Securities code: 002909 securities abbreviation: Guangzhou Jointas Chemical Co.Ltd(002909) Announcement No.: 2022-006 Guangzhou Jointas Chemical Co.Ltd(002909)
Announcement on continuing to use 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.
Guangzhou Jointas Chemical Co.Ltd(002909) (hereinafter referred to as “the company” and ” Guangzhou Jointas Chemical Co.Ltd(002909) “) held the 24th Meeting of the second board of directors and the 17th meeting of the second board of supervisors on January 14, 2021, deliberated and adopted the proposal on using some idle raised funds for cash management, and agreed that the company should use no more than 22 million yuan of temporarily idle raised funds for cash management, It is used for principal guaranteed investment with high investment security, good liquidity and a term of no more than 12 months.
As the above authorization to use some idle raised funds for cash management is about to expire, in order to improve the use efficiency of raised funds and further increase the company’s income, the company held the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors on January 13, 2022, The proposal on continuing to use part of the idle raised funds for cash management was reviewed and passed, and it was agreed that the company would continue to use the idle raised funds of no more than RMB 166 million for cash management according to the investment plan and construction progress of the projects invested by the raised funds, without affecting the use of the raised funds and ensuring the safety of the funds The principal guaranteed investment varieties with good liquidity and a term of no more than 12 months shall be used in a circular and rolling manner within 12 months from the date of deliberation and approval by the board of directors. The relevant matters are hereby announced as follows:
1、 Basic information of raised funds
Approved by the reply on approving Guangzhou Jointas Chemical Co.Ltd(002909) non-public development shares (zjxk [2020] No. 2581) of China Securities Regulatory Commission, the company has privately issued 32715375 new shares to specific investors in December 2020, the issue price is 9.17 yuan / share, the total amount of raised funds is 29999988.75 yuan, and the total amount of net raised funds actually received is 28099988.75 yuan. After deducting 22625203.18 yuan of various issuance expenses, the net amount of actually raised funds is 277374785.57 yuan. The above raised funds have been received on December 24, 2020, verified by Tianzhi International Certified Public Accountants (special general partnership) and issued a capital verification report (tzyz [2020] No. 42229). The company has adopted a special account for the raised funds, and signed the tripartite supervision agreement on raised funds and the Quartet supervision agreement on raised funds with the special account bank, the recommendation institution and the subsidiary of the implementation subject.
According to the company’s plan for non-public development of A-Shares in 2020 (Second Revision), the company will use the funds raised from this non-public offering of shares for the following projects:
Unit: 10000 yuan
Raised funds allocation serial number project name total estimated investment of implementing entity
quota
Annual output of 80000 tons and modified neutral silicone sealant
1 Guangzhou Jointas Chemical Co.Ltd(002909) 29054.79 20387.48 30000 ton silicone sealant project
The annual output of two-component silicone rubber is 15000 tons and ethylene
2 Conghua Zhaoshun 7359.16 7350.00 base silicone oil 8000 ton project
Total 36413.95 27737.48
2、 Use of raised funds and idle reasons
As of January 12, 2022, the company and its subsidiaries had used 104.3008 million yuan of raised funds, and the balance of the special account for raised funds was 174.3649 million yuan. The use of raised funds is as follows:
Unit: 10000 yuan
No. of balance of raised funds item name of raised funds distribution amount of raised funds used (including the net amount of interest income minus bank handling charges)
Annual output of neutral silicone sealant
80000 tons and 30000 tons of modified silicone sealing 20387.48 3760.84 16748.91 glue
Annual output of two-component silicone rubber 15000
2 tons and 8000 tons of vinyl silicone oil 7350.00 6669.24 687.58 mesh
Total 27737.48 10430.08 17436.49
As the construction of the project with an annual output of 80000 tons of neutral silicone sealant and 30000 tons of modified silicone sealant needs a certain period, according to the construction progress of the project, the raised funds are temporarily idle in the short term at this stage.
3、 Previous use of some idle raised funds for cash management
As of January 12, 2022, the company used some idle raised funds for cash management, and RMB 165.4891 million of unexpired entrusted financial products was included in the recycling limit.
4、 Basic information of cash management by continuing to use some idle raised funds this time
In order to improve the use efficiency of raised funds and further increase the company’s income, the company plans to continue to use some temporarily idle raised funds for cash management, as follows:
(I) purpose of cash management
Since the construction of the project invested by raised funds needs a certain period, according to the construction progress of the project invested by raised funds, some of the raised funds are idle in the short term. In order to improve the fund use efficiency of the company, some of the temporarily idle raised funds are reasonably used for cash management without affecting the construction of the project invested by raised funds, Obtain better return on investment for the company and shareholders.
(II) cash management limit
The company intends to continue to use the temporarily idle raised funds with an amount not exceeding RMB 166 million for cash management. The above amount can be recycled within the validity of the resolution. The company’s use of some idle raised funds for cash management will strictly comply with the relevant provisions of Shenzhen Stock Exchange on the management of raised funds of listed companies.
(III) types of cash management products
The company plans to invest in principal guaranteed financial products with high security, good liquidity and a term of no more than 12 months. The products to be invested by temporarily idle raised funds must meet the following conditions: 1. High safety and meet the capital preservation requirements; 2. Good liquidity, which shall not affect the normal operation of the investment plan of the raised funds; 3. Short term, no more than 12 months. The above products shall not be used for pledge, and the special product settlement account shall not be used for non raised funds or other purposes. If the special product settlement account is opened or cancelled, the company will timely submit it to Shenzhen stock exchange for filing and announcement.
(IV) cash management period
Effective within 12 months from the date of deliberation and approval by the board of directors of the company, the company and its subsidiaries can use the cash management limit on a rolling basis within the period.
(V) implementation mode
1. Authorize the management to exercise the decision-making power of specific operations within the limit and sign relevant contract documents, including but not limited to: selecting qualified issuers of financial products, clarifying financial amount, selecting financial product varieties, signing contracts, etc.
2. The financial department of the company is responsible for the specific organization and implementation, establishing the investment account, and arranging special personnel to analyze and track in time. If the evaluation finds that there are risk factors that may affect the safety of the company’s funds, corresponding measures will be taken in time to control the investment risk.
3. The above cash management products shall not be used for pledge.
(VI) income distribution mode
The income from cash management belongs to the company.
(VII) information disclosure
The company will timely disclose the progress of the company’s use of some idle raised funds for cash management in accordance with the stock listing rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws and regulations.
The company’s use of idle raised funds for cash management does not involve related party transactions. As of January 12, 2022, the cash management balance of the company’s raised funds was 165.4891 million yuan.
3、 Risks and control measures of cash management
(I) investment risk
1. Cash management products are mainly affected by changes in macro policies such as monetary policy, fiscal policy and relevant laws, regulations and policies, and there are certain systemic risks.
2. Operational risks of relevant staff.
(II) risk control measures
1. The company will strictly abide by the principle of prudent investment, strictly screen investment objects, and select financial products with high safety and good liquidity for investment.
2. The company will analyze and track the net value change of the product in real time. If the assessment finds that there are risk factors that may affect the company’s capital safety, the company will take corresponding measures in time to control the investment risk.
3. The internal audit department of the company is responsible for auditing and supervising the use and custody of funds of financial products, conducting comprehensive inspection on all financial products regularly, and reasonably predicting the possible gains and losses of various investments according to the principle of prudence.
4. The board of directors shall supervise the use of investment and financial management funds. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.
4、 Impact on the company’s investment projects with raised funds and daily operation
(I) the company uses some idle raised funds for cash management, which is implemented on the premise of ensuring that the investment plan of raised funds will not be affected, and will not affect the construction of the company’s investment projects with raised funds.
(II) the company makes rational use of some idle raised funds for cash management, improves the use efficiency of raised funds, increases the company’s cash management income, helps to reduce the company’s financial cost and safeguard the rights and interests of shareholders.
5、 Decision making procedures and relevant opinions
(I) deliberations of the board of directors
On January 13, 2022, the sixth meeting of the third board of directors of the company deliberated and approved the proposal on continuing to use part of the idle raised funds for cash management, and agreed that the company would use the temporarily idle raised funds with an amount not exceeding RMB 166 million for cash management.
(II) deliberations of the board of supervisors
On January 13, 2022, the fifth meeting of the third board of supervisors of the company deliberated and adopted the proposal on continuing to use some idle raised funds for cash management. The board of supervisors believes that the company’s use of some idle raised funds for cash management is implemented on the premise of ensuring that it does not affect the normal use of raised funds and effectively control risks, and does not affect the normal operation of the company’s raised investment projects. At the same time, improve the company’s capital use efficiency and obtain a better return on investment for the company and shareholders. There is no harm to the interests of the company and all shareholders. It is agreed that the company intends to use the temporarily idle raised funds of no more than RMB 166 million for cash management to invest in principal guaranteed investment varieties with high safety, good liquidity and a term of no more than 12 months.
(III) opinions of independent directors
The company uses the temporarily idle raised funds for cash management without affecting the normal progress of the investment plan of the raised funds, the safety of the funds and the normal production and operation of the company, which is conducive to improving the use efficiency of the funds, further increasing the company’s income and protecting the interests of the company’s shareholders. The company’s use of part of the raised funds for cash management this time complies with 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, the stock listing rules of Shenzhen Stock Exchange and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, It is in line with the interests of the company and all shareholders, and there is no case of changing the purpose of the raised funds in a disguised form, or damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree that the company shall use the temporarily idle raised funds of no more than RMB 166 million for cash management, and the service life shall not exceed 12 years from the date of deliberation and approval by the board of directors
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that Guangzhou Jointas Chemical Co.Ltd(002909) the continued use of some idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors, and the independent directors have expressed clear consent and fulfilled the necessary approval procedures; The company’s successor
