Securities code: Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) securities abbreviation: Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) Announcement No.: 2022022 Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
Announcement on securities investment with self owned funds 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. Important content tips:
1. Types of investment: including placement or subscription of new shares, securities repurchase, investment in stocks and depositary receipts, bond investment, etc.
2. Investment quota: the maximum amount of securities investment business carried out by the company (including wholly-owned and holding subsidiaries within the scope of consolidated statements) in 2022 is 500 million yuan, and the transaction amount (including the relevant amount of reinvestment of investment income) at any point in the validity period shall not exceed the securities investment quota.
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) (hereinafter referred to as “the company”) held the 14th meeting of the 4th board of directors on March 14, 2022, deliberated and agreed that the company (including wholly-owned and holding subsidiaries within the scope of consolidated statements) would carry out securities investment business with its own funds in 2022, with a maximum amount of RMB 500 million, which will take effect from the date of approval by the board of directors and will be valid for 12 months.
The details are as follows:
1、 Overview of securities investment
(I) purpose of securities investment
Without affecting the development of the company’s main business and ensuring the capital needs of the company’s normal operation, and on the premise of ensuring capital safety and controllable risk, further improve the use efficiency of its own funds, improve the return on net assets and create more value for all shareholders.
(II) amount of securities investment
The maximum amount of securities investment business carried out by the company (including wholly-owned and holding subsidiaries within the scope of consolidated statements) in 2022 is 500 million yuan, and the transaction amount (including the relevant amount of reinvestment of investment income) at any point in the validity period shall not exceed the amount of securities investment.
(III) mode of securities investment
Including placement or subscription of new shares, securities repurchase, investment in stocks and depositary receipts, bond investment, etc. (IV) term of validity of securities investment
Within 12 months from the date of approval by the board of directors.
(V) source of funds
The company (including wholly-owned and holding subsidiaries within the scope of consolidated statements) has its own funds.
(VI) relevant authorization
The board of directors of the company authorizes the professional team in charge of securities investment business of the company (subsidiary) and its principals to fully carry out the above securities investment under the premise of controlling risks.
2、 Approval procedures to be performed
(I) the 14th meeting of the 4th board of directors held on March 14, 2022 deliberated and adopted the proposal on using self owned funds to carry out securities investment business in 2022, and the independent directors of the company have expressed their independent opinions on this matter.
(II) in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions and the articles of association, this matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Risk analysis and risk control measures of securities investment
(I) risk analysis
1. Financial market risk: there are risks in securities investment affected by macroeconomic fluctuations and market fluctuations. 2. Risk of income uncertainty: the company will timely and appropriately intervene according to the economic situation and changes in the financial market, and the final investment income is uncertain.
3. Potential operational risks in the process of implementing securities investment.
(II) risk control measures
1. The company will make decisions, manage, inspect and supervise securities investment in strict accordance with relevant laws and regulations, normative documents and system rules, such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, the articles of association, the securities investment management system, etc, Ensure the safety of self owned funds and strictly control investment risks.
2. The company has a special responsible team responsible for the overall work of the development and implementation of securities investment business. Within the scope of authorization of the board of directors, the company is responsible for the main work of securities investment business, such as strategy and scheme research, investment product screening, investment decision-making, implementation and adjustment of securities investment business.
3. During the implementation of securities investment business, the company will continue to strengthen financial market analysis and judgment, improve and optimize investment strategies, and intervene in a timely and appropriate manner according to market changes; Keep close tracking and continuous analysis of the implementation of securities investment; If the situation of the investment object deteriorates and the investment is faced with major adverse factors such as losses, the company will take corresponding measures in time to strictly control the investment risk and timely fulfill the letter Phi obligation in accordance with the regulatory regulations.
4. In order to ensure the specificity and security of securities investment funds, the company will choose financial institutions with good reputation, large scale and ability to ensure safety to open capital accounts and settlement accounts. During the implementation of securities investment business, qualified professional financial institutions with good credit status and financial status, no bad credit record and strong profitability will be selected, and written contracts will be signed with them to clarify the rights, obligations and legal responsibilities of both parties.
5. During the daily development of securities investment business, the company, its wholly-owned subsidiaries and holding subsidiaries will establish account management and net value change management, and reconcile accounts on a monthly basis to ensure the consistency between accounts and reality.
6. The company’s directors, supervisors, senior managers and staff related to securities investment shall strictly keep confidential the company’s securities investment plan or the specific operation of securities investment, and shall not disclose the above securities investment information to any individual or organization without the permission of the company’s board of directors.
7. The audit committee of the board of directors of the company has the right to investigate and track the company’s securities investment at any time, so as to strengthen the early-stage and tracking management of the company’s securities investment projects and control risks. The board of supervisors of the company has the right to regularly or irregularly inspect the securities investment of the company. Independent directors can inspect the use of securities investment funds and have the right to appoint external audit institutions to conduct special audit of funds. If the audit committee of the board of directors, independent directors and the board of supervisors find illegal operations, they have the right to propose to the board of directors of the company to convene a meeting, adjust or stop securities investment activities.
4、 Impact on the company
On the basis of effective risk control, the company uses its own funds for securities investment, which is conducive to improving the efficiency of fund use and creating more value for the company and all shareholders, without adverse impact on the company’s business activities and damaging the interests of the company and all shareholders.
The company will conduct accounting and presentation in accordance with the requirements of accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 39 – fair value measurement, accounting standards for Business Enterprises No. 37 – presentation of financial instruments and other accounting standards issued by the Ministry of finance. The accounting method in the annual report shall be subject to the opinions of the company’s audit institution.
5、 Opinions of independent directors
After necessary inquiry, understanding and investigation on the company’s financial status, cash flow, operation mode of the company’s cash management business and internal control mechanism, we believe that:
1. The company’s financial situation and cash flow are good. On the premise of not affecting the normal development of the company’s main business, the company (including subsidiaries) uses its own funds to carry out securities investment business appropriately, which is conducive to further improving the use efficiency of its own funds and improving the company’s net asset income rate.
2. The approval procedures of the board of directors of the company for this matter do not violate relevant laws and regulations, normative documents and the articles of association, and do not infringe on the legitimate interests of listed companies and small and medium-sized investors. 3. The board of directors and management of the company have formulated the control mechanism of securities investment business. We urge the company to further improve the risk control mechanism of securities investment business, further ensure the safety of its own funds for securities investment business and further control investment risks.
4. The company shall strictly abide by the relevant provisions of laws and regulations, normative documents and system rules such as the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, the articles of association and the securities investment management system, and carry out decision-making, management, inspection and supervision on securities investment matters, Ensure the safety of self owned funds, strictly control investment risks, and timely fulfill the obligation of information disclosure.
In conclusion, we agree that the company will use its own funds for securities investment this time.
6、 Documents for future reference
1. Resolutions of the 14th meeting of the 4th board of directors;
2. Independent opinions of independent directors on matters related to the 14th meeting of the Fourth Board of directors;
It is hereby announced.
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) board of directors
March 14, 2022
