Securities code: Jiangsu Chinagreen Biological Technology Co.Ltd(300970) securities abbreviation: Jiangsu Chinagreen Biological Technology Co.Ltd(300970) announcement editor: 2022013 Jiangsu Chinagreen Biological Technology Co.Ltd(300970)
Announcement on using idle self owned funds for cash management
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.
Jiangsu Chinagreen Biological Technology Co.Ltd(300970) (hereinafter referred to as “the company”) held the 12th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors on April 8, 2022, deliberated and approved the proposal on using idle self owned funds for cash management, and agreed that the company and its subsidiaries use no more than 300 million yuan (including this amount) of self owned funds for cash management without affecting the use of self owned funds. Within the above limit, the funds can be used on a rolling basis. This proposal needs to be submitted to the general meeting of shareholders for deliberation within 12 months from the date of deliberation and adoption of this general meeting of shareholders. The details are hereby announced as follows:
1、 Basic information of investment
(I) investment purpose
In order to improve the use efficiency of the company’s and its subsidiaries’ own funds, under the condition of ensuring that the normal operation and capital safety of the company and its subsidiaries are not affected, the idle own funds are reasonably used for cash management, so as to better maintain and increase the value of the company’s and its subsidiaries’ cash and protect the interests of the company’s shareholders.
(II) investment varieties
1. High security, meeting the capital preservation requirements, and the product issuer can provide capital preservation commitments;
2. The investment and financial products with good liquidity and the longest term of a single financial product is no more than one year, or are deposited in the form of time deposits, structured deposits, call deposits and other deposits, which will not affect the normal progress of the investment plan of self owned funds. The above funds are not used for securities investment, derivatives investment and other high-risk investment varieties specified in the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange.
(III) investment amount and term
The company and its subsidiaries intend to use their own funds of no more than RMB 300 million (including this amount) for cash management, which is valid for 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above-mentioned limit and term, the funds can be recycled and used in a rolling manner.
(IV) source of funds
The company’s funds for cash management are temporarily idle self owned funds, and the source of funds is legal and compliant.
(V) implementation mode
The above matters can be implemented only after being deliberated and approved by the general meeting of shareholders. The board of directors of the company will authorize the chairman or authorized person to exercise the investment decision-making power and sign relevant documents, including but not limited to: clarifying the amount and period of investment and wealth management, selecting the variety of investment products, signing contracts and agreements, etc. The financial management department of the company is responsible for the specific implementation.
2、 Investment risk and risk control measures
(I) investment risk
1. Although bank principal guaranteed financial products and structured deposit products belong to low-risk investment varieties, the financial market is greatly affected by the macro-economy, and it is not ruled out that this investment is affected by market fluctuations.
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable.
3. Operation and monitoring risks of relevant personnel.
(II) control measures to be taken against investment risks
(1) The financial management department of the company will timely analyze and track the investment direction of financial products. During the financial management of the above financial products, the company will maintain close contact with relevant financial institutions, timely track the operation of financial funds, strengthen risk control and supervision, and strictly control the safety of funds;
(2) The internal audit department of the company shall conduct daily supervision on the use and custody of financial funds, and regularly audit and verify the use of financial funds;
(3) The board of supervisors and independent directors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary;
(4) The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange and other regulatory agencies.
3、 Impact of this cash management event on the company
1. On the premise of controlling investment risks and not affecting the normal implementation of investment projects with self owned funds, the company and its subsidiaries use idle self owned funds within the authorized amount to purchase bank principal guaranteed financial products and structured deposit products with high safety and liquidity, which will not have an adverse impact on the main business and daily operation of the company and its subsidiaries.
2. Through appropriate cash management, we can obtain certain investment income, improve the efficiency of the company’s capital use, and bring more investment reports to the company and shareholders.
4、 Relevant review and approval procedures and independent opinions
1. Deliberations of the board of directors
On April 8, 2022, the 12th meeting of the 4th board of directors of the company deliberated and approved the proposal on using idle self owned funds for cash management, which agreed that the company and its subsidiaries would use idle self owned funds of no more than 300 million yuan (including principal) for cash management under the condition of ensuring the normal production and operation of the company, and the service life would be effective within 12 months from the date of deliberation and approval by the board of directors, which was within the above limit, Funds can be used on a rolling basis.
2. Deliberation of the board of supervisors
On April 8, 2022, the 12th meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on cash management with idle self owned funds. Using idle self owned funds for cash management is conducive to improving the efficiency of the company’s fund use and increasing the company’s income on the premise of controlling risks, without adverse impact on the company’s business activities and in line with the interests of the company. There is no harm to the interests of the company and all shareholders. The board of supervisors agrees that the company and its subsidiaries shall use idle self owned funds of no more than 300 million yuan (including this amount) for cash management without affecting the normal production and operation of the company. The service life shall not exceed 12 months. Within the above limit, the funds can be used on a rolling basis.
3. Opinions of independent directors
The independent directors of the company carefully reviewed the matters of the proposal on using idle self owned funds for cash management, and believed that under the condition of not affecting the normal operation of the company and its subsidiaries, the rational use of idle self owned funds of no more than 300 million yuan (including principal) for cash management is conducive to improving the use efficiency of idle self owned funds, increasing the investment income of the company and obtaining more returns for the company and its shareholders, The situation conforms to the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially the minority shareholders. The decision-making and deliberation procedures of this matter are legal and compliant, and we express our clear consent to the above matters.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: under the condition of ensuring that the normal production, operation and business development of the company are not affected, the company and its subsidiaries use idle self owned funds for cash management, which is conducive to improving the use efficiency of self owned funds and increasing the capital income of the company, will not have an adverse impact on the normal operation of the company, and there is no situation damaging the interests of the company and all shareholders.
The matter has been deliberated and approved at the 12th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors of the company, and the independent directors of the company have expressed their consent. The matter still needs to be submitted to the general meeting of shareholders for deliberation, which is in line with the relevant provisions of Shenzhen Stock Exchange listing self regulatory guidelines No. 2 – operation of companies listed on the gem and Shenzhen Stock Exchange GEM Listing Rules. The recommendation institution has no objection to the cash management of the company and its subsidiaries using idle self owned funds.
6、 Documents for future reference
1. Resolutions of the 12th meeting of the 4th board of directors;
2. Resolutions of the 12th meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on matters related to the 12th meeting of the Fourth Board of directors;
4. Citic Securities Company Limited(600030) verification opinions on Jiangsu Chinagreen Biological Technology Co.Ltd(300970) using idle self owned funds for cash management.
It is hereby announced.
Jiangsu Chinagreen Biological Technology Co.Ltd(300970) board of directors April 8, 2022
