Securities code: Shang Gong Group Co.Ltd(600843) 900924 securities abbreviation: Shang Gong Group Co.Ltd(600843) Shanggong B share Announcement No.: 2022013 Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd
Announcement on cash management of some temporarily idle raised funds and self owned funds
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 tips:
Amount and term of cash management: the raised funds shall not exceed 700 million yuan and the self owned funds shall not exceed 100 million yuan for cash management. The service life shall be effective within one year from the date of deliberation and approval by the board of directors. The above amount of funds can be used within the validity period.
Products of cash management investment: low-risk, short-term (no more than one year) principal guaranteed agreed deposits, treasury bonds, financial products, etc.
Review procedures to be performed: the company held the 10th meeting of the 9th board of directors and the 9th meeting of the 9th board of supervisors on April 28, 2022, and deliberated and adopted the proposal on cash management of some temporarily idle raised funds and self owned funds respectively. The independent directors of the company expressed their independent opinions.
Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. (hereinafter referred to as “the company”) held the 10th meeting of the 9th board of directors and the 9th meeting of the 9th board of supervisors on April 28, 2022, deliberated and approved the proposal on cash management of some temporarily idle raised funds and self owned funds, and agreed that the company would conduct cash management of temporarily idle raised funds and self owned funds of no more than 700 million yuan, Invest in capital guaranteed products with high safety and good liquidity. The validity period of the resolution is one year from the date of deliberation and approval by the board of directors of the company. During the validity period, the amount of funds can be used on a rolling basis. The details are as follows:
1、 Basic information of raised funds
With the approval of the China Securities Regulatory Commission in the document zjxk [2020] No. 2269, the company issued 164576880 RMB ordinary shares (A shares) to 8 specific investors in September 2021, with a par value of 1 yuan per share and an issue price of 4.95 yuan per share. The total amount of funds raised was 814655556 yuan, after deducting the issuance expenses of 1765499098 yuan (excluding the input tax of value-added tax), The net amount of raised funds actually received is RMB 797 Chongqing Sanxia Paints Co.Ltd(000565) 02. The above raised funds have been deposited into the special account for raised funds established by the company on August 30, 2021. Lixin Certified Public Accountants (special general partnership) has verified the actual funds raised by the company’s non-public offering of shares and issued the capital verification report (xksbz [2021] No. za15389).
The company has deposited the above actually raised funds in the special account for the raised funds opened for this offering, and signed the tripartite supervision agreement on the storage of the special account for raised funds with Bank Of Shanghai Co.Ltd(601229) Fumin sub branch, Bank Of Communications Co.Ltd(601328) Shanghai Xuhui sub branch, Agricultural Bank Of China Limited(601288) Shanghai Pudong branch, Industrial And Commercial Bank Of China Limited(601398) Shanghai Hongkou sub branch and the recommendation Agency (lead underwriter) Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting recommendation Co., Ltd. The funds raised by the company through this issuance are intended to be used for the fund-raising investment projects of “technical transformation project of special sewing equipment and intelligent workstation” and “investment and establishment of Nanxiang R & D and marketing center project”.
2、 Use of raised funds
As of December 31, 2021, the company has accumulated 2146272512 yuan of raised funds, and the balance of raised funds is 77697177238 yuan, including 32697177238 yuan of special account for raised funds and 45000000000 yuan of account balance for financial products. The specific use progress of the raised funds is as follows:
Unit: RMB 10000
No. project name total committed investment cumulative investment as of December 31, 2021
1 technical transformation project of special sewing equipment and intelligent workstation 3500000 24.85
2. Invest in the establishment of Nanxiang R & D and marketing center project 65 China Vanke Co.Ltd(000002) 12142
Total 100 China Vanke Co.Ltd(000002) 14627
3、 Basic information of this cash management
(I) scope of investment products
In order to control risks, the types of investments are low-risk, short-term (no more than one year) principal guaranteed agreed deposits, treasury bonds, financial products, etc. (hereinafter collectively referred to as “investment products”).
The above investment products must meet the following conditions at the same time:
1. High security, meeting the capital preservation requirements, and the product issuer can provide capital preservation commitments;
2. Good liquidity, which will not affect the normal operation of the investment plan of the raised funds;
3. No pledge.
(II) validity of the resolution
It shall be valid within one year from the date of deliberation and approval by the board of directors of the company.
(III) cash management limit
The maximum amount of cash management of the above idle raised funds shall not exceed RMB 700 million and its own funds shall not exceed RMB 100 million. The amount of funds can be used on a rolling basis within the validity period of the resolution of the board of directors of the company. The board of directors shall authorize the management to implement it.
(IV) information disclosure
When purchasing investment products, the company will timely perform the obligation of information disclosure, including the name, amount, term and income of the investment products purchased, as well as the opening or cancellation of the special settlement account for the products.
(V) investment risk and control measures
Although the above investment products belong to low-risk investment varieties, the financial market is greatly affected by the macro economy. The company will intervene in a timely and appropriate amount according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations.
For investment risks, the proposed measures are as follows:
1. The company will strictly abide by the principle of prudent investment. The purchase period of investment products shall not exceed 12 months. Funds shall not be used for securities investment or purchase financial products with unsecured bonds as the investment object.
2. When the management carries out specific implementation, the chairman shall sign relevant contracts. The financial department is responsible for the organization and implementation of investment activities. If necessary, it can hire external personnel and entrust relevant professional institutions to study and demonstrate investment varieties, stop profits and losses, and put forward research reports. The Finance Department of the company will timely analyze and track the investment direction of financial products and the progress of the project. If the evaluation finds that there are risk factors that may affect the safety of the company’s funds, it will take corresponding measures in time to control the investment risk. 3. The raised capital investment products will be in strict accordance with the relevant provisions of the securities regulatory authorities and the company, and will be reduced according to the raised capital investment plan and the actual situation, so as to ensure the smooth construction of the raised capital investment projects.
4. The internal audit department of the company shall supervise the use of funds on a daily basis. 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. According to relevant regulatory requirements, the company will disclose the investment of investment products and corresponding profits and losses in the periodic report during the reporting period.
4、 Information of the trustee
The company has deposited the above actually raised funds in the special account for the raised funds opened for this offering, and signed the tripartite supervision agreement on the storage of the special account for raised funds with Bank Of Shanghai Co.Ltd(601229) Fumin sub branch, Bank Of Communications Co.Ltd(601328) Shanghai Xuhui sub branch, Agricultural Bank Of China Limited(601288) Shanghai Pudong branch, Industrial And Commercial Bank Of China Limited(601398) Shanghai Hongkou sub branch and the recommendation Agency (lead underwriter) Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting recommendation Co., Ltd. The above-mentioned banks are joint-stock listed commercial banks and have no relationship with the company in other aspects except deposit and loan business.
The company’s own funds for cash management will also be selected from the above banks as far as possible. If it exceeds the above scope, it will choose a safe and reliable investment institution for cooperation, which will be announced separately at that time.
5、 Impact on the company
On the premise of ensuring the investment progress of the company’s fund-raising projects and ensuring the safety of funds, the company uses some idle fund-raising funds within the authorized limit to invest in bank short-term financial products with high safety and low risk, which will not have an adverse impact on the company’s main business and daily operation, and will not affect the development of the company’s fund-raising investment projects. Through moderate low-risk short-term financial management, we can obtain certain investment benefits, improve the efficiency of the company’s capital use, and bring more investment returns to the company’s shareholders.
6、 Description of special opinions
(I) opinions of independent directors
Independent directors believe that: on the premise of not affecting the normal production and operation of the company and not affecting the construction of investment projects and the use of raised funds, they agree that the company will conduct cash management on the temporarily idle raised funds of no more than 700 million yuan and its own funds of no more than 100 million yuan, and invest in investment products with high safety and good liquidity, which shall not be pledged. The term shall be within the above limit within 12 months from the date of approval by the board of directors, Funds can be used on a rolling basis. When implementing investment products, the chairman shall sign relevant contracts. The financial department is responsible for the organization and implementation of investment activities. If necessary, it can hire external personnel and entrust relevant professional institutions to study and demonstrate investment varieties, stop profits and losses, and put forward research reports. The company uses its own funds and some idle raised funds for cash management, which is conducive to improving the efficiency of fund use and cash management income, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, it is agreed that the company will use no more than 700 million yuan of raised funds and no more than 100 million yuan of its own funds for cash management.
(II) opinions of the board of supervisors
The board of supervisors believes that this cash management of the company is conducive to improving the use efficiency of funds and the income of cash management, does not affect the normal production and operation of the company and the normal construction of raised investment projects, nor does it change the investment direction of raised funds in a disguised manner and damage the interests of shareholders of the company. Therefore, it is agreed that the company will use no more than 700 million yuan of raised funds and no more than 100 million yuan of its own funds for cash management.
7、 Review procedures for implementation
On April 28, 2022, the 10th meeting of the ninth board of directors of the company deliberated and approved the proposal on cash management of some temporarily idle raised funds and self owned funds. The independent directors checked the above planned matters of cash management with idle raised funds and issued independent opinions with explicit consent; On the same day, the ninth meeting of the ninth board of supervisors of the company deliberated and adopted the proposal on cash management of some temporarily idle raised funds and self owned funds, and expressed explicit consent.
8、 Accumulated cash management amount of the company
As of the date of this announcement, the principal balance of the company’s cash management was 350 million yuan, of which 300 million yuan was raised funds; RMB 50 million is idle self owned funds.
It is hereby announced.
Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. board of directors April 30, 2002
