Stock Code: Jiangsu Azure Corporation(002245) stock abbreviation: Jiangsu Azure Corporation(002245) No.: 2022017 Jiangsu Azure Corporation(002245)
Announcement on carrying out bill pool business 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.
Jiangsu Azure Corporation(002245) (hereinafter referred to as “the company”) deliberated and adopted the proposal on developing bill pooling business in 2022 at the 25th meeting of the Fifth Board of directors on March 19, 2022, and agreed that the company and its subsidiaries within the scope of merger and banks should carry out bill pooling business with an amount of no more than 1 billion yuan from the date of adoption of the general meeting of shareholders to the date of convening the annual general meeting of shareholders of the next year, The company and its corresponding participating subsidiaries can use maximum amount pledge, general pledge, certificate of deposit pledge, bill pledge, guarantee deposit pledge and other reasonable ways to guarantee the establishment and use of the bill pool as needed. Agree to authorize the management to sign relevant agreements and handle specific business. This matter can come into force only after being deliberated and approved by the general meeting of shareholders.
1、 Overview of bill pool business
1. Business Overview
Bill pool business refers to the comprehensive bill management service provided by agreement banks to enterprises, which integrates bill trust and collection, bill pledge pool financing, bill discount, Bill agent query, business statistics and other functions to meet the needs of enterprise customers for unified management and overall use of commercial bills held by them.
2. Cooperative bank
The company plans to select an appropriate commercial bank as the Cooperative Bank of the bill pool business according to the actual situation and specific cooperation conditions. The authorized management of the specific cooperative bank will be finally determined according to the cooperative relationship between the company and the commercial bank, the bill pool business service ability of the commercial bank and other factors.
3. Business term
The duration of the above-mentioned bill pool business is from the date of adoption of the general meeting of shareholders to the date of convening the annual general meeting of shareholders of the next year.
4. Implementation quota
The company and its subsidiaries within the consolidation scope share a bill pool limit of no more than 1 billion yuan, that is, the cumulative spot balance of pledged and mortgaged bills used to carry out bill pool business with all cooperative banks does not exceed 1 billion yuan. This limit can be used on a rolling basis during the business term.
5. Guarantee mode
On the premise of controllable risk, the company and its participating subsidiaries can guarantee the establishment and use of the bill pool by maximum amount pledge, general pledge, certificate of deposit pledge, bill pledge, guarantee deposit pledge and other reasonable methods as needed. The specific guarantee form and amount are authorized to be determined and handled by the management according to the business needs of the company, but shall not exceed the business quota of the bill pool.
2、 Purpose of bill pool business
With the expansion of the company’s business scale, the company collects a large number of commercial acceptance bills, bank acceptance bills, letters of credit and other valuable bills in the process of collecting sales payment due to the increase of customers using bills for settlement. At the same time, the company’s cooperation with suppliers often adopts the method of issuing commercial acceptance bills, bank acceptance bills, letters of credit and other valuable bills for settlement.
1. After receiving bills, the company can deposit the bills receivable into the agreement bank through the bill pool business for centralized management. The bank handles custody, delegated collection and other businesses on behalf of the company, which can reduce the cost of the company’s management of all kinds of valuable bills;
2. The company can use the outstanding stock of negotiable instruments and assets in the bill pool as pledge, and issue bank acceptance bills, letters of credit and other negotiable instruments that do not exceed the pledge amount to pay the supplier’s payment for goods and other business expenses, which is conducive to reducing the occupation of monetary funds, improving the use efficiency of liquid assets and maximizing the shareholders’ equity;
3. Carrying out the bill pool business can manage the company’s bills receivable and bills payable to be issued as a whole, reduce the company’s capital occupation, optimize the financial structure and improve the capital utilization rate.
3、 Risk and risk control of bill pool business
1. Liquidity risk
To carry out the bill pool business, the company needs to open a special margin account for the pledge financing business of the bill pool in the cooperative bank as the entry account for the due collection of the pledged bills under the bill pool. If the due dates of notes receivable and notes payable are inconsistent, the collected funds will enter the margin account where the company applies to the cooperative bank for issuing commercial bills, which will have a certain impact on the liquidity of the company’s funds.
Risk control measures: the company can eliminate this impact by replacing the margin with newly received notes, and the capital liquidity risk is controllable.
2. Business model risk
The company uses the bills entering the bill pool as a pledge and applies to the cooperative bank for issuing commercial bills to pay the supplier’s payment for goods and other operating funds. With the maturity of the pledged bills, the company handles the collection and settlement. If the bills cannot be collected normally when they are due, the amount of the pledged bills is insufficient, resulting in the cooperative bank requiring the company to provide additional guarantee. Risk control measures: after the company and the cooperative bank carry out the bill pool business, the company will arrange special personnel to connect with the cooperative bank, establish the bill pool account, track and manage, timely understand the collection and settlement of expired bills and arrange the company’s newly received bills into the pool, so as to ensure the safety and liquidity of the bills into the pool.
4、 Decision making procedure and organization implementation
1. Within the limit, the general meeting of shareholders of the company authorizes the management of the company to exercise the decision-making power of specific operations and sign relevant contract documents, including but not limited to selecting qualified commercial banks, determining the specific limit, collateral, guarantee form and amount of bill pool that can be used by the company and its subsidiaries;
2. Authorize the financial department of the company to be responsible for organizing and implementing the bill pool business. The financial department of the company will timely analyze and track the business progress of the bill pool. If adverse factors are found or judged, it will take corresponding measures in time to control risks and report to the board of directors of the company at the first time;
3. The audit department is responsible for supervising the development of bill pool business;
4. Independent directors have the right to supervise and inspect the specific conditions of the company’s bill pool business.
5、 Opinions of independent directors
At present, the company is in good operation. The company carries out bill pool business, which can comprehensively manage the company’s bills receivable and bills payable to be issued, reduce the company’s capital occupation, optimize the financial structure and improve the capital utilization rate. We agree that the company and its subsidiaries within the scope of consolidated statements share a bill pool limit of no more than 1 billion yuan, that is, the cumulative spot balance of pledged and mortgaged bills used to carry out bill pool business with all cooperative banks shall not exceed 1 billion yuan. The above quota can be used in a rolling manner. We agree to submit the matter to the shareholders’ meeting for deliberation. 6、 Other matters
The bill pool business quota reviewed this time is the maximum control quota, which is used to replace the quota determined by the company’s 2020 annual general meeting to carry out bill pool business. The company’s existing bill pool business balance will be included in this quota.
The business quota of this bill pool is RMB 1 billion, accounting for 28.03% of the audited net assets attributable to the parent company in 2021.
7、 Documents for future reference 1. Resolutions of the 25th meeting of the 5th board of directors of the company; 2. Independent opinions of independent directors on the development of bill pool business.
Jiangsu Azure Corporation(002245) board of directors March 22, 2002
