Securities code: 688011 Securities abbreviation: Shin Kong Optoelectronics Announcement number: 2019-001
Harbin Shin Kong Optoelectronics Technology Co., Ltd.
Announcement on the use of part of temporarily idle raised funds for cash management
The company's board of directors and all directors guarantee this announcement The content does not contain any false records, misleading statements or major omissions, and we shall bear legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
On August 21, 2019, Harbin Shin Kong Optoelectronics Technology Co., Ltd. (hereinafter referred to as " Shin Kong Optoelectronics " or the "Company") held the ninth meeting of the first board of directors and the fourth meeting of the first board of supervisors, which were reviewed and approved. The "Proposal on the Use of Part of Temporarily Idle Raised Funds for Cash Management" was approved, and the company agreed to use part of the temporarily idle raised funds with a limit of no more than RMB 784 million (including the original amount) to ensure that it does not affect the progress of investment projects with raised funds and does not affect the company's normal Cash management is carried out under the condition of production and operation and ensuring the safety of funds, and is used to invest in investment products with high security, good liquidity and capital guarantee agreement (including agreement deposits, structured deposits, time deposits, certificates of deposit , banks Capital-guaranteed financial products), within the above-mentioned limit range, the funds can be used on a rolling basis, and the use period shall not exceed 12 months from the date of review and approval by the company’s shareholders’ meeting. The general meeting of shareholders authorizes the chairman to exercise decision-making power and sign relevant legal documents within the validity period of the above quotas and resolutions. The chief financial officer is responsible for organizing and implementing the specific matters, and the finance department is responsible for the operation. The independent directors issued clear and agreed independent opinions, and the sponsor CITIC Securities Co., Ltd. issued a clear verification opinion on this matter.
1. Basic information on the funds raised
According to the "Concerning Agreement with Harbin Shin Kong Optoelectronics" issued by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") on July 1, 2019 (CSRC License [2019] No. 1172) "Reply for Registration of Initial Public Offering of Stocks of Technology Co., Ltd.", the company was approved to publicly issue 25,000,000 RMB ordinary shares to the public, with an issuance price of RMB 38.09 per share, and a total raised capital of RMB 952,250,000, after deducting underwriting and sponsorship fees. After the issuance-related expenses totaled RMB 87.0416 million, the net amount of funds raised was RMB 865.2084 million. The above funds have all been in place and have been verified by ShineWing Accounting Firm (Special General Partnership) and issued "XYZH/2019BJGX0462" Capital Verification Report" confirming that all funds raised have been received.
company has adopted a special account storage system for the raised funds and established a special account for the relevant raised funds. After the raised funds arrive, they have all been deposited in a special account for raised funds opened with the approval of the company's board of directors. The company signed a "Tripartite Supervision Agreement for the Special Account Deposit of Raised Funds" with the sponsor institution and the commercial bank where the raised funds are deposited.
2. Relevant situations related to the use of part of the temporarily idle raised funds for cash management
(1) Investment purpose
In order to improve the efficiency of the use of raised funds, without affecting the construction and use of investment projects with raised funds and the safety of raised funds, Reasonably use part of the idle raised funds for cash management to increase the company's income and obtain more returns for the company and shareholders.
(2) Variety of investment products
The company will strictly control risks in accordance with relevant regulations, and plans to use part of the temporarily idle raised funds to purchase investment products with high security, good liquidity, and the issuer has a capital guarantee agreement (including agreement deposits and structured deposits , time deposits, certificates of deposit, bank principal-guaranteed financial products), and such investment products shall not be used for pledge, and shall not be used for investment activities for the purpose of securities investment. Based on the use of raised funds,
company will conduct cash management of part of the temporarily idle raised funds according to different periods such as flexible period, within 6 months, 6-12 months, etc. The longest period shall not exceed 12 months.
(3) The resolution is valid for 12 months from the date of review and approval by the company's shareholders' meeting.
(4) Investment Amount and Period
Company plans to use part of the temporarily idle raised funds not exceeding RMB 784 million (including this amount) for cash management. Within the above quota and period, the funds can be used on a rolling basis.
(5) Information Disclosure
The company will perform its information disclosure obligations in a timely manner in accordance with the relevant regulations of the Shanghai Stock Exchange and will not change the use of raised funds in any disguised manner.
(6) Distribution of cash management income
The income obtained by the company using part of the temporarily idle raised funds for cash management will be used first to make up for the insufficient investment amount of the raised funds investment projects and the working capital required for the company's daily operations, and in strict accordance with It shall be managed and used in accordance with the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange on regulatory measures for raising funds.
3. This plan to use part of the temporarily idle raised funds for cash management
This time it is planned to use part of the temporarily idle raised funds not exceeding RMB 784 million (including this amount) for cash management. The first phase plan is as follows:
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Note: Since it needs to be reviewed and approved by the shareholders’ meeting before implementation, the expected annualized rate of return may change at that time.
company has no relationship with the above-mentioned trustee.
The company will comply with the "Regulatory Guidelines for Listed Companies No. 2 - Supervisory Requirements for the Management and Use of Funds Raised by Listed Companies", the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules (revised in April 2019)", the "Shanghai Stock Exchange The Measures for the Management of Funds Raised by Listed Companies (Revised in 2013)" and other relevant requirements require the disclosure of cash management.
IV. Impact on the company's daily operations
The company's plan to use part of the temporarily idle raised funds for cash management is carried out on the premise of ensuring that the company's raised funds are needed for investment projects and ensuring the safety of the raised funds, and will not affect the company's daily operations. The normal turnover of funds and the normal operation of fund-raising projects will not affect the normal development of the company's main business. At the same time, timely cash management of temporarily idle raised funds can obtain certain investment returns, which is conducive to further improving the company's overall performance level and obtaining better investment returns for the company and shareholders.
5. Investment risks and risk control measures
(1) Investment risks
Although the company chooses low-risk investment cash management products, the financial market is greatly affected by the macroeconomics. The company will make timely adjustments based on the economic situation and changes in the financial market. Appropriate amount of intervention, but it does not rule out that the investment will be affected by market fluctuations.
(2) Risk control measures
1. The company’s general meeting of shareholders authorizes the chairman to exercise investment decision-making power and sign relevant contract documents and other matters. The chief financial officer is responsible for organizing and implementing the specific matters. The finance department is responsible for operating and timely analyzing and tracking the investment direction of cash management products. , project progress, once any adverse factors are discovered or judged, corresponding preservation measures must be taken in a timely manner to control investment risks.
2. The company's internal audit department is responsible for reviewing the approval status of cash management, actual operations, fund usage, profit and loss, etc., supervising the finance department to conduct accounting processing in a timely manner, and verifying the accounting processing status. Conduct a comprehensive inspection of all cash management product investment projects at the end of each quarter, and based on the principle of prudence, reasonably predict the possible gains and losses from each investment and report to the Audit Committee.
3. The independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to conduct audits when necessary.
4. The company must strictly comply with the "Regulatory Guidelines for Listed Companies No. 2—Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies", the "Measures for the Management of Funds Raised by Listed Companies of the Shanghai Stock Exchange (Revised in 2013)" and the "Harbin Shin Kong Optoelectronics Technology Co., Ltd. raises funds management system" and other relevant regulations to handle relevant cash management business.
V. Explanation of special opinions
(1) Opinions of independent directors
According to the "Proposal on Using Part of Temporarily Idle Raised Funds for Cash Management", the company plans to use part of the temporarily idle raised funds not exceeding RMB 784 million (including this amount) this time. The funds are subject to cash management, and the content and review procedures are in compliance with the "Regulatory Guidelines for Listed Companies No. 2 - Supervisory Requirements for the Management and Use of Funds Raised by Listed Companies" and other relevant laws, regulations, rules and other normative documents and the "Harbin Shin Kong Optoelectronics Technology Co., Ltd." Limited Company’s Raised Funds Management System, and the company’s use of part of the temporarily idle raised funds for cash management does not conflict with the construction content of the raised funds investment projects, does not affect the normal implementation of the raised funds investment projects, and does not change the raised funds in any disguised manner. The direction of capital investment and the harm to the interests of the company's shareholders, especially the interests of small and medium-sized shareholders, are in line with the needs of the company's development interests, and are conducive to improving the company's capital use efficiency and obtaining good capital returns.
In summary, we agree with the company’s “Proposal on Using Part of Temporarily Idle Raised Funds for Cash Management”.
(2) Opinions of the Supervisory Board
agrees that the company will use part of the temporarily idle raised funds not exceeding RMB 784 million (including this amount) for cash management. The funds can be used on a rolling basis and the period of use shall not exceed 12 months from the date of review and approval by the company’s shareholders’ meeting. moon. The
shareholders' meeting authorizes the chairman to exercise decision-making power and sign relevant legal documents within the validity period of the above quotas and resolutions. The chief financial officer is responsible for organizing and implementing the specific matters, and the finance department is responsible for the operation.
(3) Verification opinions of the sponsor agency
The sponsor agency CITIC Construction Investment believes that:
1. The company has formulated an internal control system for fund management, storage and use of raised funds in accordance with relevant laws and regulations. The company implements special account storage management for raised funds. And signed the "Tripartite Supervision Agreement for Special Account Storage of Raised Funds".
2. The company’s use of part of the temporarily idle raised funds for cash management has been reviewed and approved by the company’s board of directors. The independent directors and the board of supervisors have expressed clear consent. It still needs to be reviewed and approved by the company’s shareholders’ meeting, and the necessary legal procedures have been fulfilled. Comply with relevant laws, regulations and exchange rules.
3. This use of part of the temporarily idle raised funds for cash management will not affect the normal progress of the company's investment plan of raised funds, nor will it affect the investment of raised funds in project construction. It can also improve the efficiency of fund use, which is in the interests of the company and all shareholders.
CITIC Construction Investment agrees that the company will use part of the temporarily idle raised funds not exceeding RMB 784 million (including this amount) for cash management without affecting the project construction and use of raised funds. The validity period is from the listed company's 2019 It shall not exceed 12 months from the date of deliberation and approval at the third extraordinary general meeting of shareholders.
VI. Online announcement documents
(1) Harbin Xinguang Optoelectronics Technology Co., Ltd.’s independent opinions on matters related to the ninth meeting of the first board of directors;
(2) CITIC Securities Co., Ltd. About Verification opinions on the use of part of the temporarily idle raised funds for cash management by Harbin Shin Kong Optoelectronics Technology Co., Ltd.
hereby announces.
Harbin Shin Kong Optoelectronics Technology Co., Ltd. Board of Directors
August 22, 2019
