Securities code: Shanghai Weaver Network Co.Ltd(603039) securities abbreviation: St fanwei Announcement No.: 2022042 Shanghai Weaver Network Co.Ltd(603039)
Announcement on the wholly-owned subsidiary using some idle raised funds to purchase financial products, redeeming at maturity and continuing to purchase financial products
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 this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Entrusted financial management trustee: China Citic Bank Corporation Limited(601998) Shanghai Fengxian sub branch
Amount of entrusted financial management: 60 million yuan
Name of entrusted financial product: win win Zhixin exchange rate linked RMB structured deposit 09753
Period of entrusted financial management: May 21, 2022 - August 19, 2022
Review procedures for implementation
Shanghai Weaver Network Co.Ltd(603039) (hereinafter referred to as "the company") held the eighth meeting of the Fourth Board of directors and the eighth meeting of the Fourth Board of supervisors on August 4, 2021, and the second extraordinary general meeting of shareholders in 2021 on August 20, 2021, deliberated and adopted the proposal on wholly-owned subsidiaries using some idle raised funds to purchase financial products, The company plans to use the idle raised funds of no more than RMB 180 million (the amount can be used in rolling within the validity period) and choose to purchase Principal Guaranteed bank financial products (including but not limited to agreed deposits, structured deposits, smart deposits, investment products with Principal Guaranteed agreements, etc.). On the premise of ensuring the safety of the raised funds, it will not affect the main business operation and the daily capital turnover of the company. After deliberation and approval by the board of directors, the chairman is authorized to exercise the decision-making power and sign relevant contract documents or agreements, and the management of the company organizes relevant departments to implement it.
1、 The company's previous use of temporarily idle raised funds to purchase financial products due for redemption
On February 1, 2022, Shanghai fanwei Software Co., Ltd. (hereinafter referred to as "fanwei software"), a wholly-owned subsidiary of the company, purchased "win-win Zhixin exchange rate linked RMB structured deposit 08324" issued by China Citic Bank Corporation Limited(601998) (hereinafter referred to as " China Citic Bank Corporation Limited(601998) ") with temporarily idle raised funds. For details, see
The company is on the official website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed Shanghai Weaver Network Co.Ltd(603039) on wholly owned
Subsidiaries use some idle raised funds to purchase financial products, redeem at maturity and continue to purchase financial products
(Announcement No.: 2022004). Among the above financial products, the exchange rate of win-win Zhixin is linked to the RMB structure
The deposit 08324 has expired on May 5, 2022, and the principal of 60 million yuan has been recovered and will be released in May 2022
The financial management income received on May 5 was 512100 yuan.
Entrusted actual recipient name product type product name amount actual annualized income type starting date maturity amount (10000 yuan) rate of return type (10000 yuan)
China CITIC Bank Financial win-win Zhixin exchange rate linked breakeven floating
Bank product RMB structured deposit 6000 3.35% movable income 202202-01202205-05 51.2108324
2、 Overview of this entrusted financial management
(I) purpose of entrusted financial management
In order to further improve the use efficiency of funds and make rational use of idle raised funds, without affecting the daily operation of the company
Under the premise that the funds to be invested and used by the wholly-owned subsidiary are not more than those to be used by the wholly-owned subsidiary
Purchase of Principal Guaranteed bank financial products (including but not limited to)
Limited to agreement deposits, structured deposits, smart deposits, investment products with breakeven agreements, etc.), the amount is
It can be used on a rolling basis within the validity period to better maintain and increase the value of funds.
(II) source of funds
1. General information on the source of funds
The funds used by the company to invest in bank principal guaranteed financial products are the company's temporarily idle convertible corporate bonds
Securities to raise funds.
2. Basic information of raised funds
Approved by China Securities Regulatory Commission on Shanghai Weaver Network Co.Ltd(603039) disclosure
Approved by the reply to the issuance of convertible corporate bonds (zjxk [2020] No. 635), Shanghai Weaver Network Co.Ltd(603039) in 2020
On June 15, 2004, the convertible company with a face value of 100 yuan each and a total face value of 31 Shanghai Pudong Development Bank Co.Ltd(600000) 000 yuan was publicly issued
For bonds (hereinafter referred to as "the issuance of convertible bonds"), 447169811 yuan (excluding recommendation and underwriting expenses) will be deducted
Including tax), as well as accountant fees, lawyer fees, credit rating fees, issuance handling fees and fees for this issuance
After the total information disclosure fee is 126363948 yuan (excluding tax), the actual net amount of funds raised is RMB 3
Ten million two hundred and sixty-four thousand six hundred and sixty-two yuan and forty-one cents (¥ 31026466241). The above funds were in place on June 19, 2020, and were verified by Tianjian Certified Public Accountants (special general partnership) and issued the capital verification report (tjy [2020] No. 6-41).
The implementation subject of the fund-raising project is Shanghai fanwei Software Co., Ltd., a wholly-owned subsidiary of the company. According to the purpose of the raised funds determined in the prospectus for public issuance of convertible bonds, the company plans to increase the capital of Pan micro software with the raised funds of 31026466241 yuan, that is, transfer 31026466241 yuan from the special account for raised funds of the company to the special account for raised funds of Pan micro software, of which 50 million yuan is included in the registered capital and 26026466241 yuan is included in the capital reserve.
After the capital increase, the registered capital of Pan micro software increased from 50 million yuan to 100 million yuan, and it is still a wholly-owned subsidiary of the company.
In order to standardize the management of the company's raised funds and protect the rights and interests of investors, the company signed the four party supervision agreement on the storage of the special account for raised funds with its wholly-owned subsidiaries, sponsors and the opening bank of the special account for raised funds, opened a special account for raised funds and stored the raised funds in a special account.
As of March 31, 2022, the details of the investment projects funded by the above convertible corporate bonds are as follows:
Unit: 10000 yuan
Project name total investment proposed to use raised funds net raised funds balance of raised funds
number
1 pan micro collaborative management software 5064664316 Grandjoy Holdings Group Co.Ltd(000031) 026471473470
R & D and industrialization projects
Total 5064664316 Grandjoy Holdings Group Co.Ltd(000031) 026471473470
(III) basic information of entrusted financial products
Estimated entrusted amount or not (10000 estimated annual income, product income, component name, product type, product name, yuan) rate of return amount, term related name (10000 transaction yuan)
China CITIC Bank financial products win-win Zhixin exchange rate linked breakeven floating
RMB structured deposit of bank products 6000 1.60% - 3.40% - 90 day movable income no 09753
(IV) the company's internal control over risks related to entrusted financial management
In view of possible investment risks, the company formulates the following risk control measures:
1. The financial department of the company will timely analyze and track the investment direction of bank financial products and project progress. Once adverse factors are found or judged, corresponding preservation measures will be taken in time to control investment risks;
2. The Audit Department of the company is responsible for auditing and supervising the use and custody of low-risk investment and wealth management funds, comprehensively inspecting all investment projects of bank wealth management products at the end of each quarter, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the audit committee;
3. Independent directors and the board of supervisors have the right to supervise and inspect the purchase of financial products, and can hire professional institutions to audit when necessary.
The company's purchase of financial products was reviewed and approved at the 8th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors and the 2nd extraordinary general meeting of shareholders in 2021. The decision-making process and procedures comply with relevant laws and regulations, the articles of association and internal management regulations, the relevant internal control design of the company is reasonable and effective, the accounting treatment process of the company for bank financial products complies with relevant regulations, and there is no capital risk.
3、 Details of this entrusted financial management
(I) main terms of entrusted financial management contract and capital investment direction 1 China Citic Bank Corporation Limited(601998) entrusted financial management
Trustee China Citic Bank Corporation Limited(601998)
Product Name: win win Zhixin exchange rate linked RMB structured deposit product
Product type breakeven floating income, closed-end
Product risk rating PR1 ( China Citic Bank Corporation Limited(601998) internal evaluation)
Subscription amount: RMB 60 million
Product subscription period: May 19, 2022 to May 20, 2022
Product value date: May 21, 2022
Product expiration date: August 19, 2022
Rate Description: no subscription fee, no sales service fee and custody fee
The determination method of structural deposit interest rate is as follows: (determined according to the actual situation of each phase of products) (1) if, on the observation date of the linked subject, the ending price of the linked subject "euro / Sterling spot exchange rate" decreases by more than 3% relative to the opening price, the annualized yield of the product is the expected maximum yield of 340000% of the performance comparison benchmark;
(2) If, on the observation date of the contact object, the closing price of the "euro / pound spot exchange rate" of the contact object falls by less than or equal to 3% or is flat or rises by less than or equal to 15% relative to the opening price, the annualized yield of the product is the expected yield of 300000%; (3) If on the observation date of the contact subject, contact the "spot exchange rate of euro / Sterling" of the contact subject
The price at the end of the period increased by more than 15% compared with the price at the beginning of the period, and the annualized yield of the product was the expected minimum yield of 160000%.
This structured deposit product is a deposit embedded in financial derivatives, which enables investors to obtain corresponding income on the basis of bearing certain risks by linking it with the fluctuation of interest rate, the investment of entrusted wealth management funds into exchange rate, index and other financial market objects, or with the credit situation of an entity.
(II) risk control analysis
In view of possible investment risks, the company formulates the following risk control measures:
1. The financial department of the company will timely analyze and track the investment direction of bank financial products and project progress. Once adverse factors are found or judged, corresponding preservation measures will be taken in time to control investment risks;
2. The Audit Department of the company is responsible for the audit and supervision of the use and custody of low-risk investment and wealth management funds. At the end of each quarter, it shall conduct a comprehensive inspection on all investment projects of bank wealth management products, and reasonably predict the availability of various investments according to the principle of prudence
