Securities code: Hengdian Group Dmegc Magnetics Co.Ltd(002056) securities abbreviation: Hengdian Group Dmegc Magnetics Co.Ltd(002056) Announcement No.: 2022016 Hengdian Group Dmegc Magnetics Co.Ltd(002056)
Announcement on entrusted financial management and related party transactions in 2022
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.
1、 Overview of basic information
Hengdian Group Dmegc Magnetics Co.Ltd(002056) (hereinafter referred to as "the company") in order to further improve the use efficiency and income of the company and its holding subsidiaries' own idle funds at different time points, reduce the company's capital cost and seek more short-term investment returns for the company and its shareholders, the company will, on the premise of ensuring the daily operation capital demand and capital safety, It is proposed to purchase the financial products of the related party Nanhua Futures Co.Ltd(603093) (hereinafter referred to as " Nanhua Futures Co.Ltd(603093) " or "related party") and its subsidiaries (including but not limited to Nanhua Fund Management Co., Ltd., Henghua International Asset Management Co., Ltd. and Henghua International Asset Management (Singapore) Co., Ltd.) with its own idle funds of no more than 400 million yuan, The 400 million yuan financial management limit can be jointly used by the company, its wholly-owned subsidiaries and holding subsidiaries. The service life is from the date of deliberation and approval at the 2021 annual general meeting to the date of convening the 2022 annual general meeting, and the finance department, capital department and other relevant departments of the company are authorized to implement relevant matters Nanhua Futures Co.Ltd(603093) is a subsidiary of the controlling shareholder of the company. Because it is controlled by Hengdian holding together with the company, it forms a related party with the company, which constitutes a related party transaction.
On March 9, 2022, the company held the 21st Meeting of the 8th board of directors and the 9th meeting of the 8th board of supervisors, deliberated and adopted the proposal on entrusted financial management and related party transactions of the company in 2022, and the related directors Xu Wencai, Hu Tiangao and the related supervisor Li Guo averagely avoided voting.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the related shareholders interested in this related party transaction need to avoid voting when the proposal is deliberated at the general meeting of shareholders.
This item does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. 2、 Basic information of related parties
Company name: Nanhua Futures Co.Ltd(603093)
Legal representative: Luo Xufeng
Unified social credit Code: 9133 Shenzhen Ecobeauty Co.Ltd(000010) Shanghai Pret Composites Co.Ltd(002324) 2a
Address: 2nd and 3rd floors, No. 193, Xihu Avenue, Hangzhou
Date of establishment: May 28, 1996
Registered capital: 580 million yuan
Business scope: commodity futures brokerage, financial futures brokerage, futures investment consulting, asset management, securities investment fund consignment.
Equity structure: as of December 31, 2021, Hengdian holdings holds Nanhua Futures Co.Ltd(603093) 6968% shares.
Nanhua Futures Co.Ltd(603093) development status and main financial data of the latest fiscal year:
Nanhua Futures Co.Ltd(603093) is the first batch of comprehensive settlement member units of China Financial Futures Exchange, the full-fledged member unit of Shanghai Futures Exchange, Zhengzhou Commodity Exchange and Dalian Commodity Exchange, the trading participant of Shanghai Stock Exchange and the member unit of Shanghai international energy trading center.
Unit: 10000 yuan
2021 (Unaudited) 2020 (audited)
Total assets Jiangsu Daybright Intelligent Electric Co.Ltd(300670) 829223139124
Net assets 3038085124566659
Operating income 10515449999152302
Net profit 2425975941734
Related relationship: Nanhua Futures Co.Ltd(603093) is a subsidiary of the controlling shareholder of the company. As it is controlled by Hengdian holding with the company, it forms a related party with the company.
Whether it is a dishonest executee: No.
3、 Basic information of entrusted financial management
(I) investment purpose
Under the condition that the investment risk can be controlled without affecting the normal operation of the company, the company plans to use some of its own idle funds to purchase related party financial products, so as to improve the use efficiency of its own idle funds, improve the return on assets of the company and seek better investment return for the company and shareholders.
(II) investment amount
The company and its subsidiaries intend to use their own idle funds with a total amount of no more than RMB 400 million to purchase related party financial products. The amount of entrusted financial management (including the amount of reinvestment from the proceeds of the above investment) at any time during the period shall not exceed RMB 400 million, which can be used in a circular and rolling manner within the above amount.
(III) investment mode
The company will use its own idle funds to purchase financial products on the premise of ensuring the daily operation capital demand and capital security. The investment scope mainly includes fixed income assets, bank deposits, monetary assets and other financial products with high security. Financial products are mainly those with low risk, fixed income or cash management tools. At the same time, the company's capital department and finance department are equipped with special personnel to track and operate and report regularly. (IV) investment period
From the date of deliberation and approval by the 21st Meeting of the 8th board of directors and the 9th meeting of the 8th board of supervisors and by the 2021 annual general meeting of the company to the date of convening the 2022 annual general meeting of shareholders.
(V) source of funds
The company takes its own funds as the source of funds for entrusted financial management.
(VI) contract signing
Before the actual purchase of financial products, the company will timely sign relevant contracts with related parties for the purchase of financial products, including the expected income of financial products, the payment standard and determination basis of management fees, the rights and obligations of both parties, etc.
4、 Approval procedure
According to the provisions of the current articles of association, the amount of using its own idle funds to purchase financial products is 400 million yuan, accounting for 5.95% of the company's audited total assets in 2021. After being deliberated and approved at the 21st Meeting of the eighth board of directors and the 9th meeting of the eighth board of supervisors, the matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Within the limit range and validity period approved by the general meeting of shareholders of the company, the finance department, capital department and other relevant departments of the company are authorized to be responsible for the operation and management of purchasing financial products on the premise of ensuring the working capital needs of the company.
5、 Investment risk analysis and risk control measures
(I) investment risk analysis
1. Market risk: Although the company will try its best to choose to buy stable financial products, there are certain risks in the financial products themselves, and the financial market is greatly affected by the macro-economy. It is not excluded that this investment will also be affected by market fluctuations;
2. Operational risk: when the company carries out the business of purchasing financial products, if the operators fail to report and approve according to the specified procedures, or fail to follow up the operation of financial products in time, it may lead to business losses; 3. Legal risk: when the company carries out the business of purchasing financial products, there are transaction losses caused by the trading personnel's failure to fully understand the terms of the transaction contract and product information, resulting in business activities that do not comply with the legal provisions or external legal events.
(II) proposed risk control measures
1. For investment risks, the proposed measures are as follows:
(1) The company will strictly abide by the principle of prudent investment and choose prudent financial products. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary. (2) The board of directors of the company authorizes the management to be responsible for matters related to the purchase of financial products within the limit approved by the board of directors or the general meeting of shareholders. The company's capital department and finance department are specifically responsible for financial management, and assign special personnel to track the investment direction and project progress of financial products. If risk factors that may affect the company's capital safety are found in the assessment, corresponding measures shall be taken in time to control investment risks.
2. For the risk of fund storage and use, the proposed measures are as follows:
(1) Establish account management, establish and improve complete accounting accounts for the economic activities of fund utilization, and do a good job in the financial accounting of fund utilization;
(2) The finance department shall timely check the account balance with the bank on the day of investment to ensure the safety of funds;
(3) The internal audit department of the company shall supervise the use of funds on a daily basis.
3. For the operation and moral hazard of relevant staff, the proposed measures are as follows:
(1) Implement post separation operation, and the applicant, reviewer, approver, operator and fund manager of investment and wealth management business shall be independent of each other;
(2) Relevant staff of the company and financial institutions shall keep confidential the purchase of financial products, and shall not disclose the company's financial management plan, transaction, settlement, capital status and other information related to the company's financial management business without permission;
(3) The company's investment participants and other informed personnel shall not invest in the same products as the company, otherwise they will bear corresponding responsibilities.
4. The company has formulated the company's securities investment and derivatives trading management system, and will strengthen market analysis and variety research, earnestly implement relevant internal management systems, strictly control risks and standardize operation.
5. The company will disclose the purchase of financial products and relevant profits and losses during the reporting period in the regular report in accordance with the relevant provisions of Shenzhen Stock Exchange.
6、 Impact on the daily operation of the company
1. The company's purchase of related party financial products with its own idle funds is implemented on the premise of ensuring the company's daily operation and controllable risks, which will not affect the normal turnover needs of the company's daily funds, the normal development of the company's main business, or the use of raised funds.
2. Through the moderate purchase of financial products, we can obtain a certain investment income, which is conducive to further improve the overall income of the company and seek a better return on investment for the company and shareholders.
7、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
As of March 9, 2022, the transaction amount between the company and Nanhua Futures Co.Ltd(603093) is 0 yuan.
8、 Opinions of independent directors
(I) prior approval opinions of independent directors
The independent directors of the company issued the following prior approval opinions on the proposal on entrusted financial management and related party transactions of the company in 2022:
1. The company informed us in advance of its intention to purchase related party financial products with its own idle funds. Before the meeting, we received the materials related to related party transactions submitted by the company, communicated with relevant personnel of the company, carefully reviewed the materials, and analyzed the necessity of related party transactions with related parties. 2. Nanhua Futures Co.Ltd(603093) is the first batch of comprehensive settlement member units of China Financial Futures Exchange, the full-fledged member unit of Shanghai Futures Exchange, Zhengzhou Commodity Exchange and Dalian Commodity Exchange, the trading participant of Shanghai Stock Exchange and the member unit of Shanghai international energy trading center Nanhua Futures Co.Ltd(603093) and its subsidiaries are equipped with strong teams, have strong risk control ability in investment, and the operating performance over the years is at the forefront of the industry. 3. Under the condition that the investment risk can be controlled without affecting the normal operation of the company, the company purchases the financial products of Nanhua Futures Co.Ltd(603093) and its subsidiaries, which can be used to improve the use efficiency and return on assets of the company's idle funds.
In conclusion, we agree to submit the proposal to the 21st Meeting of the 8th board of directors of the company for deliberation. When the board of directors deliberates the above proposals, the directors Xu Wencai and Hu Tiangao, as affiliated directors, shall withdraw from voting.
(II) independent director's opinion
The independent directors of the company made the following independent opinions on the proposal on entrusted financial management and related party transactions of the company in 2022:
1. At present, the company operates well and has abundant self owned funds. Under the condition that the investment risk can be controlled and the normal operation of the company will not be affected, using some idle funds to purchase related party financial products is conducive to improving the use efficiency of funds. The purchase of financial products can appropriately increase the company's income, which is in line with the interests of the company and all shareholders. 2. The company has formulated the company's securities investment and derivatives trading management system, and the company can effectively implement the investment and financial management process, fund management and risk control.
3. The convening, convening and voting procedures and methods of the 21st Meeting of the eighth board of directors of the company comply with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of directors of the company. The related directors avoid voting when deliberating the related proposals, and the resolutions of the meeting are legal and effective.
In conclusion, we agree to the company's entrusted financial management and related party transactions in 2022, and agree to submit the proposal to the company's 2021 annual general meeting for deliberation.
9、 Documents for future reference
1. Resolutions of the 21st Meeting of the 8th board of directors of the company;
2. Resolutions of the 9th meeting of the 8th board of supervisors of the company;
3. Independent opinions of the company's independent directors on matters related to the 21st Meeting of the eighth board of directors; 4. The company's securities investment and derivatives trading management system.
It is hereby announced.
Hengdian Group Dmegc Magnetics Co.Ltd(002056) board of directors March 11, 2002
