or ” Zhongji Innolight Co.Ltd(300308) “) held the 25th meeting of the 4th board of directors and the 22nd Meeting of the 4th board of supervisors respectively, deliberated and passed the proposal on continuing to use idle raised funds for cash management. In order to improve the use efficiency of temporarily idle raised funds and increase capital income, Under the condition of ensuring the construction of investment projects with raised funds and the normal use of raised funds, the company plans to use no more than RMB 80 million, the wholly-owned subsidiary Suzhou xuchuang plans to use no more than RMB 90 million, the wholly-owned subsidiary Tongling xuchuang plans to use no more than RMB 100 million, and the wholly-owned subsidiary Suzhou xuchuang Photoelectric Industrial Park Development Co., Ltd. plans to use no more than RMB 200 million The holding subsidiary Chengdu Chuhan plans to use the temporarily idle raised funds of no more than 200 million yuan for cash management. The total amount of cash management using the idle raised funds is no more than 220 million yuan. Within the limit, the funds can be recycled and rolled; The service life shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders, and the investment life of a single investment product shall not exceed 12 months. The details are as follows:
1、 Basic information and use of raised funds
(I) basic information of raised funds
According to the reply on Approving the registration of Zhongji Innolight Co.Ltd(300308) issuing shares to specific objects issued by China Securities Regulatory Commission (zjxk [2021] No. 2719), Zhongji Innolight Co.Ltd(300308) (hereinafter referred to as “the company” or ” Zhongji Innolight Co.Ltd(300308) “) issued 87080000 ordinary shares (A shares) in RMB to 15 specific objects, with an issue price of 31.00 yuan / share and a total raised capital of 2699480000 yuan, After deducting the issuance expenses of 3436224168 yuan, the net amount of raised funds is 266511775832 yuan, including 8708000000 yuan included in the share capital and 257803775832 yuan included in the capital reserve.
All the above raised funds have been in place, and PwC Zhongtian Certified Public Accountants (special general partnership) has checked the capital verification report on issuing RMB common shares (A shares) to specific objects in Zhongji Innolight Co.Ltd(300308) 2021. The company deposited the above raised funds in a special account in accordance with the regulations, and signed a tripartite supervision agreement on the raised funds with the recommendation institution and the special account bank for the raised funds. According to the prospectus of Zhongji Innolight Co.Ltd(300308) issuing A-Shares to specific objects, the raised funds are invested in the following items after deducting relevant issuance expenses:
Unit: 10000 yuan
No. project name total investment of the project to be invested in raised funds
1. Construction project of Suzhou xuchuangguang module business headquarters and R & D center 57580915615294
2 Suzhou xuchuang high-end optical module production base project 71212106444800
3 Tongling xuchuang high-end optical module production base project 58786905133340
4 technical transformation project of Chengdu Chuhan production base 27770902374930
5 supplement of working capital and repayment of bank loans 74264367426436
Total 2896151726994800
(II) use of raised funds
1. On November 19, 2021, the 18th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on using the raised funds to increase the capital of wholly-owned subsidiaries and wholly-owned subsidiaries to increase the capital of wholly-owned subsidiaries. In order to further accelerate the construction and implementation of the raised investment projects, according to the actual operation needs of the raised investment projects, the company used the raised funds of 2430978200 yuan and its interest to increase the capital of Suzhou xuchuang; In addition, Suzhou xuchuang used the raised fund of 506868500 yuan and its interest to make a paid in contribution to Tongling xuchuang.
2. On December 10, 2021, the company held the 19th meeting of the 4th board of directors and the 18th meeting of the 4th board of supervisors respectively, deliberated and passed the proposal on replacing early investment with raised funds, and agreed that the company would replace the self raised funds of early investment projects with RMB 698595 million by issuing shares to specific objects.
3. On March 8, 2022, the company held the 22nd Meeting of the 4th board of directors, deliberated and approved the proposal on capital increase of wholly-owned subsidiaries to wholly-owned subsidiaries with raised funds. In order to further accelerate the construction and implementation of projects invested with raised funds, Suzhou xuchuang Technology Co., Ltd., a wholly-owned subsidiary of the company, used the raised capital of 291235000 yuan and its interest to increase the capital of Suzhou xuchuang Photoelectric Industrial Park Development Co., Ltd., a wholly-owned subsidiary of the company (of which 29123277778 yuan was included in the paid in capital and others in the capital reserve), and will make cash contributions in batches according to the implementation progress of the project. After this contribution, the registered capital of Suzhou xuchuang Photoelectric Industrial Park Development Co., Ltd. was changed to 517.65 million yuan, Suzhou chuangxu Technology Co., Ltd. is still a wholly-owned subsidiary.
2、 Basic information of cash management using idle raised funds this time
(I) investment purpose: the company will use the raised funds as needed according to the construction progress of the raised funds investment project. Before full use, in order to improve the use efficiency of the temporarily idle raised funds, the company will reasonably use the idle raised funds for cash management without affecting the construction progress of the company’s raised projects and the use of the raised funds, so as to increase income and obtain better returns for the company and shareholders.
(II) investment varieties: the company will strictly control risks in accordance with relevant regulations, strictly evaluate and screen investment products, and select principal guaranteed products with high safety and good liquidity, such as structural deposits, large amount certificates of deposit, principal guaranteed financial management, income certificates and treasury bond reverse repurchase products. Investment products shall not be pledged, and the special settlement account for products shall not deposit non raised funds or be used for other purposes. If the special settlement account for products is opened or cancelled, the company will make a timely announcement.
(III) investment quota: the company plans to use no more than RMB 800 million, the wholly-owned subsidiary Suzhou xuchuang plans to use no more than RMB 90 million, the wholly-owned subsidiary Tongling xuchuang plans to use no more than RMB 100 million, and the wholly-owned subsidiary Suzhou xuchuang Photoelectric Industrial Park Development Co., Ltd. plans to use no more than RMB 200 million The holding subsidiary Chengdu Chuhan plans to use the temporarily idle raised funds of no more than 200 million yuan for cash management, and the total amount of cash management using the idle raised funds shall not exceed 220 million yuan. Within the limit, the funds can be recycled and used in a rolling manner.
(IV) investment term: the service life shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders, and the investment term of a single investment product shall not exceed 12 months.
(V) implementation method: investment products must be purchased in the name of the company. The board of directors authorizes the president to exercise the investment decision-making power within the specified amount, and the financial person in charge shall handle relevant matters.
(VI) information disclosure: the company will timely perform the obligation of information disclosure in accordance with the relevant requirements of the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies.
3、 Impact on the company
The cash management of the raised funds will not affect the construction of the company’s raised funds and the normal development of the company’s main business, which is conducive to improving the use efficiency of idle raised funds and obtaining more investment income for the company and shareholders. At the same time, after being deliberated and approved by the general meeting of shareholders, the board of directors authorized the president to exercise the investment decision-making power within the specified amount, and the financial person in charge handled the relevant matters.
4、 Investment risk and control measures
(I) investment risk
1. Although the relevant investment varieties will be strictly evaluated, they are greatly affected by the macroeconomic, fiscal and monetary policies of the financial market. It is not excluded that the investment is affected by market fluctuations, mainly including income fluctuation risk, liquidity risk, etc;
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) risk control measures
1. Strictly select investment objects and select products issued by units with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability;
2. The company will strictly follow the approval authority, decision-making procedures, business supervision, risk control, accounting management and information disclosure specified in relevant systems, and determine the investment scale according to the company’s risk tolerance;
3. The Finance Department of the company will 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;
4. The company’s independent directors and board of supervisors have the right to supervise and inspect the situation of their investment products, and can hire professional institutions to audit when necessary;
5. The Audit Department of the company is responsible for conducting a comprehensive inspection of the products on a regular basis and reasonably predicting the possible risks and benefits of various investments according to the principle of prudence;
6. The company will disclose the investment products and relevant profits and losses during the reporting period in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Review procedures for implementation
On April 21, 2022, the 25th meeting of the Fourth Board of directors and the 22nd Meeting of the Fourth Board of supervisors respectively deliberated and approved the proposal on continuing to use idle raised funds for cash management, and agreed that the company and the companies within the scope of consolidated statements would use idle raised funds of no more than 220 million yuan for cash management, and the service life would be effective within 12 months from the date of deliberation and approval by the general meeting of shareholders. At the same time, the board of directors will authorize the president to exercise the investment decision-making power within the specified limit, and the financial person in charge will handle relevant matters.
6、 Independent opinions of independent directors
The company’s use of some idle raised funds for cash management this time complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, 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 listing rules of GEM stocks of Shenzhen Stock Exchange. The company and its subsidiaries or grandchildren within the scope of consolidated statements use temporarily idle raised funds and choose principal guaranteed products with high safety and good liquidity for investment, which is conducive to improving the use efficiency of idle raised funds and increasing capital income. There is no disguised change in the investment direction of raised funds, which will not affect the construction and use of raised funds, and will not have an adverse impact on the company’s business activities, In line with the interests of the company and all shareholders.
In conclusion, we agree that the company will use some idle raised funds for cash management this time.
7、 Opinions of the board of supervisors of the company
The company’s cash management of idle raised funds complies 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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock exchange No. 2 – standardized operation of GEM listed companies, and the management system of raised funds of companies, It will not affect the normal implementation of the investment projects with raised funds and the normal business activities of the company, and will not change the investment direction of the raised funds in a disguised form and damage the interests of the company and all shareholders. The company has performed the necessary approval procedures in accordance with the provisions and requirements of relevant laws and regulations and the company’s rules and regulations.
In conclusion, the board of supervisors agreed to the company’s use of some idle raised funds for cash management.
8、 Verification opinions of the recommendation institution
The sponsor believes that: Zhongji Innolight Co.Ltd(300308) and its wholly-owned subsidiary Suzhou xuchuang, its holding subsidiary Chengdu Chuhan, and its wholly-owned subsidiary Tongling xuchuang used idle raised funds for cash management have been deliberated and approved by the board of directors, and the board of supervisors and independent directors have expressed their consent. Under the condition of ensuring the construction of investment projects with raised funds and the normal use of raised funds, the company purchases principal guaranteed products with high safety and good liquidity, which is conducive to improving the use efficiency of idle raised funds, making rational use of idle raised funds, increasing income, and obtaining better returns for the company and its shareholders. In conclusion, the recommendation institution has no objection to the cash management of the company’s use of some idle raised funds this time.
9、 Documents for future reference
1. Zhongji Innolight Co.Ltd(300308) the resolution of the 25th meeting of the 4th board of directors;
2. Zhongji Innolight Co.Ltd(300308) the resolution of the 22nd Meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on relevant matters;
4. Guotai Junan Securities Co.Ltd(601211) issued the verification opinions on Zhongji Innolight Co.Ltd(300308) continuing to use idle raised funds for cash management.
It is hereby announced
Zhongji Innolight Co.Ltd(300308) board of directors
