Securities code: 300133 securities abbreviation: Zhejiang Huace Film And Tv Co.Ltd(300133) Announcement No.: 2021-087 Zhejiang Huace Film And Tv Co.Ltd(300133)
Announcement on using idle self owned funds for securities investment
The company and all members of its board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
On December 31, 2021, the 18th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors of Zhejiang Huace Film And Tv Co.Ltd(300133) (hereinafter referred to as “the company”) deliberated and adopted the proposal on securities investment with idle self owned funds respectively, agreeing that the company, on the premise of ensuring the capital demand of daily production and operation and effectively controlling risks, Temporarily idle self owned funds not exceeding RMB 500 million or equivalent foreign currency (including principal) at the investment time point for securities investment, so as to improve the company’s fund use efficiency and enhance the company’s profitability. The details are hereby announced as follows:
1、 Basic information of securities investment
1. Investment purpose
According to the company’s development strategy, under the premise of not affecting normal operation and effectively controlling investment risk, according to the company’s development strategy, cooperate with the company’s industrial layout, timely use its own funds to invest in Securities for companies including but not limited to upstream and downstream industries or related industries, so as to further give play to industrial synergy, boost operation and improve capital use efficiency, Create greater profits for the company and shareholders.
2. Investment quota
The amount of securities investment shall not exceed 500 million yuan or the equivalent foreign currency (including the principal amount) at the time of investment. Within this limit, the funds can be used on a rolling basis, but the amount of securities investment at any point in the term shall not exceed the investment limit. 3. Investment varieties
Securities Investment: domestic and foreign stocks, securities investment funds and other securities and their derivatives, placing or subscription of new shares at stock exchanges, subscription of public and non-public issuance of shares (equity), secondary market trading of securities (including stocks, funds, bonds, etc.).
4. Investment period
It shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.
5. Source of funds
The funds applicable to this securities investment are limited to the company’s own idle funds, i.e. its own funds other than raised funds and bank credit funds, which comply with the requirements of relevant laws and regulations.
6. Implementation mode
Within the above limit, the board of directors requested the general meeting of shareholders to authorize the company’s management to sign relevant contract documents, be responsible for organizing the implementation of specific matters of securities investment, and determine the specific investment varieties and investment amount according to the company’s development strategy and capital status.
2、 Investment risk analysis and risk control measures
1. Investment risk
(1) The securities market is greatly affected by changes in macroeconomic situation, fiscal and monetary policies, exchange rate and capital, and securities investment will be 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 securities investment is unpredictable.
(3) Operational risks of relevant staff.
2. Risk prevention
The company intends to minimize the risk through the following specific measures:
(1) The company will conduct securities investment operations, standardize management and control risks in strict accordance with relevant provisions such as Shenzhen Stock Exchange GEM Listing Rules and Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines.
(2) According to the company’s daily operation fund use plan, on the premise of ensuring normal operation, the company reasonably arranges investment funds according to the cash flow.
(3) The company has a professional investment team to conduct sufficient research, analysis and demonstration before investment to reduce investment risk. Or, when necessary, hire external personnel and entrust relevant professional institutions to study and demonstrate investment varieties, stop profits and losses, put forward research reports and submit them to the management for review. The investment department can only carry out the specific operation of securities investment within the investment scale and tolerable risk limit approved and determined by the board of directors or the general meeting of shareholders.
(4) The company has specially formulated the securities investment management system to ensure the strict separation of personnel, information, accounts, funds and accounting, ensure the independence of applicants, reviewers, approvers, operators and fund managers of securities investment business, and effectively prevent and control investment risks. Meanwhile, according to the relevant provisions of Shenzhen Stock Exchange, do a good job in relevant information disclosure.
(5) After the investment, it will continue to track the operation and capital market performance of the investment target company, establish an internal rating and reporting mechanism, conduct periodic inspection and reporting, and realize the dynamic management of investment value and risk. The periodic inspection report will be submitted to the chairman of the company, the financial director and the Secretary of the board of directors on a regular basis. The investment department shall assign special personnel to track the progress and safety of securities investment, and require them to report in time in case of abnormalities, so as to take effective measures to recover funds immediately and avoid or reduce losses of the company.
(6) Securities investment must be carried out in the company’s own name through a special securities investment account, and a specially assigned person shall be responsible for the management of the securities investment account, including account opening, account cancellation, use registration, etc. It is strictly prohibited to lend securities investment accounts, use other investment accounts and off account investments. It is strictly prohibited to transfer funds from securities investment accounts in the name of individuals, and strictly prohibit the withdrawal of cash from securities investment accounts.
(7) The statistics of securities investment categories and funds shall be carried out by a special person designated by the financial management center, and timely reconciled with the fund management personnel (the manager of the special account for securities investment and the fund manager of the company shall not be the same person). The reconciliation shall be recorded and signed by the person in charge of finance.
(8) The investment department is responsible for preparing securities investment reports regularly (at least monthly) and irregularly (when necessary). The report includes but is not limited to: the implementation of investment decisions, the quality of investment assets, investment profits and losses, risk monitoring and other major matters.
(9) The relevant internal audit departments of the company are responsible for the daily supervision of securities investment, audit and verify the use of funds every quarter, and report the existing problems to the chairman immediately. The audit committee of the board of directors has the right to investigate and track the company’s securities investment at any time, so as to strengthen the tracking management of the company’s securities investment and control risks. The independent directors and the board of supervisors of the company have the right to conduct regular or irregular inspection on the company’s securities investment. In case of illegal operation, they can propose to convene the board of directors to consider and stop the company’s securities investment activities.
3、 Impact on the company
On the premise of ensuring that it does not affect the daily operation, the company uses some idle self owned funds for securities investment, which helps to give play to the Industrial Synergy, boost the operation, improve the efficiency of fund use, improve the overall performance level of the company, and obtain more investment returns for shareholders.
4、 Opinions of independent directors
At present, the company is in good operation and stable financial condition. On the premise of ensuring liquidity and capital safety, the company uses idle self owned funds for securities investment in order to cooperate with industrial layout, give play to industrial synergy, comply with the company’s development strategy, and create more income for the company and shareholders while ensuring the development of main business. The company has established securities investment management system to standardize securities investment management and control risks. The above matters shall not damage the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree that the company uses idle self owned funds with a maximum amount of 500 million yuan (or foreign currency equivalent at the investment time point) for securities investment, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Opinions of the board of supervisors
After review, the board of supervisors of the company believes that the relevant approval procedures for the securities investment proposed by the company comply with the relevant provisions of relevant laws, regulations, departmental rules and the articles of association, and the internal control procedures of the company are basically established and improved. It is agreed that the company will use idle self owned funds with a maximum amount of 500 million yuan (or foreign currency equivalent at the investment time point) for securities investment. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Opinions and conclusions of the recommendation institution
After verification, Huatai United Securities believes that: Zhejiang Huace Film And Tv Co.Ltd(300133) the use of idle self owned funds for securities investment has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued clear consent opinions, which needs to be deliberated and approved by the general meeting of shareholders of the listed company, which is in line with the Listing Rules of GEM stocks of Shenzhen Stock Exchange Relevant provisions such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange; On the premise of ensuring the capital demand for daily production and operation and effectively controlling risks, listed companies can improve the capital use efficiency of listed companies by using temporarily idle self owned funds of no more than 500 million yuan or equivalent foreign currency (including principal) at the investment time point for securities investment.
In conclusion, the sponsor has no objection to Zhejiang Huace Film And Tv Co.Ltd(300133) using idle self owned funds for securities investment. 7、 Directory of documents for future reference
1. Resolutions of the 18th meeting of the 4th board of directors;
2. Independent opinions of independent directors on relevant matters;
3. Resolutions of the 16th meeting of the 4th board of supervisors;
4. Verification opinions of the recommendation institution.
It is hereby announced.
Zhejiang Huace Film And Tv Co.Ltd(300133) board of directors December 31, 2021
