rickandmortymegaways| Provide employees with loans and receive supervision letters from Tianrui Instruments within 12 months after using the overraised funds for permanent replenishment

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Every reporter Cheng Ya, every editor Dong Xingsheng

On the evening of May 7th, Tianrui Instruments (SZ300165) (share price 3Rickandmortymegaways.79 yuan with a market capitalization of 18Rickandmortymegaways7.8 billion yuan) disclosure, receipt of the exchangeRickandmortymegawaysIt's a regulatory letter.

According to the regulatory letter, Tianrui Instruments provided loans for employees to buy houses and cars within 12 months after the use of over-raised funds to permanently replenish liquidity.

Providing loans for employees to buy houses and cars leads to violations

In April 2017 and April 2018, after being examined and approved by the board of directors, Tianrui Instruments used 50 million yuan and 70 million yuan of super-raised funds to permanently replenish working capital.

However, since December 2017, Tianrui Instruments has provided loans for employees to purchase houses and cars, which constitutes financial assistance to the outside world, which violates the above-mentioned behavior.RickandmortymegawaysIt is stipulated that financial assistance shall not be provided to the outside within 12 months after the over-raised funds permanently replenish the working capital.

With regard to the financial support for the company's use of over-raised funds to permanently replenish the working capital for 12 months, Tianrui Instruments failed to fulfill the board review procedures and information disclosure obligations in a timely manner. It was not until November 10, 2023 that the board review procedure and information disclosure obligations were supplemented.

The above actions violated the relevant regulations, and the gem Company Management Department of the Shenzhen Stock Exchange reminded Tianrui Instruments that listed companies must comply with national laws and regulations, the gem Stock listing rules of the Stock Exchange and relevant regulations, conscientiously and promptly fulfill the obligation of information disclosure. All members of the board of directors of a listed company must ensure that the contents of the information disclosure are true, accurate and complete, that there are no false records, misleading statements or major omissions, and bear individual and joint liability for their guarantees.

On November 10, 2023, Tianrui Instruments disclosed that the general manager's office of the company reviewed and approved the "measures for the Management of loans for employees to purchase Housing and cars" in December 2017, providing subsidies for employees who meet the application requirements to purchase houses and cars within a limited amount.

As of the disclosure date, Tianrui Instruments has provided subsidies for purchasing houses and cars to employees who are eligible for loans at zero interest rate, with a total balance of 2.443 million yuan.

At the same time, Tianrui Instruments also convened an interim board of directors and a board of supervisors to examine and approve the "measures for the Administration of loans for employees to purchase Housing and cars" and to confirm the provision of financial assistance for employees to purchase houses and cars.

The board of directors and the board of supervisors believe that the company provides loans for employees to purchase houses and cars without affecting normal operation and capital turnover, which is conducive to improving the employee incentive mechanism and stabilizing the company's talent team. At the same time, it makes clear the application and implementation management of employees' loans, taking full account of the employees' performance ability and other factors, and the risk can be controlled.

Twice announced the use of over-raised funds to replenish liquidity

The data show that Tianrui's main business includes analytical and testing instruments, environmental monitoring instruments and ecological management, in vitro diagnostic reagents and instruments, third-party inspection and testing services, and so on.

In 2011, Tianrui Instruments made an initial public offering of 18.5 million RMB common shares (A shares) at an issue price of 65 yuan per share and raised a total of 1.2025 billion yuan. After deducting 94.8082 million yuan from various issuance expenses, the company raised a net fund of 1.108 billion yuan and over-raised funds totaled 834 million yuan.

As of April 2017, the balance of over-raised funds of Tianrui Instruments was 410 million yuan (including interest income), the outstanding investment in mergers and acquisitions was 356 million yuan, and the available over-raised funds was 54.557 million yuan (including interest income).

The company will permanently replenish the working capital with part of the excess funds for the expansion of production of products related to the company's main business and the market expansion of new business. It is planned to use 50 million yuan of over-raised funds to permanently supplement the working capital needed for daily operation, with a balance of 4.557 million yuan (including interest income).

In April 2018, Tianrui Instruments once again announced that some of the over-raised funds would be used to replenish liquidity. Up to that time, the balance of over-raised funds of Tianrui Instruments was 306 million yuan (including interest income), the outstanding investment in mergers and acquisitions was 226 million yuan, and the available over-raised funds was 79.2438 million yuan (including interest income).

The company plans to use 70 million yuan of over-raised funds to permanently supplement the liquidity needed for daily operation, with a balance of 9.2438 million yuan (including interest income).

Tianrui Instruments said at that time that with the company's continuous R & D investment for many years, new products were gradually put into the market. In order to ensure the timely supply of products, ensure the procurement of raw materials and avoid raw material price fluctuations, appropriately increase raw material reserves, timely payment to improve bargaining power, and further control procurement costs. In order to ensure the smooth implementation of the company's business strategy, the company plans to use 70 million yuan of super-raised funds to permanently supplement the liquidity needed for daily operations.

Source: visual China-VCG41129310645