Stock abbreviation: Foshan Electrical And Lighting Co.Ltd(000541) (A shares) Guangdong lighting B (B shares)
Stock Code: Foshan Electrical And Lighting Co.Ltd(000541) (A shares) 200541 (B shares)
Announcement No.: 2022020
Foshan Electrical And Lighting Co.Ltd(000541)
Announcement on carrying out bill pool business
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The company held the 28th meeting of the 9th board of directors on March 22, 2022, deliberated and approved the proposal on developing bill pool business, and agreed that the company and its holding subsidiaries (including Foshan Nationstar Optoelectronics Co.Ltd(002449) , the same below) should carry out bill pool business of no more than RMB 7.5 billion for a period of one year from the date of deliberation and approval by the general meeting of shareholders. During the business period, the amount can be used on a rolling basis. At the same time, the chairman of the company is authorized 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 amount, collateral, guarantee form and amount of bill pool that can be used by the company and its holding subsidiaries. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant contents are 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 cooperative bank to carry out the bill pool business is a national commercial bank. The specific cooperative bank is determined according to the cooperative relationship between the company and commercial banks, the bank’s bill pool service ability and other comprehensive factors.
3. Business term
The duration of the above-mentioned bill pool business is one year from the date of deliberation and approval by the general meeting of shareholders. 4. Implementation quota
The company and its holding subsidiaries plan to carry out the bill pool business of no more than 7.5 billion yuan, that is, the spot balance of pledged and mortgaged bills used by all cooperative banks to carry out the bill pool business shall not exceed 7.5 billion yuan. During the business term, this amount can be used on a rolling basis.
2、 Purpose of carrying out bill pool business and its impact on the company
With the expansion of the company’s business scale, the amount of bills collected increases rapidly in the process of collecting accounts. At the same time, the amount of materials purchased by the company increases accordingly, and the demand for issuing bills to pay for goods also increases year-on-year. The company’s bill pool business is conducive to:
1. Entrust the bank to keep the bills, identify the authenticity of the bills, automatic collection at maturity, informatization of paper bills, etc., 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 the stock of bills 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 the occupation of monetary funds, improve the use efficiency of assets, and maximize the rights and interests of the company and shareholders. 3. Centralized management of paper bills and electronic bills enables the company to master the bill assets of its subsidiaries, realize the overall use of internal bills, improve financing flexibility and comprehensively revitalize bill assets.
3、 Risk analysis and control measures 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. In addition, after the establishment of the joint-stock bank, the business process of the company will be limited to the regular check-in pool of state-owned banks and the implementation of the joint-stock bank. In addition, the company will gradually set up a special person to track the business process of state-owned banks and guarantee the security of commercial bills.
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 company and subsidiaries will enjoy the corresponding invoicing or financing limit within the pledge bill limit provided by themselves. If the amount 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、 Decision making procedure and organization implementation
1. Within the limit, authorize 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
The independent directors believe that the company and its holding subsidiaries can reduce the use cost of the company’s bills, reduce the occupation of funds, optimize the financial structure and improve the utilization rate of funds, without damaging the interests of the company and shareholders, especially small and medium-sized shareholders. We agree that the company and its holding subsidiaries carry out bill pool business with a total amount of no more than 7.5 billion yuan, and the above amount can be recycled and used within the validity period of the business.
6、 Opinions of the board of supervisors
The board of supervisors believes that the company’s bill pool business this time can improve the use efficiency of the company’s bill assets and optimize the company’s fund management, will not affect the normal development of the company’s main business, and will not damage the interests of the company and shareholders. It is agreed that the company and its holding subsidiaries carry out note pool business with a total amount of no more than RMB 7.5 billion, and the above amount can be used on a rolling basis.
7、 Documents for future reference
Resolutions of the 28th meeting of the board of directors of the company;
2. Independent opinions of independent directors;
3. Resolutions of the 12th meeting of the ninth board of supervisors of the company.
Foshan Electrical And Lighting Co.Ltd(000541) board of directors March 22, 2022
