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Securities code: 688819 Securities abbreviation: Tianneng shares Announcement number: 2025-003
Tianneng Battery Group Co., Ltd
Announcement on the use of part of the temporarily idle raised funds for cash management
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Tianneng Battery Group Co., Ltd. (hereinafter referred to as the "Company" or "Tianneng Shares")
The 21st meeting of the second session of the board of directors and the second session of the board of supervisors will be held on January 10, 2025
The 17th meeting deliberated and passed the "Proposal on Using Part of the Temporarily Idle Raised Funds for Cash Management", and agreed that the Company and its subsidiaries should use the temporarily idle raised funds with a maximum balance of no more than RMB 700 million (inclusive) for cash management under the condition of ensuring that the normal implementation of the fund-raising project and the safety of the raised funds are not affected, and are used to invest in investment products with high security and good liquidity (including but not limited to structured deposits, agreement deposits, time deposits, call deposits, large-amount certificates of deposit, etc.). The term of use is 12 months from the date of this Board of Directors' deliberation. Such investment products shall not be used for pledge, nor shall they be used for investment activities for the purpose of securities investment. Within the above quota and period, the funds can be used on a rolling basis.
The board of directors authorizes the chairman of the board of directors of the company to exercise the investment decision-making power and sign the relevant contract documents within the above-mentioned quota and time limit, and the specific matters shall be organized and implemented by the company's financial department.
In accordance with the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and the Articles of Association
The Board of Supervisors of the Company issued a clear agreement on this matter, and CITIC Securities Co., Ltd. (hereinafter referred to as the "Sponsor") issued a clear and unobjectionable verification opinion.
First, the basic situation of the funds raised
According to the "Reply on Agreeing to the Registration of the Initial Public Offering of Shares of Tianneng Battery Group Co., Ltd." issued by the China Securities Regulatory Commission (Zheng Jian Xu Xu [2020] No. 3173), it was agreed that the company would issue 116.6 million RMB ordinary shares (A shares) at an issue price of RMB 41.79 yuan per share, and the total amount of funds raised this time was 4872.714 million yuan, after deducting the issuance expenses of 142.9809 million yuan excluding tax. The actual net amount of funds raised was 4729.7331 million yuan. The above funds have all been in place, and Zhonghui Certified Public Accountants (Special General Partnership) has verified the funds in place for the company's public offering of new shares, and in 2021
On January 11, Zhonghui Huiyan [2021] No. 0026 "Capital Verification Report" was issued.
In order to standardize the management and use of raised funds and protect the rights and interests of investors, the company has carried out special account storage management of raised funds, and the company and its subsidiaries have signed the "Tripartite Supervision Agreement on the Storage of Special Accounts for Raised Funds", "Four-Party Supervision Agreement on the Storage of Special Accounts for Raised Funds" and "Five-Party Supervision Agreement on the Storage of Special Accounts for Raised Funds" with sponsors and commercial banks that deposit the raised funds, clarifying the rights, responsibilities and obligations of all parties, and setting up strict approval procedures for the use of raised funds to ensure that the special funds are used exclusively.
2. Use of raised funds
As of June 30, 2024, the investment and use of the company's raised funds are detailed in the company's disclosure
The "Special Report on the Deposit and Actual Use of Raised Funds in the Half Year of 2024 of Tianneng Battery Group Co., Ltd." (Announcement) exposed on the website of the Shanghai Stock Exchange (www.sse.com.cn).
No. 2024-046). Due to the need for a certain period of construction of the raised funds investment project, according to the construction progress of the raised funds investment project, the raised funds are idle in the short term at this stage.
3. The basic situation of using temporarily idle raised funds for cash management
(1) Investment purpose
In order to improve the efficiency of the use of raised funds, rationally use the temporarily idle raised funds, and increase the company's income and obtain more returns for the company and shareholders without affecting the normal implementation of the fund-raising project and the safety of the raised funds.
(2) Varieties of investment products
The Company and its subsidiaries will strictly control risks in accordance with relevant regulations, and intend to use part of the temporarily idle raised funds to invest in investment products with high security and good liquidity (including but not limited to structured deposits, agreement deposits, time deposits, call deposits, large-amount certificates of deposit, etc.). Such investment products shall not be used for pledge, nor shall they be used for investment activities for the purpose of securities investment.
(3) Investment amount and term
On the premise of ensuring that the normal implementation of the fundraising project and the safety of the raised funds are not affected, the Company and its subsidiaries intend to use the temporarily idle raised funds with a maximum balance of no more than RMB 700 million (inclusive) for cash management, and invest in investment products with high security and good liquidity (including but not limited to structured deposits, agreement deposits, time deposits, call deposits, large-amount certificates of deposit, etc.), which are valid for 12 months from the date of deliberation and approval by the Board of Directors. Such investment products shall not be used for pledge, nor shall they be used for investment activities for the purpose of securities investment. Within the above quota and period, the funds can be used on a rolling basis.
(4) The validity period of the resolution
Valid for 12 months from the date of this Board's deliberation.
(5) Methods of implementation
The board of directors authorizes the chairman of the board of directors of the company to exercise the investment decision-making power and sign relevant contract documents within the above-mentioned quota and time limit, including but not limited to selecting high-quality cooperative banks, clarifying the amount and period of cash management, selecting cash management product varieties, and signing contracts and agreements. The company's financial department is responsible for organizing and implementing specific matters.
(6) Information disclosure
In accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange, the company will fulfill its information disclosure obligations in a timely manner and will not change the use of raised funds in disguise.
(7) Distribution of cash management proceeds
The proceeds from the use of part of the temporarily idle raised funds for cash management shall be owned by the company and its subsidiaries, and shall be preferentially used to make up for the insufficient investment amount of the fund-raising project, and shall be managed and used in strict accordance with the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the regulatory measures for raised funds, and the cash management of the raised funds will be returned to the special account for raised funds after the expiration of cash management.
Fourth, the impact on the company's daily operations
The company and its subsidiaries plan to use part of the temporarily idle raised funds for cash management is implemented on the premise of ensuring that the normal implementation of the fund-raising project and the safety of the raised funds will not be affected, and will not affect the normal turnover needs of the company's daily funds and the normal operation of the fund-raising projects, nor will it affect the normal development of the company's main business.
At the same time, timely cash management of temporarily idle raised funds is conducive to improving the efficiency of capital use, increasing the company's income, further improving the company's overall performance level, and obtaining more returns for the company and shareholders.
5. Investment risks and risk control measures
(1) Investment risk
Although the company and its subsidiaries choose investment products with high security and good liquidity, the financial market is greatly affected by the macroeconomy, and the company and its subsidiaries will intervene in a timely and appropriate amount according to the economic situation and changes in the financial market, but it is not excluded that the investment will be affected by market fluctuations.
(2) Risk control measures
1. The company and its subsidiaries will handle the cash management of raised funds in strict accordance with the relevant laws and regulations, normative documents and relevant provisions of the company's "Measures for the Management and Management of Raised Funds" in accordance with the "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies" and "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation".
2. The company and its subsidiaries shall establish and improve the approval and implementation procedures for the investment of cash management products in accordance with the principle of separation of decision-making, execution and supervision functions, ensure the standardized operation of cash management matters, and timely analyze and track the investment direction and progress of investment products.
3. The independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and may hire professional institutions to conduct audits when necessary.
6. Relevant review procedures
On January 10, 2025, the company held the 21st meeting of the second board of directors
The 17th meeting of the Board of Supervisors deliberated and approved the "Proposal on Using Part of the Temporarily Idle Raised Funds for Cash Management", and agreed that the Company and its subsidiaries should use the maximum balance of no more than RMB 700 million (inclusive) under the condition of ensuring that the normal implementation of the fundraising project and the safety of the raised funds are not affected
number) of the temporarily idle raised funds for cash management. The Supervisory Board of the Company expressed its unequivocal agreement on this matter.
7. Explanation of special opinions
(1) Opinions of the Board of Supervisors
The Board of Supervisors deliberated and believed that under the premise of ensuring that the normal implementation of the fund-raising project and the safety of the raised funds were not affected, the company and its subsidiaries should use part of the temporarily idle raised funds for cash management and invest in investment products with high security and good liquidity, which is conducive to improving the efficiency of the use of raised funds, increasing the company's income, and obtaining more returns for the company and its shareholders. The use of part of the temporarily idle raised funds for cash management has fulfilled the necessary review procedures, and complies with the relevant laws and regulations, normative documents and the relevant provisions of the company's "Measures for the Management and Management of Raised Funds of Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies" and "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation". There is no disguised change in the investment direction of the raised funds and damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. In summary, the Board of Supervisors agreed that the Company and its subsidiaries should use part of the temporarily idle raised funds for cash management.
(2) The verification opinions of the sponsor institution
After verification, the sponsor believes that Tianneng shares have been deliberated and approved by the board of directors and the board of supervisors of the company for cash management using part of the temporarily idle raised funds, and the necessary legal procedures have been performed, in line with the "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies", "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and the company's "Fundraising".
Measures for the Administration of Fund Raising and other relevant provisions. Tianneng shares in the case of not affecting the normal progress of the raised funds investment projects, not affecting the normal production and operation and ensuring the safety of funds, part of the idle raised funds for cash management, is conducive to improving the efficiency of the use of funds.
To sum up, the sponsor has no objection to Tianneng Shares' use of part of the temporarily idle raised funds for cash management.
8. Attachments to online announcements
"CITIC Securities Co., Ltd. on the use of part of the temporarily idle raised funds by Tianneng Battery Group Co., Ltd. for cash management".
The announcement is hereby made.
Board of Directors of Tianneng Battery Group Co., Ltd
January 10, 2025
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