Securities code: 002917 securities abbreviation: Shenzhen King Explorer Science And Technology Corporation(002917) Announcement No.: 2022-005 Shenzhen King Explorer Science And Technology Corporation(002917)
Announcement on the use of temporarily 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.
Shenzhen King Explorer Science And Technology Corporation(002917) (hereinafter referred to as “the company” or ” Shenzhen King Explorer Science And Technology Corporation(002917) “) held the 22nd Meeting of the second board of directors and the 22nd Meeting of the second board of supervisors on January 12, 2022. The meeting deliberated and adopted the proposal on cash management with temporarily idle raised funds, It is agreed that the company will use the temporarily idle raised funds of no more than RMB 680 million for cash management. Within the validity period from the date of deliberation and approval by the general meeting of shareholders of the company, the above amount can be recycled and used jointly by the company and its subsidiaries implementing the investment projects of raised funds. The proposal still needs to be submitted to the general meeting of shareholders for deliberation. The relevant information is hereby announced as follows:
1、 Basic information of raised funds
Approved by the reply on approving Shenzhen King Explorer Science And Technology Corporation(002917) non-public offering of shares (zjxk [2021] No. 2103) of China Securities Regulatory Commission, the company is approved to issue no more than 81403200 new shares in a non-public manner. The total amount of funds actually raised by the company in this non-public offering is RMB 695584196.64. After deducting the issuance expenses of RMB 10655501.92 (excluding tax), the net amount of funds actually raised is RMB 684928694.72. ShineWing Certified Public Accountants (special general partnership) has verified the availability of funds raised by the company’s non-public offering of shares on January 6, 2022, and issued “xyzh / 2022szaa20002” Shenzhen King Explorer Science And Technology Corporation(002917) capital verification report.
2、 Investment projects and use of raised funds
The investment projects and use plans of the funds raised by the company’s non-public offering are as follows:
Unit: 10000 yuan
No. project name total investment amount net amount of raised funds to be invested after deducting issuance expenses
1 blasting engineering service items 32057.68 32057.68
2 technical transformation and information construction project of civil blasting equipment production line 15208.91 15208.91
3 northern regional operation center and industrial information service industrialization project 24291.83 21226.28
Total 71558.42 68492.87
As the construction of projects invested with raised funds needs a certain period, according to the construction progress of each project invested with raised funds, some of the raised funds are idle in the short term at this stage.
3、 The use of temporarily idle raised funds for cash management this time
In order to improve the use efficiency of the temporarily idle raised funds, the company uses the temporarily idle raised funds for cash management, increase the company’s income and obtain more investment returns for the company and shareholders on the premise of ensuring the investment project construction and use of the raised funds and effectively controlling the risks. The details are as follows:
1. Types of investment products for cash management
In order to control risks, the products to be invested by the company using the temporarily idle raised funds are cash management products with high security, good liquidity and short-term (no more than 12 months) principal guaranteed commitments, including but not limited to financial products, structured deposits, time deposits, large certificates of deposit, etc. The main issuers of the products are commercial banks and other financial institutions that can provide Principal Guaranteed commitments.
The above investment varieties do not involve the provisions on venture capital in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. 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 a special product settlement account is opened or cancelled, the company will perform the filing and information disclosure procedures in accordance with the relevant requirements of Shenzhen Stock Exchange.
Investment varieties are not used for the purpose of high-risk investment such as securities investment and derivatives trading. 2. Cash management limit
The company and its subsidiaries implementing the investment projects with raised funds intend to use the amount of no more than RMB 680 million to temporarily idle the raised funds for cash management, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors and the general meeting of shareholders. Within the validity period of the above quota and resolution, it can be recycled. When the cash management of temporarily idle raised funds expires, it will be returned to the special account for raised funds in time.
The investment period for the company to use the temporarily idle raised funds for cash management is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company, and the investment amount can be recycled and used within the validity period of the resolution. 4. Implementation mode
After the above matters are considered and approved by the board of directors and the general meeting of shareholders, the chairman of the company or the authorized personnel of the chairman of the board of directors are authorized to exercise the investment decision-making power within the limit and sign relevant contract documents, including but not limited to selecting the qualified issuer of financial products, clarifying the financial amount, selecting the variety of financial products, signing contracts, etc, At the same time, the financial director of the company is authorized to implement relevant matters.
4、 Investment risk and risk control measures
1. Investment risk
Cash management products belong to the category of low-risk investment, but the financial market is greatly affected by the macro-economy. It is not excluded that the investment is affected by market fluctuations. The company will intervene appropriately according to the economic situation and changes in the financial market.
2. Measures to be taken against investment risks
(1) The company will strictly abide by the principle of prudent investment, strictly screen investment objects, and select investment varieties with good reputation, strict risk control measures and ability to ensure capital safety;
(2) The company’s decision-makers and specific implementation departments will timely analyze and track the investment direction of bank financial products and project progress. If risk factors that may affect capital security are found in the assessment, corresponding measures will be taken in time to control investment risks;
(3) The internal audit department of the company is responsible for daily supervision of the use of funds, regular inspection of the use and storage of raised funds, and timely reporting the inspection results to the Audit Committee;
(4) Independent directors and the board of supervisors 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 accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Impact of this cash management event on the company
The company’s use of temporarily idle raised funds for cash management is implemented on the premise of ensuring the safety of the funds required for the company’s raised funds investment projects and the principal of the raised funds, which will not affect the construction of the company’s raised funds projects and the normal development of its main business, and there is no change in the purpose of the raised funds in a disguised manner. Cash management can effectively improve the use efficiency of idle raised funds, obtain certain investment benefits, further improve the company’s performance level and obtain more investment returns for the company and shareholders.
6、 Relevant procedures and opinions for performance
1. Opinions of independent directors
The company uses the temporarily idle raised funds for cash management, The decision-making and deliberation procedures comply with the relevant provisions of laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, It is conducive to improving the use efficiency of the raised funds. Without affecting the construction of the raised funds and the use of the raised funds, it is reasonable to use some idle raised funds for cash management to obtain more returns for the company and shareholders, which is in line with the principle of maximizing the interests of shareholders. There is no behavior of changing the purpose of the raised funds in a disguised manner and damaging the interests of all shareholders. It is agreed that the company shall use the temporarily idle raised funds of no more than RMB 680 million for cash management, and submit this matter to the general meeting of shareholders for deliberation. The amount can be recycled and used jointly by the company and its subsidiaries implementing the investment projects of raised funds within the authorization period from the date of deliberation and approval by the general meeting of shareholders of the company.
2. Opinions of the board of supervisors
The company held the 22nd Meeting of the second board of supervisors on January 12, 2022, deliberated and adopted the proposal on cash management with temporarily idle raised funds, and agreed that the company would use temporarily idle raised funds of no more than RMB 680 million for cash management without affecting the construction and normal use of raised funds, Within the validity period of 12 months from the date of deliberation and approval by the general meeting of shareholders of the company, the above amount can be recycled and used jointly by the company and its subsidiaries implementing the investment projects with raised funds.
3. Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of idle raised funds and its own funds for cash management has been deliberated and approved at the 22nd Meeting of the second board of directors and the 22nd Meeting of the second board of supervisors, the independent directors of the company have also expressed clear consent, and the decision-making procedures for relevant matters are legal and compliant, Comply with the provisions of relevant laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. Therefore, the recommendation institution has no objection to Shenzhen King Explorer Science And Technology Corporation(002917) using idle raised funds and its own funds for cash management.
7、 Documents for future reference
1. Resolutions of the 22nd Meeting of the second board of directors of the company;
2. Resolutions of the 22nd Meeting of the second board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the 22nd Meeting of the second board of directors;
4. Citic Securities Company Limited(600030) verification opinions on Shenzhen King Explorer Science And Technology Corporation(002917) using idle raised funds and self owned funds for cash management.
It is hereby announced.
Shenzhen King Explorer Science And Technology Corporation(002917) board of directors
January 12, 2022
