Stock Code: Tianshui Zhongxing Bio-Technology Co.Ltd(002772) stock abbreviation: Tianshui Zhongxing Bio-Technology Co.Ltd(002772) Announcement No.: 2022027 bond Code: 128026 bond abbreviation: Zhongxing convertible bond
Tianshui Zhongxing Bio-Technology Co.Ltd(002772)
Announcement on using some idle self owned funds for entrusted financial 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.
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) (hereinafter referred to as “the company”) held the 12th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors on March 23, 2022, deliberated and adopted the proposal on using part of idle self owned funds for entrusted financial management, and agreed that the company (including subsidiaries) would not affect the normal operation and capital safety, Use no more than 150 million yuan of idle self owned funds (including the amount of entrusted financial products that have not expired as of the date of the board of directors, the same below) for entrusted financial management, and the use period of the limit shall be within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the limit and validity period, the funds can be used on a rolling basis, and the amount of entrusted financial management (including the relevant amount of reinvestment of the income of the above investment) at any point in the term shall not exceed 150 million yuan. The board of directors of the company requests the general meeting of shareholders to authorize the management of the company to exercise investment decision-making power and sign relevant documents. The independent directors of the company expressed their consent.
This item does not involve related party transactions, nor does it constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies. 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. 1 – standardized operation of listed companies on the main board and the articles of association, this matter needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Overview of entrusted financial management
(I) purpose of entrusted financial management and source of funds
In order to improve the use efficiency of the company’s (subsidiary’s) own funds and obtain better investment returns for the company and all shareholders, some idle own funds are used for entrusted financial management on the premise of ensuring the company’s daily operation, project construction and other capital needs and effectively controlling risks.
(II) amount and service life of entrusted financial management
The idle self owned funds of no more than 150 million yuan shall be used for entrusted financial management, which shall be effective within 12 months after the deliberation and approval of the general meeting of shareholders, and the funds can be used on a rolling basis, but the amount of entrusted financial management (including the amount of reinvestment of the above-mentioned investment income) at any time point shall not exceed 150 million yuan.
(III) entrusted financial products
The company plans to entrust banks, trusts, securities, funds, futures, insurance asset management institutions and other financial institutions to conduct investment and wealth management with controllable risks or purchase their wealth management products, including but not limited to bank wealth management, trust plan, asset management plan, etc.
(IV) implementation mode
Within the above limit, the board of directors requests the general meeting of shareholders to authorize the company’s operation and management to be responsible for organizing the implementation and signing relevant contract documents, and the company’s financial department is responsible for the implementation.
(V) information disclosure
The company will perform the obligation of information disclosure in accordance with relevant laws, regulations and normative documents.
2、 Review procedures of entrusted financial management
After the general meeting of shareholders of the company deliberates and passes the proposal on using some idle self owned funds for entrusted financial management, the company will implement it in strict accordance with relevant laws and regulations and the company’s entrusted financial management system.
3、 Investment risk analysis and risk control measures
The entrusted financial management business carried out by the company can avoid the investment risk caused by the change of policy and operation of financial products by selecting investment products with high safety and good liquidity; Through daily business dealings with qualified financial institutions, the company can timely grasp the dynamic changes of the invested financial products, so as to reduce the investment risk; The company will prudently carry out entrusted financial management according to its own capital status and the income and risk of financial products. (I) investment risk analysis
1. Risk of income uncertainty: the financial market is affected by macroeconomic policies, economic trends and other factors. The company will intervene in a timely and appropriate manner according to the economic situation and changes in the financial market. Therefore, the actual income of entrusted financial management is unpredictable.
2. Capital liquidity risk: the redemption and sale of investment products and the realization of investment income are affected by the price factors of corresponding products and need to abide by the corresponding transaction settlement rules and agreements. Compared with monetary funds, there is a certain liquidity risk.
3. Operational risk: there are uncertain risks in the operation process of relevant staff.
(II) risk control measures
1. The company will strictly abide by the principle of prudent investment, operate the investment amount in strict accordance with the amount approved by the general meeting of shareholders, and implement it in strict accordance with relevant laws and regulations, normative documents and relevant provisions of the company’s entrusted financial management system;
2. The financial department of the company will continue to pay attention to tracking and supervising the implementation progress of entrusted financial activities and implement various risk control measures;
3. The internal audit department of the company is responsible for reviewing the approval, actual handling, fund use, profit and loss of financial management business, and auditing and supervising the entrusted financial management projects;
4. Independent directors have the right to verify the company’s financial management business. If necessary, two or more independent directors have the right to hire an independent external audit institution to conduct a special audit of the entrusted financial management funds;
5. The board of supervisors has the right to inspect and supervise the use of entrusted financial management funds on a regular or irregular basis. 4、 Impact on the daily operation of the company
According to the company’s (subsidiary’s) business development plan and financial situation, on the premise of ensuring the company’s daily operation and capital liquidity and safety, the company uses some idle self owned funds for entrusted financial management, which will not affect the normal needs of the company’s daily capital turnover and the normal development of the company’s main business. It is conducive to improve the utilization efficiency and income of idle funds, further improve the overall income of the company, and seek more return on investment for the shareholders of the company.
5、 Description of special opinions
(I) opinions of independent directors
After reviewing relevant materials, we believe that the company’s use of idle self owned funds for entrusted financial management on the premise of controlling risks is conducive to improving the use efficiency of idle self owned funds of the company (including subsidiaries) and increasing income, will not have an adverse impact on the company’s production and operation, and will not damage the interests of the company and all shareholders, especially minority shareholders. The investment decision-making procedure complies with relevant laws and regulations. Therefore, we agree that the company (including subsidiaries) can use some idle self owned funds for entrusted financial management.
(II) opinions of the board of supervisors
According to the progress of the construction project and the demand for daily funds, the company (subsidiary) can obtain certain investment benefits by using idle self owned funds for entrusted financial management on the premise of ensuring that it does not affect the normal operation and capital safety, which is conducive to improving the overall performance level of the company, does not damage the interests of the company and all shareholders, and complies with the provisions of relevant laws and regulations.
6、 Documents for future reference
1. Resolution of the 12th meeting of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) the 4th board of directors; 2. Resolution of the 6th meeting of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) the 4th board of supervisors; 3. Independent opinions of independent directors on matters related to the 12th meeting of the Fourth Board of directors of the company.
It is hereby announced
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) board of directors March 23, 2022
