Securities code: Kede Numerical Control Co.Ltd(688305) securities abbreviation: Kede Numerical Control Co.Ltd(688305) Announcement No.: 2022023 Kede Numerical Control Co.Ltd(688305)
Announcement on the company and its holding subsidiaries 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.
Important content tips:
The company and its holding subsidiaries intend to use idle self owned funds of no more than RMB 200 million for cash management, and the service life is effective within 12 months from the date of deliberation and approval of this proposal by the board of directors.
When the company and its holding subsidiaries use idle self owned funds for cash management, they will choose investment products sold by financial institutions with high safety, good liquidity and legal business qualification. However, the financial market is affected by macro-economy, so it is not ruled out that the investment will be affected by market fluctuations and there are certain systemic risks. On April 7, 2022, Kede Numerical Control Co.Ltd(688305) (hereinafter referred to as “the company”) held the 22nd Meeting of the second board of directors and the 21st Meeting of the second board of supervisors, deliberated and adopted the proposal on the use of idle self owned funds for cash management by the company and its holding subsidiaries respectively, and agreed that the company and its holding subsidiaries, under the condition of ensuring that the safety of its own funds and normal production and operation will not be affected, Use idle self owned funds of no more than RMB 200 million for cash management and purchase investment products sold by financial institutions with high safety, good liquidity and legal business qualification. The service life is valid within 12 months from the date of deliberation and adoption of this proposal by the board of directors. Within the above limit and validity period, the funds can be recycled and used in a rolling manner.
The board of directors authorizes the operation and management of the company to exercise specific investment decision-making power within the above limit, including but not limited to: selecting qualified professional financial institutions, clarifying the amount and period of cash management, selecting the variety of cash management products, signing contracts and agreements, etc. the specific matters shall be organized and implemented by the Finance Department of the company. The independent directors of the company have expressed their independent opinions on the above matters.
1、 Overview of cash management with self owned funds
(I) purpose of cash management
In order to improve the use efficiency of the company’s and its holding subsidiaries’ own funds, the company and its holding subsidiaries plan to use some idle own funds for cash management without affecting the daily operation capital demand and the safety of its own funds.
(II) investment varieties
The company and its holding subsidiaries will strictly control risks in accordance with relevant regulations and purchase investment products sold by financial institutions with high security, good liquidity and legal business qualification, including but not limited to structural deposits, time deposits, large certificates of deposit and financial products.
(III) source of funds
The capital source of the proposed cash management is the idle self owned funds of the company and its holding subsidiaries, which will not affect the normal operation of the company.
(IV) amount and term
The company and its holding subsidiaries intend to use idle self owned funds of no more than RMB 200 million for cash management, and the service life is effective within 12 months from the date of deliberation and approval by the board of directors. Within the above limit and validity period, the funds can be recycled and used in a rolling manner.
(V) implementation mode
The board of directors authorizes the operation and management of the company to exercise specific investment decision-making power within the above limit, including but not limited to: selecting qualified professional financial institutions, clarifying the amount and period of cash management, selecting the variety of cash management products, signing contracts and agreements, etc. 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 company law, the securities law, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and other relevant provisions.
(VII) description of association relationship
The seller of the investment products to be purchased by the company is a financial institution with legal business qualification and has no relationship with the company.
2、 Impact on the daily operation of the company
The company and its holding subsidiaries use idle self owned funds for cash management, which is carried out under the condition of ensuring that it does not affect the daily operation capital demand and the safety of self owned funds, and will not affect the normal development of the company’s main business. Reasonable cash management helps to improve the efficiency of the company’s capital use and increase income, so as to seek more return on investment for the company and shareholders.
3、 Investment risk and risk control measures
(I) investment risk
In order to control risks, the company and its holding subsidiaries will choose to purchase investment products sold by financial institutions with high safety, good liquidity and legal business qualification when conducting cash management. However, the financial market is affected by macro-economy, so it is not ruled out that the investment is affected by market fluctuations, so there is a certain systematic risk.
(II) risk control measures
1. The company will handle the cash management business of idle self owned funds in strict accordance with the relevant laws and regulations such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the articles of association, and fulfill the obligation of information disclosure in time.
2. The Finance Department of the company is responsible for organizing the implementation, strictly abiding by the prudent investment principle, timely analyzing and tracking the investment direction and progress of bank cash management products, and checking the account balance with the bank. Once adverse factors are found or judged, it shall timely inform the company’s operation and management and take corresponding preservation measures to control the investment risk to the greatest extent and ensure the safety of funds.
3. The internal audit department of the company is responsible for reviewing the approval, actual operation, capital use and profit and loss of cash management, urging the financial department to timely handle the accounts, and reasonably predict the possible gains and losses of various investments according to the principle of prudence.
4. The relevant staff of the company and the relevant staff of financial institutions shall keep the financial management business confidential and shall not disclose the company’s financial management plan, transaction, settlement, capital status and other information related to the company’s financial management business without permission before information disclosure.
5. 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.
6. According to the regulations of the regulatory authorities, the company will disclose the investment of financial products and the corresponding amount, term, income and other contents in the relevant periodic reports during the reporting period.
4、 Approval procedures and special opinions for this event
(I) deliberations of the board of directors
On April 7, 2022, the 22nd Meeting of the second board of directors of the company deliberated and adopted the proposal on cash management of the company and its holding subsidiaries using idle self owned funds. After deliberation, the board of Directors believes that in order to improve the efficiency of the use of the company’s and its holding subsidiaries’ own funds, the company and its holding subsidiaries use idle own funds of no more than RMB 200 million for cash management and purchase investment products sold by financial institutions with high safety, good liquidity and legal business qualification without affecting the safety and normal production and operation of their own funds, The service life shall be valid within 12 months from the date when the proposal is considered and approved by the board of directors. Within the above limit and validity period, the funds can be recycled and used in a rolling manner.
The board of directors agrees to authorize the company’s operation and management to exercise specific investment decision-making power within the above limit, including but not limited to: selecting qualified professional financial institutions, clarifying the amount and period of cash management, selecting the variety of cash management products, signing contracts and agreements, etc. the specific matters shall be organized and implemented by the company’s finance department.
(II) deliberation and opinions of the board of supervisors
On April 7, 2022, the 21st Meeting of the second board of supervisors of the company deliberated and adopted the proposal on cash management of the company and its holding subsidiaries using idle self owned funds. After deliberation, the board of supervisors believes that the company and its holding subsidiaries use idle self owned funds of no more than RMB 200 million for cash management and purchase investment products sold by financial institutions with high safety, good liquidity and legal business qualification without affecting the safety and normal production and operation of their own funds, which is conducive to improving the use efficiency of idle self owned funds of the company and its holding subsidiaries, In line with the principle of maximizing the interests of the company and shareholders. The relevant decision-making procedures comply with relevant laws and regulations and the relevant provisions of the articles of association, and there is no situation that damages the overall interests of the company and all shareholders, especially the minority shareholders. Therefore, it is agreed that the company and its holding subsidiaries use idle self owned funds for cash management.
(III) opinions of independent directors
Under the condition of ensuring that the safety and normal production and operation of its own funds are not affected, the company and its holding subsidiaries use idle own funds of no more than 200 million yuan for cash management, and purchase investment products sold by financial institutions with high safety, good liquidity and legal operation qualification, which is conducive to improving the use efficiency of idle own funds of the company and its holding subsidiaries and is in line with the principle of maximizing the interests of the company and shareholders. Relevant decision-making procedures comply with relevant laws and regulations and the relevant provisions of the articles of association, and there is no situation that damages the overall interests of the company and all shareholders, especially minority shareholders. As an independent director of the company, we unanimously agree to the proposal on the use of idle self owned funds for cash management by the company and its holding subsidiaries.
It is hereby announced.
Kede Numerical Control Co.Ltd(688305) board of directors April 11, 2022
