Securities code: 301046 securities abbreviation: Shanghai Nenghui Technology Co.Ltd(301046) Announcement No.: 2022-024 Shanghai Nenghui Technology Co.Ltd(301046)
Announcement on using idle self owned funds to purchase financial products
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as "the company") held the 23rd Meeting of the second board of directors and the 13th meeting of the second board of supervisors on February 24, 2022, deliberated and adopted the proposal on using idle self owned funds to purchase financial products respectively. In order to improve the use efficiency of idle self owned funds and increase the capital income of the company, it is agreed that the company will not affect the normal production On the premise of operating and ensuring the safety of funds, use idle self owned funds of no more than RMB 650 million to purchase financial products. The service life is valid from the date of deliberation and approval of the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting. Within the above term and limit, the funds for purchasing financial products can be used on a rolling basis. The independent directors and the board of supervisors of the company expressed their opinions on the matter, and the recommendation institution issued verification opinions. The specific situation is now announced as follows: I. overview of using self owned funds to purchase financial products
(I) investment purpose
In order to improve the use efficiency of idle self owned funds and increase the capital income of the company, the company plans to reasonably use idle self owned funds to purchase financial products on the premise of ensuring that it will not affect normal production and operation and ensure capital safety. (II) investment varieties
Financial products are financial products with high security, good liquidity and investment period of no more than 12 months issued by non related party financial institutions (including but not limited to call deposits, structured deposits, low-risk financial products, etc.). (III) investment amount and term
The company plans to use its idle self owned funds of no more than RMB 650 million to purchase financial products with high safety and good liquidity. The investment period is from the date of deliberation and approval by the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting. Within the above period and amount, the funds can be recycled and used. (IV) implementation mode
After the above matters are deliberated and approved by the 2021 annual general meeting of shareholders, the management of the company is authorized to exercise relevant investment decision-making rights and sign relevant documents within the above investment amount and period. The specific matters shall be organized and implemented by the Finance Department of the company.
(V) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with the relevant requirements of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, and the Listing Rules of Shenzhen Stock Exchange on the gem (revised in December 2020).
2、 Investment risk and risk control measures
(I) investment risk analysis
Although the above cash management products will be strictly screened and the risk is controllable, the financial market is greatly affected by the macro-economy. It is not ruled out that the investment is affected by market fluctuations. The company will intervene in a timely and appropriate manner according to the economic situation and changes in the financial market to reduce the investment risk caused by market fluctuations.
(II) measures to be taken against investment risks
1. The company strictly selects investment objects and selects commercial banks with good reputation, large scale and ability to ensure capital safety for cash management business cooperation.
2. When implementing cash management such as call deposits, structured deposits and low-risk financial products, the company's management authorizes the personnel of the company's finance department to sign relevant contracts. Decision makers and specific implementation departments will timely analyze and track the progress of cash management products such as call deposits, structured deposits and low-risk financial products. If risk factors that may affect capital security are found in the assessment, corresponding measures will be taken in time to control investment risks.
3. The internal audit department of the company is responsible for auditing and supervising the fund use and custody of call deposits, structured deposits, low-risk financial products and other products, and evaluating the possible risks.
4. Independent directors and the board of supervisors have the right to supervise and inspect the use of their own funds, and can hire professional institutions to audit when necessary.
5. The company will fulfill the obligation of disclosure in a timely manner in accordance with the relevant provisions of Shenzhen Stock Exchange.
3、 Impact on the company's operation
On the premise of ensuring the safety of daily operation and working capital, the company's use of idle self owned funds to purchase financial products will not affect the company's daily working capital demand and business development. It can improve the efficiency of capital use, increase the company's income, improve the return on assets, and create more investment income for the company and the majority of shareholders, without damaging the interests of the company and shareholders.
4、 Procedure for performance
1. Deliberations of the board of directors
At the 23rd Meeting of the second board of directors, the proposal on using idle self owned funds to purchase financial products was considered and passed. In order to improve the use efficiency of idle self owned funds and increase the capital income of the company, it was agreed that the company would not affect the normal production and operation and ensure the safety of funds, The proposal to purchase financial products with idle self owned funds of no more than RMB 650 million needs to be submitted to the general meeting of shareholders of the company for deliberation. 2. Deliberation of the board of supervisors
At the 13th meeting of the second board of supervisors, the proposal on using idle self owned funds to purchase financial products was considered and adopted. After review, the board of supervisors believes that, on the premise that the company does not affect the normal operation of the company and effectively control risks, using idle own funds to purchase financial products can improve the use efficiency of the company's funds and increase the company's income, which is in line with the interests of the company and shareholders. The board of supervisors agreed that the company should use its own idle funds of no more than RMB 650 million to purchase financial products with high security and good liquidity.
3. Opinions of independent directors
According to the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange on the gem and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, after verification, the independent directors believe that the company's plan to use idle self owned funds to purchase financial products this time complies with the provisions of relevant laws and regulations, At present, the company is in good operation, stable financial condition and abundant funds. On the premise of not affecting the capital demand of normal operation and effectively controlling risks, the company uses idle self owned funds to purchase financial products, which is conducive to improving the use efficiency of idle funds and increasing the company's income, which is in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
Therefore, the independent directors unanimously agreed that the company can use idle self owned funds to purchase financial products with high safety and good liquidity without affecting the normal operation of the company and effectively controlling risks, and agreed to submit the matter to the 2021 annual general meeting of shareholders for deliberation.
4. Verification opinions of the recommendation institution
The sponsor believes that the entrusted financial management has been reviewed by the board of directors and the board of supervisors of the company, and the independent directors have expressed their consent. The entrusted financial management is carried out on the premise of ensuring the daily working capital demand and not affecting the development of the company's main business, which is conducive to the company's broadening investment channels, improving the efficiency of capital use, and will not affect the normal operation of the company's business, There is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders; This matter can only be implemented after being deliberated and approved by the general meeting of shareholders. In conclusion, the recommendation institution has no objection to Shanghai Nenghui Technology Co.Ltd(301046) the use of idle self owned funds for entrusted financial management.
5、 Documents for future reference
1. Announcement of the resolution of the 23rd Meeting of the second board of directors;
2. Announcement of the resolution of the 13th meeting of the second board of supervisors;
3. Independent opinions of independent directors on matters related to the 23rd Meeting of the second board of directors;
4. Verification opinions on Shanghai Nenghui Technology Co.Ltd(301046) using idle self owned funds to purchase financial products issued by Minsheng Securities Co., Ltd.
It is hereby announced.
Shanghai Nenghui Technology Co.Ltd(301046) board of directors February 25, 2022
