Securities code: 603828 securities abbreviation: Suzhou Kelida Building & Decoration Co.Ltd(603828) Announcement No.: 2022-008 Suzhou Kelida Building & Decoration Co.Ltd(603828)
Announcement on using some idle raised funds for entrusted financial management
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: banks and other financial institutions with legal business qualification
● amount of entrusted financial management: the raised funds shall not exceed 20 million yuan, and the funds within the above limit can be recycled for investment and rolling use.
● entrusted financial investment type: Principal Guaranteed low-risk financial products with high security and good liquidity
● term of entrusted financial management: valid within one year from the date of deliberation and approval at the 25th meeting of the Fourth Board of directors of the company
● review procedures performed: the proposal has been reviewed and approved at the 25th meeting of the Fourth Board of directors of the company. The proposal belongs to the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders of the company for review.
1、 Overview of 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, on the premise of not affecting the company's daily operation and ensuring the construction and use of the company's investment projects with raised funds, the company plans to use some idle raised funds not exceeding RMB 20 million to purchase bank principal guaranteed financial products, so as to better maintain and increase the value of the company's funds.
(II) fund source: temporarily idle raised funds
Approved by the reply on approving Suzhou Kelida Building & Decoration Co.Ltd(603828) non-public development of shares (zjxk [2020] No. 2583) of China Securities Regulatory Commission, Suzhou Kelida Building & Decoration Co.Ltd(603828) Decoration Co., Ltd. (hereinafter referred to as "the company") issued 48379625 A shares by non-public offering, with an issue price of 4.32 yuan per share and a total raised capital of 208999800 yuan, After deducting the relevant issuance expenses of RMB 6.338094 million (excluding tax), the net amount of funds actually raised was RMB 202.661886 million. On December 21, 2020, Rongcheng Certified Public Accountants (special general partnership) verified the receipt of the above raised funds and issued the capital verification report (Rongcheng Yan Zi [2021] No. 361z0004). All the above-mentioned raised funds have been in place, and the company has adopted special account storage management for the raised funds.
The specific arrangements for the investment projects raised by the non-public offering of shares are as follows:
Unit: RMB 10000
The plan is to be used. After adjustment, the number of projects to be invested, project name and total investment of the project
Amount of funds raised
Suzhou keyidi smart home Co., Ltd
1 42000.0000 19270.0000 11846.1886 assembled decoration system and smart home project
Phase II of the historical core area of the first ring road in Xichang City
2 77797.8900 8420.0000 8420.0000 and urban lighting project phase II PPP project
Total 119797.8900 27690.0000 20266.1886
(III) the company's internal control over risks related to entrusted financial management
The internal risk control of the company's use of idle raised funds to purchase financial products is as follows:
1. Within the limit, the board of directors of the company authorizes the chairman to exercise the investment decision-making power and sign relevant contracts, including but not limited to: selecting a qualified professional financial institution as the trustee, specifying the amount and period of entrusted financial management, selecting the variety of entrusted financial management products, signing contracts and agreements, etc.
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, and reasonably predicting the possible gains and losses of various investments according to the principle of prudence.
3. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of the above idle raised funds, and can hire professional institutions to audit when necessary.
4. The Finance Department of the company must establish an account to manage short-term financial products, establish and improve accounting accounts, and do a good job in accounting the use of funds.
5. The company will perform the obligation of information disclosure on the purchase of financial products in accordance with the relevant provisions of Shanghai Stock Exchange.
2、 Details of entrusted financial management in this year
(I) investment direction of entrusted financial management funds
In order to control risks, the company uses idle raised funds to invest in principal guaranteed financial products with high security and good liquidity, which are not used for securities investment, and does not buy high-risk financial products with stocks, derivatives and unsecured bonds as investment targets.
It meets the requirements of high safety and good liquidity, does not affect the normal turnover needs of the company's daily funds, does not affect the normal development of the company's main business, and does not change the purpose of the raised funds in disguise.
(II) amount and term of purchasing financial products
The company plans to use some idle raised funds of no more than RMB 20 million to invest in bank principal guaranteed financial products in a timely manner. Within the above limit, the funds can be used on a rolling basis within one year, and the chairman is authorized to handle and implement them within the limit.
(III) risk control analysis
The company puts risk control in the first place, strictly controls the investment of financial products and makes prudent decisions. The products to be selected by the company in this year are principal guaranteed bank financial products with low risk level, high safety and less impact on expected income by risk factors, which meet the requirements of internal capital management of the company. During the financial management period, the Finance Department of the company will keep close contact with the bank, track the operation of funds, strengthen risk control and supervision, and ensure the safety of funds.
3、 Information of entrusted financial management trustee
The entrusted financial management trustee of the company is a financial institution with legal business qualification. It is expected that there is no relationship between the trustee and the company, the controlling shareholder of the company, the person acting in concert and the actual controller. If there is a connected relationship, the company will handle it in strict accordance with the relevant provisions of connected transactions.
The board of directors of the company will conduct necessary due diligence on the basic information, credit status and transaction performance ability of the trustee, fund user and other transaction parties.
4、 Impact on the company
(I) the main financial information of the company in the latest year and the next period is as follows:
Unit: Yuan
Subject: December 31, 2020 September 30, 2021
Total assets 5272150850.23 5081663900.75
Total liabilities 3645583010.66 3381805500.46
Net assets 1626567839.57 1699858400.29
2020 January September 2021
Net cash flow from operating activities -202395162.89 -251534693.84
Note: the financial data from January to September 2021 are unaudited.
(II) the company uses some idle raised funds to invest in short-term Principal Guaranteed bank financial products with high safety and good liquidity, which is implemented on the premise of ensuring that the investment plan of raised funds will not be affected, will not affect the normal turnover needs of the company's project construction of raised funds, and there is no behavior of changing the purpose of raised funds.
(III) moderate low-risk short-term financial management can improve the efficiency of capital use, obtain certain investment benefits and seek more investment returns for the company's shareholders.
5、 Risk tips
Although the products the company intends to buy this time belong to Principal Guaranteed low-risk products, the financial market is greatly affected by the macro-economy. It is not excluded that the investment is affected by income risk, interest rate risk, liquidity risk, policy risk, information transmission risk, force majeure risk and other risks, so please pay attention to the investment risk.
6、 Implementation of decision-making procedures and opinions of the board of supervisors, independent directors and recommendation institutions
(I) opinions of the board of directors
At the 25th meeting of the 4th board of directors held on January 21, 2022, the company deliberated and adopted the proposal on using some idle raised funds for entrusted financial management. This matter does not constitute a connected transaction and does not need to be submitted to the general meeting of shareholders for deliberation.
(II) opinions of the board of supervisors
It is agreed that the company will not affect the construction of non-public fund-raising projects and the use of raised funds, and the use limit will not exceed RMB 20 million. The idle raised funds will be invested in bank principal guaranteed financial products in time. Within the above limit, the funds can be rolled over within one year, and the chairman is authorized to be responsible for the implementation within the limit.
(III) opinions of independent directors
On the premise of ensuring the safety of funds, the company uses no more than 20 million yuan of idle raised funds to invest in financial products with high safety, good liquidity and guaranteed principal, which is conducive to improving the cash management income of idle raised funds. It does not conflict with the implementation plan of raised funds investment projects and does not affect the normal progress of raised funds projects, There is no case of changing the investment direction of the raised funds in a disguised form, nor does it damage the interests of the company's shareholders, especially the interests of minority shareholders. Comply with the company law of the people's Republic of China, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and other laws, administrative regulations, departmental rules, normative documents, the articles of association, the measures for the administration of raised funds by listed companies, etc. It is agreed that the company shall use the idle raised funds of no more than RMB 20 million to invest in bank principal guaranteed financial products in a timely manner.
(IV) opinions of the recommendation institution
On the premise of ensuring the normal construction of the company's fund-raising projects, not changing the purpose of the fund-raising, and effectively controlling the investment risk of the fund-raising, it is in the interests of the company and all shareholders to invest in principal guaranteed financial products with some idle fund-raising funds not exceeding RMB 20 million. Suzhou Kelida Building & Decoration Co.Ltd(603828) the proposal of using some idle raised funds for entrusted financial management has been adopted at the 25th meeting of the Fourth Board of directors and the 16th meeting of the Fourth Board of supervisors. The board of supervisors and independent directors have expressed clear consent, and the decision-making process of this matter is legal and compliant. Therefore, China Industrial Securities Co.Ltd(601377) has no objection to Suzhou Kelida Building & Decoration Co.Ltd(603828) entrusted financial management with some idle raised funds.
7、 Documents for future reference
1. Resolutions of the 25th meeting of the 4th board of directors of the company;
2. Resolutions of the 16th meeting of the 4th board of supervisors of the company;
3. Independent opinions of independent directors of the company on relevant proposals of the 25th meeting of the Fourth Board of directors; 4. China Industrial Securities Co.Ltd(601377) verification opinions on Suzhou Kelida Building & Decoration Co.Ltd(603828) using some idle raised funds for investment and financial management.
It is hereby announced.
Board of directors January 24, 2002
