Securities code: Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) securities abbreviation: Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) No.: 2022026 Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
Announcement on using self owned idle funds to invest in financial products
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
Important content tips:
1. Investment type: financial products of low-risk and short-term financial institutions (including but not limited to banks, trusts, securities companies, etc.).
2. Investment amount: the amount of investment in financial products is less than 1.5 billion yuan. The above amount can be used jointly by the company and its subsidiaries included in the company’s consolidated statements. The service life of the relevant amount shall not exceed 12 months. The transaction amount at any time point within the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the entrusted financial management amount.
3. Special risk tip: entrusted financial management may have market fluctuation, policy risk, operational risk and other risk factors, and the investment income is uncertain. Please pay attention to investment risks.
In order to improve the use efficiency of self owned funds and make rational use of idle funds, Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (hereinafter referred to as “the company”) held the 26th meeting of the Fifth Board of directors on March 25, 2022. With 9 people in favor, 0 against and 0 abstention, the proposal on using self owned idle funds to invest in financial products was deliberated and adopted, agreeing that the company, under the condition of meeting the capital needs of normal operation, R & D, production and construction, Appropriately invest in financial products of low-risk and short-term financial institutions (including but not limited to banks, trusts, securities companies, etc.) according to their own idle funds and investment and operation plans. The amount of investment in financial products is less than RMB 1.5 billion, and the above quota can be used jointly by the company and its subsidiaries included in the company’s consolidated statements. The service life of the relevant quota shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the entrusted financial management quota; The board of directors authorizes the management of the company to implement relevant matters, and the authorization period is valid within one year from the date of deliberation and approval by the board of directors. The details are announced as follows:
1、 Investment overview
1. Investment purpose
In order to improve the use efficiency of self owned funds and make rational use of idle funds, some self owned idle funds are used to purchase low-risk short-term financial products and increase the company’s income without affecting the normal operation of the company (including subsidiaries included in the consolidated statements). This item will not affect the development of the company’s main business, and the fund use arrangement is reasonable.
2. Investment quota
The company (including subsidiaries included in the consolidated statements) plans to use its own idle funds with a quota of no more than RMB 1.5 billion to purchase low-risk short-term financial products. Within the above limit, the funds can be used on a rolling basis; The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the entrusted financial management limit.
3. Investment mode
The company (including subsidiaries included in the scope of consolidated statements) uses its own idle funds to invest in financial products of low-risk short-term financial institutions (including but not limited to banks, trusts, securities companies, etc.). In order to effectively control risks, within the above limit, the funds will only purchase low-risk short-term financial products, and shall not involve securities investment and derivatives transactions specified in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions.
4. Investment period
Effective within one year from the date of deliberation and adoption at the 26th meeting of the 5th board of directors.
5. Source of funds
Under the condition of ensuring the funds required for normal operation and development, the funds proposed by the company (including the subsidiaries included in the consolidated statements) for the above investment come from the idle self owned funds of the company (including the subsidiaries included in the consolidated statements). The source of funds is legal and compliant, and the raised funds and bank credit funds are not used for direct or indirect investment.
6. The trustee of financial products to be purchased by the company shall be a financial institution (including but not limited to banks, trusts, securities companies, etc.) and has no affiliated relationship with the company.
2、 Review procedure
The proposal on using its own idle funds to invest in financial products has been deliberated and adopted at the 26th meeting of the 5th board of directors.
The amount of this foreign investment is within the decision-making authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation and approval. This investment does not constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
3、 Investment risk analysis and risk control measures
(I) investment risk
1. The company (including subsidiaries included in the scope of consolidated statements) purchases financial products of low-risk short-term financial institutions (including but not limited to banks, trusts, securities companies, etc.), which does not involve securities investment and derivatives transactions specified in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, and the risk is controllable; However, the financial market is greatly affected by the macro-economy, and it is not ruled out that the investment is affected by market fluctuations;
2. Risk of fund deposit and use;
3. Operation and moral hazard of relevant personnel.
(II) risk control measures
1. The company has formulated relevant management systems in accordance with the Listing Rules of Shenzhen Stock Exchange and other relevant system requirements, and stipulated the staffing of entrusted financial management, account and fund management system, decision-making procedures, reporting system, internal control and risk monitoring and management measures;
2. The financial department of the company will timely analyze and track the investment direction and project progress of financial institutions’ financial products. If the assessment finds that there are risk factors that may affect the safety of the company’s funds, corresponding measures will be taken in time to control the investment risk;
2. The internal audit department of the company is responsible for auditing and supervising the use and custody of low-risk investment and wealth management funds, comprehensively inspecting the investment projects of wealth management products of financial institutions at the end of each quarter, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the Audit Committee;
3. Independent directors shall inspect the use of low-risk investment and financial management funds. On the basis of the audit and supervision of the company’s internal audit department, the independent directors mainly focus on the verification of the audit committee of the board of directors;
4. The board of supervisors shall supervise and inspect the use of financial management funds;
5. The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
4、 Impact of entrusted financial management on the company
(I) impact of entrusted financial management on the company
The company’s financial management funds are limited to the company’s own idle funds (including subsidiaries included in the scope of consolidated statements). In the specific investment decision-making, the premise will be to ensure the company’s daily operation and production, R & D and construction needs, and the flexibility of product redemption will be considered according to the cash flow. Therefore, investing in financial institutions’ financial products will not affect the company’s daily production and operation, and will help to improve the cash income of idle funds and reduce financial costs.
(II) accounting policies and accounting principles
The company (including subsidiaries included in the scope of consolidated statements) will conduct corresponding accounting for entrusted financial management in accordance with the accounting standards for business enterprises and other relevant provisions of the Ministry of finance.
5、 Opinions of independent directors and board of supervisors
(I) independent directors express independent opinions as follows:
The company has a sound operation, stable finance and sound and effective internal control measures. Without affecting the daily operation, R & D, production and construction needs of the company and ensuring the safety of funds, investing short-term self owned idle funds in short-term and low-risk financial institutions (including but not limited to banks, trusts, securities companies, etc.) financial products can improve the use efficiency of self owned funds and obtain certain investment income, which is in line with the overall interests of the company and does not harm the company and all shareholders, Especially the interests of minority shareholders. Necessary procedures have been implemented for this decision, and relevant approval and decision-making procedures are legal and compliant. We agree that the company can use its own idle funds of less than RMB 1.5 billion to purchase financial products of low-risk and short-term financial institutions. The above amount can be jointly used by the company and its subsidiaries included in the company’s consolidated statements.
(II) the opinions of the board of supervisors are as follows:
At present, the company operates in good condition and operates normally. On the premise of ensuring liquidity and capital safety, using its own idle funds within RMB 1.5 billion to buy financial products of low-risk short-term financial institutions (including but not limited to banks, trusts, securities companies, etc.) is conducive to improving the efficiency of capital use and obtaining a certain investment income. Necessary procedures have been performed for this decision, and relevant approval and decision-making procedures comply with laws and regulations and the articles of association.
The board of supervisors agrees that the company and its subsidiaries included in the consolidated statements of the company use their own idle funds of less than 1.5 billion yuan to invest in low-risk and short-term financial products of financial institutions. Within the above limit, the funds can be used on a rolling basis, and the term is valid for one year from the date of deliberation and approval by the board of directors.
6、 Verification opinions of the recommendation institution
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) using its own idle funds to invest in financial products has been deliberated and approved by the board of directors and the board of supervisors, and the board of supervisors and independent directors have expressed explicit consent, which is in line with relevant laws and regulations and the articles of Association; The amount of this foreign investment is within the decision-making authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation and approval, which is in line with the provisions of relevant laws and regulations and the articles of association.
Without affecting the daily operation, R & D, production and construction needs and ensuring the safety of funds, the company invests its short-term idle funds in short-term and low-risk financial institutions (including but not limited to banks, trusts, securities companies, etc.) financial products, which can improve the use efficiency of its own funds and obtain certain investment income, which is in line with the overall interests of the company and does not harm the company and all shareholders, Especially the interests of minority shareholders.
Therefore, Huaying securities has no objection to the company’s use of its own idle funds to invest in financial products.
7、 Documents for future reference
1. Resolutions and announcements of the 26th meeting of the 5th board of directors;
2. Independent opinions expressed by independent directors on relevant matters of the company;
3. Resolutions and announcements of the 20th meeting of the 5th board of supervisors;
4. Verification opinions of the recommendation institution;
5. The company’s internal control system for investment;
6. Other documents required by the CSRC and the Shenzhen Stock Exchange. It is hereby announced
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) board of directors
March 29, 2002
