Securities code: Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) securities abbreviation: Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) Announcement No.: 2022034 bond Code: 128093 bond abbreviation: Baichuan convertible bond
Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455)
Announcement on the use of some idle self owned funds for cash management 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.
On February 25, 2022, Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) (hereinafter referred to as “the company”) held the fourth meeting of the sixth board of directors and the fourth meeting of the sixth board of supervisors, deliberated and adopted the proposal on using some idle self owned funds for cash management. In order to improve the efficiency of capital use, on the premise of ensuring that the normal operation and capital safety of the company are not affected, the company plans to use idle self owned funds of no more than 100 million yuan (or equivalent foreign currency) for cash management, and plans to purchase financial products with high safety, good liquidity and a maximum investment period of no more than 12 months for a single product, And authorize the management of the company to implement relevant matters. The authorization period is from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting. Within the above limit, the funds can be used on a rolling basis.
1、 Cash management using some idle self owned funds
1. Investment purpose
Under the condition of ensuring the daily operation capital demand and not affecting the normal operation and development, the company can reasonably use some idle self owned funds for cash management, which can improve the use efficiency of self owned funds, increase capital income and obtain more returns for the company and shareholders.
2. Investment quota
The company plans to use idle self owned funds of no more than RMB 100 million (or equivalent foreign currency) for cash management. Within the above limit, the funds can be used on a rolling basis.
3. Investment type and term
The company will strictly control risks in accordance with relevant regulations, strictly evaluate financial products, and select low-risk financial products with high safety, good liquidity and a single product investment period of no more than 12 months.
4. Source of funds
The company idle its own funds.
5. Term of validity of investment resolution
From the date of deliberation and approval at the 2021 annual general meeting to the date of holding the 2022 annual general meeting. 6. Implementation mode
The board of directors authorizes the chairman of the company to exercise the investment decision-making power and sign relevant legal documents, and the financial person in charge is responsible for handling relevant matters.
2、 Investment risk analysis and risk control measures
(I) investment risk
1. Although the investment products belong to low-risk investment varieties, the financial market is greatly affected by the macro-economy, so it is not ruled out that the investment is affected by market fluctuations;
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable;
3. Operation and monitoring risks of relevant staff.
(II) risk control measures
1. When purchasing financial products, the company will choose investment products with good liquidity and high security, and clarify the amount, term, investment variety, rights, obligations and legal liabilities of both parties;
2. Authorize the chairman of the company to exercise the investment decision-making power and sign relevant contracts, and the financial director of the company is responsible for organizing the implementation. The financial department of the company will timely analyze and track the investment direction of financial products and the progress of the project. If the evaluation finds that there are risk factors that may affect the safety of the company’s funds, it will take corresponding measures in time to control the investment risk;
3. Independent directors, the board of supervisors and the recommendation institution have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary;
4. The internal audit department of the company shall supervise the use of funds on a daily basis.
3、 Impact of investment on the company
The company’s use of some idle self owned funds to purchase financial products with good liquidity and high security is implemented on the premise of ensuring the liquidity and capital safety required by the company’s daily operation, which will not affect the normal turnover needs of the company’s daily capital and the normal development of the company’s main business. The company’s reasonable and moderate purchase of low-risk financial products can improve the efficiency of capital use and obtain certain investment income, which is conducive to further improve the overall performance level of the company and obtain more returns for the company and shareholders.
4、 Decision making procedure
The company’s use of some idle self owned funds for cash management has been deliberated and approved at the fourth meeting of the sixth board of directors and the fourth meeting of the sixth board of supervisors, and the independent directors of the company have expressed explicit consent to this matter. This matter can only be implemented after being submitted to the general meeting of shareholders of the company for deliberation and approval.
5、 Special opinions
(I) opinions of independent directors
On the premise of not affecting the normal development of the main business and ensuring the demand for working capital and capital safety, the company uses some idle self owned funds to purchase financial products, which is conducive to improving the efficiency of capital use and increasing the company’s income, and there is no damage to the interests of the company and shareholders; The deliberation and decision-making procedures for the purchase of financial products with idle self owned funds comply with the provisions of relevant laws and regulations. We agree that the company will use idle self owned funds of no more than RMB 100 million (or equivalent foreign currency) to purchase financial products.
(II) opinions of the board of supervisors
The company’s use of some idle self owned funds for investment and financial management this time can improve the use efficiency and income of the company’s funds, will not affect the normal development of the company’s main business, and will not damage the interests of the company and minority shareholders. The decision-making and deliberation procedures of this matter are legal and compliant, and the company is agreed to use idle self owned funds of no more than RMB 100 million (or equivalent foreign currency) to purchase financial products
6、 Documents for future reference
1. Resolutions of the fourth meeting of the sixth board of directors of the company;
2. Independent opinions of independent directors on relevant matters;
3. Resolution of the 4th meeting of the 6th board of supervisors of the company.
It is hereby announced.
Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) board of directors February 25, 2022
