Securities code: Zhejiang Meorient Commerce & Exhibition Inc(300795) securities abbreviation: Zhejiang Meorient Commerce & Exhibition Inc(300795) Announcement No.: 2022017
Zhejiang Meorient Commerce & Exhibition Inc(300795)
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.
The fourth meeting of the board of directors (hereinafter referred to as the “proposal on the safe use of the company’s own funds”) was held on the 22nd day of the 15th session of the board of directors on the premise that the company’s own funds should not be used for the safe use of more than 20000 yuan Capital guaranteed financial products with good liquidity. The term shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company, and shall be used in a rolling manner within the authorized limit. Within the limit, the board of directors authorizes the chairman to exercise the investment decision and sign relevant contract documents. This proposal needs to be submitted to the general meeting of shareholders for deliberation. The specific contents are hereby announced as follows:
1、 Basic information of cash management using idle self owned funds this time
1. Investment purpose
In order to improve the use efficiency of the company’s idle self owned funds, the company uses the idle self owned funds to purchase products with high safety and good liquidity on the premise of ensuring the daily operation capital demand and capital safety, so as to increase the investment income.
2. Investment varieties
The company will strictly control risks in accordance with relevant regulations, strictly evaluate the cash management products to be purchased with its own funds, and plan to purchase cash management products with high safety and good liquidity. The purchase channels include but are not limited to commercial banks, securities companies and other financial institutions. The relevant product varieties do not involve high-risk investments such as securities investment and derivatives trading stipulated in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM. The products to be invested by the company have high safety and good liquidity, and will not affect the normal operation of its own capital investment plan. Investment products shall not be pledged.
3. Limit and term
The company plans to use idle self owned funds of no more than 200 million yuan for cash management, with a service life of 12 months, which can be recycled and used within the above limit and period from the date of deliberation and approval by the general meeting of shareholders of the company.
4. Source of funds
The company idle its own funds.
5. Investment decision and implementation method
According to the articles of association, the company’s foreign investment management system and other provisions, the total amount of the planned cumulative investment does not reach 50% of the company’s latest audited net assets. The purchase amount needs to be reviewed and approved by the company’s board of directors, board of supervisors and general meeting of shareholders. Within the above investment limit (i.e. RMB 200 million), investment products must be purchased in the name of the company. The board of directors authorizes the management of the company to exercise relevant investment decision-making power and sign documents within the specified limit.
2、 Risk analysis and risk control measures
Although cash management products with high security and good liquidity are low-risk investment products, the financial market is greatly affected by macroeconomic, fiscal and monetary policies, so it is not ruled out that this investment may be affected by market fluctuations. According to the specific economic situation, the company will choose the right time and buy in a timely and appropriate amount. In view of possible investment risks, the company formulates the following control measures:
1. The company will continue to improve the internal control system of investment and financial management, maintain a stable investment concept, and appropriately adjust the investment portfolio according to the economic situation and other external environment.
2. The company’s management and relevant financial personnel will continue to track the investment direction of cash management products and the progress of the project, and will take corresponding preservation measures in time to control the investment risk. In case of major adverse factors such as the deterioration of the financial situation of the product issuer and the loss of the invested products, the company will disclose the announcement in time and ensure the safety of funds to the greatest extent.
3. The company’s audit department, independent directors and the board of supervisors will supervise and verify the use of funds, and will hire professional institutions to audit when necessary.
4. In strict accordance with relevant laws and regulations, the company disclosed the investment and corresponding profits and losses of bank principal guaranteed products during the reporting period in regular reports.
3、 Impact on the company
The company insists on standardized operation and risk prevention. Under the condition of ensuring the normal operation and capital safety of the company, the company uses some idle self owned funds for cash management, which will not affect the normal development of the company’s business. At the same time, it can improve the efficiency of capital use, obtain certain investment income and obtain more investment returns for the company and shareholders.
4、 Relevant review and approval procedures
1. On March 21, 2022, the 22nd Meeting of the Fourth Board of directors of the company deliberated and approved the proposal on using idle self owned funds for cash management, which agreed that the company would use idle self owned funds with a limit of no more than 200 million yuan for cash management and purchase principal guaranteed financial products with high safety and good liquidity, which would be effective within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company, Within the above quota and term, the funds can be used on a rolling basis.
2. On March 21, 2022, the 15th meeting of the Fourth Board of supervisors of the company deliberated and approved the proposal on using idle self owned funds for cash management, and agreed that the company would use idle self owned funds with an amount of no more than 200 million yuan for cash management and purchase principal guaranteed financial products with high safety and good liquidity, which would be effective within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company, and within the above amount and period, Funds can be used on a rolling basis.
3. Opinions of independent directors:
The company and its wholly-owned subsidiaries intend to use idle self owned funds with a balance of no more than 200 million yuan for cash management to invest in products with high safety, good liquidity and meeting the capital preservation requirements. The term of investment in a single product shall not exceed 12 months. The use of idle self owned funds for cash management this time is conducive to improving the use efficiency of funds and increasing capital operation income, which is in line with the interests of the company and all investors, and in line with relevant laws and regulations such as Shenzhen Stock Exchange gem stock listing rules (revised in December 2020), Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies Regulations and normative documents. It is agreed that the company and its wholly-owned subsidiaries will use idle self owned funds for cash management this time.
4. Opinions of the sponsor:
The company’s intention to use idle self owned funds of no more than 200 million yuan for cash management has fulfilled the necessary deliberation procedures of the board of directors and the board of supervisors. The consent of independent directors will not affect the normal production and operation activities of the company, which 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. In conclusion, the sponsor agrees to the company’s use of idle self owned funds for cash management, which will be implemented after being deliberated and approved by the general meeting of shareholders of the company.
5、 Documents for future reference
1. Resolutions of the 22nd Meeting of the 4th board of directors;
2. Resolutions of the 15th meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on matters related to the 22nd Meeting of the Fourth Board of directors;
4. Sinolink Securities Co.Ltd(600109) verification opinions on Zhejiang Meorient Commerce & Exhibition Inc(300795) using idle raised funds and self owned funds for cash management.
It is hereby announced!
Zhejiang Meorient Commerce & Exhibition Inc(300795) board of directors March 23, 2022
