Securities code: Foshan Nationstar Optoelectronics Co.Ltd(002449) securities abbreviation: Foshan Nationstar Optoelectronics Co.Ltd(002449) Announcement No.: 2022018 Foshan Nationstar Optoelectronics Co.Ltd(002449)
Announcement on continuing to carry out bill pool business
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.
Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as “the company”) held the 17th meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors on March 22, 2022, deliberated and adopted the announcement on continuing to carry out bill pooling business, and agreed that the company and its subsidiaries planned to continue to carry out bill pooling business, with a total spot balance of no more than RMB 5 billion.
This proposal shall take effect after being deliberated and approved by the general meeting of shareholders of the company, and the business implementation period is 1 year from the date of deliberation and approval by the general meeting of shareholders. The relevant information is hereby announced as follows:
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 term of this note pool business is one year from the date of deliberation and approval by the 2021 annual general meeting of shareholders. 4. Implementation quota
The company and its subsidiaries share the implementation quota of bill pooling business of no more than 5 billion yuan, that is, the spot balance of pledged and mortgaged bills used by all cooperative banks to carry out bill pooling business at a certain point in the term of validity shall not exceed 5 billion yuan. During the term of business, this quota can be used on a rolling basis. The specific business handling shall be determined by the chairman of the company according to the business needs of the company and its subsidiaries and the principle of maximizing the interests of the system.
5. Guarantee mode
Under the premise of controllable risk, the establishment and use of bill pool can be guaranteed by bill pledge, guarantee deposit pledge and other reasonable methods. 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 and income scale, in the process of collecting accounts, the number of bills collected increased rapidly. At the same time, the volume of procurement business increased significantly year-on-year, and the demand for external payment for procurement goods also increased rapidly.
1. Entrust the bank to keep the bills, identify the authenticity of the bills, automatically collect the bills at maturity, and realize the informatization of paper bills, so as to improve the efficiency and standardization of bill management and reduce the cost and risk of bill management.
2. In terms of external settlement, the company can maximize the use of bill stock to convert it into external payment means, make effective use of the company’s bill assets, balance the receipt and payment of the company’s operating funds, reduce financial costs, reduce the occupation of monetary funds, improve the overall asset quality and maximize shareholders’ rights and interests.
3. The bill pool can be packaged for overall financing, which can obtain a more favorable interest rate than single bill financing and reduce financial costs. At the same time, for the funds collected by bill collection, short-term financial management business can be flexibly configured to obtain value-added income, optimize financial structure, improve capital utilization and increase working capital and capital income.
4. Paper bills and electronic bills are centrally managed. The company headquarters can master the bill assets of each member unit, realize the overall use of internal bills, improve financing flexibility and comprehensively revitalize bill assets.
3、 Risk and risk control of bill pool business
1. Liquidity risk
Through the operation of bill pool business, the maturity mismatch of bills receivable and bills payable is frequent, which has a certain impact on the liquidity of the company’s funds. The company can alleviate this pressure by replacing old tickets with new ones. Moreover, the company has sufficient working capital and sufficient bank credit line, so the liquidity risk is controllable. 2. Safety risk
Note pool cooperative banks are limited to national state-owned banks and joint-stock commercial banks. The business implementation process adopts gradual pilot, and the business volume will be increased after improving the operation scheme and process. In addition, special personnel will be set for management, regular tracking and regular reconciliation to ensure the safety of the company’s funds.
3. Guarantee risk
The bill pool business is to pledge the company’s bills first, and then determine the pledge limit of the bill pool according to the bill value and pledge rate. The headquarters and subsidiaries of the company will enjoy the corresponding invoicing or financing limit within the pledge bill limit provided by themselves. If the limit needs to be used in series under special circumstances, it needs to go through the legal approval procedures. Therefore, the guarantee risk of the bill pool business is relatively controllable and the risk is small.
4. Business compliance risk.
The company’s bill pool business is audited and supervised by the internal audit department from time to time, the contract audit is reviewed by the legal department, the authority of the operation post is separated, and the operation is carried out by employees in different posts to ensure the authenticity and compliance of the business. 4、 Decision making procedure and organization implementation
1. Within the limit, the general meeting of shareholders of the company authorizes the chairman of the company to exercise the decision-making power of specific operations and sign relevant contract documents, including but not limited to selecting qualified cooperative 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 auditing and supervising the development of bill pool business;
4. The independent directors and the board of supervisors have the right to supervise and inspect the specific conditions of the company’s bill pool business. 5、 Opinions of independent directors and board of supervisors
1. Opinions of independent directors
At present, the company is in good operation and stable financial condition. The company’s implementation of bill pool business can comprehensively manage the company’s bills receivable and bills payable, optimize the financial structure, reduce capital occupation, and improve bill income and capital utilization. At the same time, the company has conducted risk assessment on relevant bill pool business and established a risk disposal plan, which can effectively prevent and control capital risks and maintain the safety of the company’s funds.
We agree that the company and its subsidiaries continue to carry out the bill pool business, and the shared implementation amount shall not exceed RMB 5 billion. The above amount can be used on a rolling basis, and agree to submit the proposal on continuing the bill pool business to the general meeting of shareholders of the company for deliberation.
2. Opinions of the board of supervisors
After review, the board of supervisors believes that the bill pool business is helpful to meet the company’s expanding sales scale and equipment investment, optimize the company’s working capital management, and will not have an adverse impact on the company’s operation. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The decision-making procedure for this matter is legal and compliant. Therefore, it is agreed that the company and its subsidiaries continue to carry out bill pool business, and the amount of shared implementation shall not exceed 5 billion yuan.
6、 Documents for future reference
1. Resolution of the 17th meeting of the 5th board of directors of the company; 2. Resolution of the 14th meeting of the 5th board of supervisors of the company; 3. Independent opinions of independent directors on matters related to the 17th meeting of the Fifth Board of directors. It is hereby announced.
Foshan Nationstar Optoelectronics Co.Ltd(002449) board of directors
March 24, 2022
