Securities code: Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) securities abbreviation: Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) Announcement No.: 2022009 Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513)
Announcement on using idle self owned funds for cash management
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) (hereinafter referred to as “the company”) held the second meeting of the third board of directors and the second meeting of the third board of supervisors on March 28, 2022, deliberated and approved the proposal on using idle self owned funds for cash management, and agreed that the company and its subsidiaries use idle self owned funds of no more than 800 million yuan for cash management within 18 months from the date of deliberation and approval by the board of directors, The product term shall not exceed 15 months. The product risk level is low risk (corresponding to the internal rating of financial institutions as R1, PR1 or other rating levels equivalent to low risk), medium and low risk (corresponding to the internal rating of financial institutions as R2, PR2 or other rating levels equivalent to medium and low risk). The amount of non breakeven financial products purchased with medium and low risk shall not exceed 200 million yuan. The board of directors authorizes the chairman to exercise the decision-making power and sign relevant legal documents. The specific matters shall be organized and implemented by the Finance Department of the company. The independent directors expressed their independent opinions with explicit consent. This matter falls 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 of the company for deliberation. The relevant information is hereby announced as follows:
1、 The use of idle self owned funds for cash management this time
(I) purpose of investment products
On the premise of not affecting the normal development of the company’s main business and ensuring the company’s operating capital demand, improve the use efficiency of idle self owned funds, make rational use of self owned funds, increase the company’s investment income and obtain more returns for the company and shareholders.
(II) types of investment products
The company and its subsidiaries intend to use idle self owned funds for cash management. The product term shall not exceed 15 months. The product risk level is low risk (corresponding to the internal rating of financial institutions as R1, PR1 or other rating levels equivalent to low risk), medium and low risk (corresponding to the internal rating of financial institutions as R2, PR2 or other rating levels equivalent to medium and low risk). The investment varieties are the financial products of financial institutions such as banks, trust companies and securities companies, including but not limited to all kinds of deposits, money market funds, bond funds and other money market trading instruments.
(III) amount of investment products
The total amount of non guaranteed capital and non guaranteed capital of subsidiaries that can not exceed RMB 800 million can not be invested in their own financial products within the period of guarantee, that is, the total amount of non guaranteed capital that can not exceed RMB 800 million can not be invested in their own financial products.
(IV) authorization period
Within 18 months from the date of deliberation and approval at the second meeting of the third board of directors of the company.
(V) implementation mode
After the approval of the board of directors of the company, the chairman of the company shall make investment decisions and sign relevant documents within the above quota range and the validity period of the resolution, including but not limited to: selecting qualified professional financial institutions, clarifying the amount and period of cash management, selecting products / business varieties, signing contracts and other agreements. The specific matters shall be organized and implemented by the Finance Department of the company.
(VI) information disclosure
The company will timely perform the obligation of information disclosure in accordance with the requirements of the company law, the securities law, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and other relevant rules.
(VII) distribution of cash management income
The income obtained from cash management with idle self owned funds used by the company will be owned by the company and its subsidiaries.
(VIII) description of association relationship
The trustee of the company and its subsidiaries for cash management is a bank or other legal financial institution, which has no relationship with the company.
2、 Existing risks and control measures
(I) existing risks
1. Market fluctuation risk: although financial products belong to low-risk, medium and low-risk investment varieties, the financial market is greatly affected by the macro-economy, and it is not ruled out that they are affected by market fluctuations.
2. Risk of uncertain return: the company will intervene in a timely and appropriate manner according to the economic situation and changes in the financial market. At the same time, it is affected by uncertain factors of return rate, so the actual return of investment is unpredictable.
3. Policy risk: as the changes of national macro policies and market related policies may affect the expected return of financial products or the safety of financial principal, there are policy risks in investment.
4. Operational risks of relevant staff.
(II) risk control measures
1. The company will give priority to ensuring the needs of production and operation funds in combination with production and operation and fund use plan, reasonably carry out cash management within the authorized amount, and ensure that the investment funds are idle funds of the company;
2. The audit and supervision department of the company is responsible for auditing and supervising the use and custody of cash management, and regularly reviewing the approval, actual operation, fund use, profit and loss of cash management;
3. The Finance Department of the company arranges special personnel to timely analyze and track the investment direction of cash management products and project progress. Once adverse factors are found or judged, corresponding preservation measures must be taken in time to control risks;
4. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary;
5. The company will perform the obligation of information disclosure in a timely manner in strict accordance with the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange.
3、 Impact on the daily operation of the company
The company’s cash management of idle self owned funds is based on effective control. The implementation will ensure the normal operation and capital safety of the company, and will not affect the normal turnover of the company’s daily funds or the development of the company’s main business. The company and its subsidiaries use idle self owned funds for cash management, which can improve the use efficiency of idle self owned funds, increase the company’s investment income and obtain more returns for the company and shareholders.
4、 Review procedures to be performed for cash management using idle self owned funds
The company held the second meeting of the third board of directors and the second meeting of the third board of supervisors on March 28, 2022, deliberated and adopted the proposal on cash management scheme using idle self owned funds, and the independent directors of the company expressed their independent opinions. This matter falls 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.
5、 Description of special opinions
(I) opinions of independent directors
The independent directors of the company believe that the capital source of the company’s proposed cash management is the company’s idle self owned funds. On the premise of complying with national laws and regulations and ensuring investment safety, cash management is conducive to improving the efficiency of capital use, obtaining certain investment income, and does not affect the company’s daily operation capital demand and the normal development of the company’s main business. Using idle self owned funds for cash management is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
To sum up, we agree that the company will use idle self owned funds of no more than RMB 800 million for cash management.
(II) opinions of the board of supervisors
The board of supervisors believes that the capital source of the company’s cash management this time is the company’s idle own funds. On the premise of complying with national laws and regulations and ensuring investment safety, cash management is conducive to improving the efficiency of capital use, obtaining certain investment income, not affecting the company’s daily operation capital demand and the normal development of the company’s main business, in line with the interests of the company and all shareholders, and does not harm the company and all shareholders, Especially the interests of minority shareholders. The company is approved to use idle self owned funds for cash management.
6、 Online announcement attachment
(I) announcement on the resolution of the second meeting of Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) the third board of directors;
(II) announcement on the resolution of the second meeting of Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) the third board of supervisors;
(III) independent opinions of Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) independent directors on matters related to the second meeting of the third board of directors.
It is hereby announced.
Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) board of directors
March 29, 2022
