Securities code: Zhejiang Windey Co.Ltd(300772) securities abbreviation: Zhejiang Windey Co.Ltd(300772) Announcement No.: 2022019 Zhejiang Windey Co.Ltd(300772)
Announcement on using idle self owned funds for entrusted financial 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.
Zhejiang Windey Co.Ltd(300772) (hereinafter referred to as “the company”) held the 29th meeting of the 4th board of directors of the company on March 7, 2022, deliberated and adopted the proposal on using idle self owned funds for entrusted financial management. Without affecting the normal operation of the company and its subsidiaries, the company and its subsidiaries intend to use idle self owned funds totaling no more than RMB 2 million for entrusted financial management at any time. The authorization period is from the date of deliberation and approval by the annual general meeting of shareholders in 2021 to December 31, 2022. The above amount can be used in rolling within the authorization period; Before the 2022 annual general meeting of shareholders, the company will conduct entrusted financial management in 2023 according to the above amount.
According to the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, the company’s entrusted financial management system and other relevant provisions, the amount involved in the entrusted financial management with idle self owned funds is expected to exceed 50% of the company’s latest audited net assets, which shall be submitted to the general meeting of shareholders for deliberation. This entrusted financial management does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. The details are hereby announced as follows:
1、 Basic information of using idle self owned funds for entrusted financial management
(I) investment purpose
In order to improve the use efficiency of the company’s funds, under the condition of not affecting the normal operation of the company, the rational use of idle self owned funds for entrusted financial management can increase the company’s capital income and obtain more return on investment for the company and its shareholders.
(II) investment quota and term
The company and its subsidiaries intend to use a total of no more than RMB 2 million yuan at any time to temporarily idle their own funds for entrusted financial management, which can be used on a rolling basis during the authorization period. The authorization period is from the date of deliberation and approval at the 2021 annual general meeting to December 31, 2022.
(III) investment varieties
Idle self owned funds intend to purchase low-risk investment products with high security and good liquidity from banks or other financial institutions with an investment period of no more than 12 months (including but not limited to investment products such as agreed deposits and structured deposits). The above investment products are not used for other securities investment, and do not buy products with stocks, derivatives and unsecured bonds as investment targets.
(IV) implementation mode
Authorize the general manager of the company to exercise relevant investment decision-making power and sign relevant documents within the specified limit and authorization period, and the person in charge of finance is responsible for handling relevant matters.
(V) description of association relationship
The company has no relationship with the financial institution providing entrusted financial management.
2、 Matters concerning the temporary limit of entrusted financial management in 2023
In order to improve the management efficiency, increase the capital income of the company and obtain more investment returns for the company and its shareholders, the company plans to conduct financial management in the above entrusted financial management line before the 2023 entrusted financial management line is considered and approved by the general meeting of shareholders of the company. The execution time is from January 1, 2023 to the date of 2022 annual general meeting of shareholders.
3、 Review procedure
(I) deliberations of the board of directors
In order to improve the use efficiency of the company’s funds, under the condition of not affecting the normal operation of the company and its subsidiaries, reasonably use idle self owned funds for entrusted financial management, so as to increase the company’s capital income and obtain more return on investment for the company and its shareholders. The board of directors of the company agrees that the company and its subsidiaries use idle self owned funds for entrusted financial management. According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, this entrusted financial management matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberation of the board of supervisors
The company and its subsidiaries use idle self owned funds for entrusted financial management, which will not have an adverse impact on the normal business activities of the company and is in line with the interests of the company. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The contents and decisions of the proposal comply with the provisions of laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules and the Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines. The company has formulated the entrusted financial management system, and the relevant financial internal control system is sound. The approval authority of the entrusted financial amount and the division of labor of functional departments are clear, which can effectively avoid financial risks and ensure the safety of funds. To sum up, the board of supervisors agreed that the company would use idle self owned funds for entrusted financial management.
4、 Investment risk and risk control measures
(I) investment risk
1. Although the investment products have been strictly screened and evaluated, the financial market is greatly affected by the macro-economy. It is not ruled out that the investment is affected by market fluctuations.
2. The company will timely and appropriately intervene in relevant products according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable.
(II) risk control measures
1. The company will make structural deposits or select appropriate types and duration of financial products according to the company’s business arrangement and capital investment plan to ensure the normal operation of the company’s daily business activities.
2. The company will strictly screen investment objects and select products issued by units with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability.
3. The company will analyze and track the net value change of products in real time. If the assessment finds that there are risk factors that may affect the company’s capital safety, the company will take corresponding measures in time to control the investment risk.
4. The independent directors and the board of supervisors have the right to supervise and inspect the use of funds. When necessary, the independent directors and the board of supervisors of the company can hire professional institutions to audit.
5. The internal audit department of the company is responsible for the supervision and audit of the use and custody of financial funds.
6. The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Impact on the company’s operation
The company pays attention to standardized operation and risk prevention. On the premise of ensuring that the normal development of the company’s main business is not affected, using idle funds to invest in low-risk financial products will not affect the company’s capital turnover and the normal development of the company’s main business. Through moderate investment in low-risk financial products, we can obtain certain investment benefits and improve the efficiency of fund use, so as to further improve the overall performance level of the company and seek more investment returns for the shareholders of the company.
6、 Opinions of independent directors
The independent directors of the company carefully reviewed the proposal on the use of idle self owned funds for entrusted financial management, and believed that the use of idle self owned funds for entrusted financial management by the company and its subsidiaries is conducive to improving the use efficiency of the company’s funds, improving the management income of the company’s funds, and will not affect the normal production and operation activities of the company and its subsidiaries.
There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The relevant approval procedures are legal and compliant, and the internal control procedures are sound. Therefore, all independent directors agree that the company and its subsidiaries use idle self owned funds for entrusted financial management, and submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Verification opinions of the recommendation institution
Caitong Securities Co.Ltd(601108) as the company’s sponsor, the company has expressed the following opinions on the company’s plan to use idle self owned funds for entrusted financial management:
The above matters have been deliberated and approved at the 29th meeting of the Fourth Board of directors and the 24th Meeting of the Fourth Board of supervisors of the company, and the independent directors have expressed their agreed independent opinions. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation. The decision-making procedures of the above matters comply with the provisions of laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and the articles of association. The sponsor has no objection to the above matters.
8、 Documents for future reference
1. Resolution of the 29th meeting of the 4th board of directors;
2. Resolution of the 24th Meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on matters related to the 29th meeting of the Fourth Board of directors;
4. Caitong Securities Co.Ltd(601108) opinions on the verification of the company’s use of idle self owned funds for entrusted financial management.
It is hereby announced.
Zhejiang Windey Co.Ltd(300772) board of directors March 7, 2022
