Rayhoo Motor Dies Co.Ltd(002997) : Announcement on using idle self owned funds for cash management

Securities code: 002997 securities abbreviation: Rayhoo Motor Dies Co.Ltd(002997) Announcement No.: 2021-098 Rayhoo Motor Dies Co.Ltd(002997)

Announcement on using 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.

Rayhoo Motor Dies Co.Ltd(002997) (hereinafter referred to as “the company”) deliberated and adopted the proposal on cash management with idle self owned funds at the 25th meeting of the second board of directors and the 18th meeting of the second board of supervisors held on December 29, 2021, and agreed with the company (including holding subsidiaries) use idle self owned funds with a maximum amount of no more than RMB 200 million for cash management, which is effective within 12 months from the date of deliberation and approval by the general meeting of shareholders, and can be recycled and used within the above amount. At the same time, the chairman is authorized to be responsible for the decision-making power of specific investment matters and sign relevant contract documents on the premise of ensuring normal operation and capital safety The independent directors of the company expressed explicit consent to the proposal, and the sponsor Anxin Securities Co., Ltd. issued verification opinions. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation. The details are hereby announced as follows:

1、 Investment overview

1. Investment purpose

To improve the company (including holding subsidiaries) to improve the fund use efficiency, make rational use of idle self owned funds, plan to use idle self owned funds for cash management without affecting the normal operation of the company, and purchase principal guaranteed or guaranteed financial products or financial products with low risk and high liquidity, so as to increase the company’s income and obtain more investment returns for the company and shareholders.

2. Investment quota

The company (including its holding subsidiaries) plans to use idle self owned funds with a total amount of no more than RMB 200 million for cash management, with an investment period of no more than 12 months, which can be recycled and rolled within the validity of the above quota and resolution.

3. Investment varieties

Purchase principal guaranteed financial products or financial products with low risk and high liquidity.

4. Validity of resolution

It shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.

5. Implementation mode

Within the limit, the chairman is authorized to be responsible for investment decision-making and sign relevant legal documents.

6. Information disclosure

The company will timely disclose the specific situation of the company’s cash management in accordance with the provisions of relevant laws and regulations such as the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange. 2、 Investment risk analysis and risk control measures

1. Investment risk

The company will intervene timely and appropriately according to the economic situation and changes in the financial market to ensure capital safety. However, the financial market is greatly affected by the macro-economy, and the impact of market fluctuations on the investment is not excluded.

2. Risk control measures

(1) Strictly abide by the principle of prudent investment, select 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.

(2) The company will timely track the investment direction of financial products according to the market situation. If potential risk factors are found, the company will organize evaluation, and timely take corresponding preservation measures according to the evaluation results to control the investment risk. (3) The internal audit department of the company is responsible for auditing and supervising the use and custody of the funds of the financial products invested by the company, comprehensively inspecting all investment projects of financial products every quarter, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the audit committee of the board of directors of the company.

(4) Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.

3、 Impact on the company’s operation

The company adheres to the principle of “standardized operation, risk prevention, prudent investment, value preservation and appreciation”. On the premise of ensuring that the normal operation of the company is not affected, the company uses some idle self owned funds to choose the opportunity to buy low-risk financial products, which will not affect the company’s daily operation. At the same time, it can improve the company’s capital use efficiency and obtain a certain investment income, Seek more return on investment for the company’s shareholders.

4、 Relevant audit procedures and opinions

1. Opinions of the board of directors

At the 25th meeting of the second board of directors of the company, the proposal on using idle self owned funds for cash management was considered and adopted, It is agreed that the company (including its holding subsidiaries) use idle self owned funds with an amount of no more than 200 million yuan for cash management to invest in investment products with high safety, good liquidity, low risk and a maximum investment period of no more than 12 months. The board of directors of the company expressed clear consent to the proposal. 2. Opinions of independent directors

The company’s use of idle self owned funds of no more than RMB 200 million for cash management this time can improve the use efficiency of idle self owned funds and obtain certain investment income. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The approval procedures for the use of idle self owned funds for cash management this time comply with relevant regulations.

3. Opinions of the board of supervisors

The 18th meeting of the second board of supervisors of the company deliberated and adopted the proposal on cash management using idle self owned funds. The board of supervisors believes that under the condition of ensuring the normal production and operation of the company, the company uses idle self owned funds of no more than RMB 200 million for cash management and invests in products with high safety and good liquidity, which complies with relevant regulatory regulations, is conducive to improving the use efficiency of the company’s funds, increasing the company’s income and will not have an adverse impact on the company’s operation, It is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.

The issue of using idle self owned funds for cash management has been deliberated and approved by the board of supervisors of the company. 4. Verification opinions of the recommendation institution

After verification, the recommendation institution believes that:

(1) Rayhoo Motor Dies Co.Ltd(002997) the use of idle self owned funds for cash management has been deliberated and adopted at the 25th meeting of the second board of directors and the 18th meeting of the second board of supervisors. The independent directors have expressed their independent opinions with explicit consent, performed necessary legal procedures, and complied with the articles of association, the stock listing rules of Shenzhen Stock Exchange The requirements of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant regulations.

(2) Rayhoo Motor Dies Co.Ltd(002997) the use of idle self owned funds for cash management this time is conducive to improving the efficiency of fund use, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and all shareholders, especially minority shareholders.

The recommendation institution agrees that the company shall use idle self owned funds of no more than (including) 200 million yuan for cash management.

5、 Documents for future reference 1. Resolutions of the 25th meeting of the second board of directors; 2. Resolutions of the 18th meeting of the second board of supervisors; 3. Independent opinions of independent directors on matters related to the 25th meeting of the second board of directors; 4. Verification opinions of Anxin Securities Co., Ltd. Rayhoo Motor Dies Co.Ltd(002997) on cash management with idle self owned funds. It is hereby announced.

Rayhoo Motor Dies Co.Ltd(002997) board of directors

December 30, 2021

 

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