Securities code: Shenzhen Crastal Technology Co.Ltd(300824) securities abbreviation: Shenzhen Crastal Technology Co.Ltd(300824) Announcement No.: 2022014 Shenzhen Crastal Technology Co.Ltd(300824)
Announcement on using idle self owned funds for securities investment
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.
Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as "the company") deliberated and adopted the proposal on using idle self owned funds for securities investment at the 20th meeting of the third board of directors and the 18th meeting of the third board of supervisors held on March 23, 2022. Under the premise of effectively controlling the daily use of idle funds, the company plans to further improve the efficiency of its own funds.
1、 Overview of securities investment
1. Investment purpose
In order to improve the use efficiency of idle self owned funds, on the premise of ensuring the capital demand of daily production and operation and effectively controlling investment risks, the company plans to use idle self owned funds for securities investment to maximize income on the premise of controllable risks.
2. Investment quota
The company and its holding subsidiaries intend to use their own funds of no more than 50 million yuan (including 50 million yuan, the same below) for securities investment. Within this amount, the funds can be used in a rolling manner, and the income from investment can be reinvested.
3. Source of funds
All use the company's own funds, do not use the raised funds, and the source of funds is legal and compliant.
Within the scope permitted by national policies, on the premise of controlling investment risks, and on the principle of improving capital use efficiency and maximizing returns, invest in securities in the securities market, including but not limited to:
(I) allotment and subscription of new shares;
(II) additional issuance and allotment of shares by listed companies;
(III) treasury bonds and corporate bonds (including convertible bonds);
(IV) listed securities and their derivatives (including stocks, funds, bonds, stock index futures, etc.);
(V) investment in entrusted financial products for the purpose of securities investment;
(VI) other securities investment activities recognized by the stock exchange.
5. Investment period
From the date of deliberation and approval of the current board of directors to the date of convening the board of directors of the next year.
6. Investment mode
Within the limit, the chairman of the company is authorized to exercise the right to use the company's own idle funds within the limit of 50 million yuan (including 50 million yuan), and lead the relevant teams of the company to implement it. The normal operation of the company shall not be affected by other investment matters at the same time.
2、 Investment risk and risk control measures
1. Investment risk
(1) Securities investment is greatly affected by the changes of macroeconomic situation, fiscal and monetary policies, exchange rate and capital. The investment is affected by market fluctuations, and the investment income is uncertain;
(2) The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of securities investment is unpredictable;
(3) 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;
(4) At the same time, there is also a risk of principal loss due to human operation errors.
2. Risk control measures
(1) The company has formulated the securities investment management system, which makes detailed provisions on the principles of securities investment, account management, fund management, approval authority, investment management, risk control, internal information reporting procedures and information disclosure, so as to effectively control and prevent operational risks;
(2) Since there are still certain market risks and investment risks in securities investment, the company will strengthen market analysis, research and personnel training, timely adjust investment strategy and scale according to changes in market environment, and strictly control investment risks;
(3) If necessary, external personnel with rich practical investment management experience can be employed to provide consulting services for the company's venture capital, so as to ensure that the company carries out strict and scientific demonstration before investment and provide reasonable suggestions for correct decision-making;
(4) The audit committee of the board of directors shall regularly supervise and inspect the implementation procedures and investment results of securities investment with some idle self owned funds;
(5) The board of supervisors has the right to conduct regular or irregular inspection on the company's securities investment. If any illegal operation is found, it can propose to convene the board of directors to review and stop the company's securities investment activities;
(6) The company will do a good job in relevant information disclosure and reporting in accordance with the relevant provisions of Shenzhen Stock Exchange.
3、 Description of approval procedures to be performed
The securities investment has been deliberated and approved at the 20th meeting of the third board of directors of the company; This securities investment does not need to be submitted to the general meeting of shareholders for deliberation; This securities investment does not constitute a connected transaction.
4、 Impact on the company
1. The company's use of some idle self owned funds for securities investment complies with the provisions of relevant laws and regulations, and will not affect the normal development of the company's main business on the premise of ensuring that it will not affect the company's daily operation.
2. Through appropriate securities investment business, we can improve the efficiency of capital use, obtain certain investment income, and seek more investment returns for the company and shareholders.
5、 Relevant review and approval procedures
1. Deliberations of the board of directors
After deliberation, in order to improve the efficiency of capital use and increase the income from capital operation, the board of directors agreed that the company and its holding subsidiaries use idle self owned funds with a maximum amount of no more than 50 million yuan (including 50 million yuan) for securities investment without affecting the normal development of the company's main business. From the date of deliberation and approval of the current board of directors to the date of convening the board of directors of the next year. Within the above quota range and investment period, the funds can be recycled and used in a rolling manner. The board of directors of the company authorizes the chairman to exercise the investment decision-making power, sign relevant contract documents, and arrange special personnel to be responsible for the implementation of relevant matters.
2. Deliberation of the board of supervisors
After review, the board of supervisors believes that the use of some idle self owned funds for securities investment by the company and its holding subsidiaries can improve the use efficiency of the company's funds and increase the capital operation income, will not affect the normal development of the company's main business, and there is no damage to the interests of the company and minority shareholders. The decision-making and deliberation procedures of this matter are legal and compliant. The company has formulated the securities investment management system and other internal control measures, which can effectively control and prevent the risks of securities investment business. It is agreed that the company and its holding subsidiaries use idle self owned funds with a maximum amount of no more than 50 million yuan (including 50 million yuan) for securities investment.
3. Opinions of independent directors
After review, the independent directors of the company believe that the company's current operation is normal and its financial condition and cash flow are good. On the premise of ensuring capital liquidity and safety, the company and its holding subsidiaries use some idle self owned funds for securities investment, which is conducive to improving the company's capital income level and enhancing the company's profitability, and will not have an adverse impact on the company's production and operation, There is no harm to the interests of the company and all shareholders, especially minority shareholders.
The decision-making and deliberation procedures of this matter are legal and compliant. The board of directors of the company has formulated practical and effective securities investment management system and other internal control measures, so that the safety of funds can be guaranteed and the investment risk can be effectively controlled. In conclusion, all independent directors unanimously agree that the company and its holding subsidiaries use their own funds with a maximum amount of no more than 50 million yuan (including 50 million yuan) for securities investment.
4. Verification opinions of the recommendation institution
After verification, the recommendation institution believes that: Shenzhen Crastal Technology Co.Ltd(300824) the use of idle self owned funds for securities investment has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have expressed independent opinions on the matter and fulfilled the necessary internal approval procedures, which is in line with the Listing Rules of GEM stocks of Shenzhen Stock Exchange According to the requirements of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, there is no damage to the interests of shareholders of the company. In conclusion, the recommendation institution has no objection to the company's use of idle self owned funds for securities investment.
Since the investment scope of the company is high-risk investment, the recommendation institution requests the board of directors and corresponding responsible managers of the company to pay full attention to the potential risks brought by securities investment to the company, and strictly implement the articles of association, securities investment management system and its approval procedures.
6、 Documents for future reference
1. Resolutions of the 20th meeting of the third board of directors;
2. Resolutions of the 18th meeting of the third board of supervisors;
3. Independent opinions of independent directors on matters related to the 20th meeting of the third board of directors;
4. Verification opinions of Zhongshan Securities Co., Ltd. on Shenzhen Crastal Technology Co.Ltd(300824) using idle self owned funds for securities investment issued by the sponsor Zhongshan Securities Co., Ltd. It is hereby announced.
Shenzhen Crastal Technology Co.Ltd(300824) board of directors
March 24, 2022
