Securities code: Jiangsu Nanfang Bearing Co.Ltd(002553) securities abbreviation: Jiangsu Nanfang Bearing Co.Ltd(002553) Announcement No.: 2022018
Jiangsu Nanfang Bearing Co.Ltd(002553)
Announcement on using its own idle funds to choose the opportunity to purchase medium and short-term low-risk financial products. 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.
Important content tips:
1. Types of investment: short and medium-term low-risk financial products, including but not limited to principal guaranteed, medium and low-risk financial products, low-risk trust products, income certificates, structured deposits, etc., but excluding domestic and foreign stocks, securities investment funds and other securities and their derivatives, as well as projects that cannot be invested as expressly stipulated by the regulatory authorities. 2. Investment amount: the total amount of the company’s funds for purchasing the above financial products shall not exceed (including) RMB 500 million, and the balance can be used in rolling and recycling.
3. Special risk warning: there are market risk, liquidity risk, operational risk, performance risk and legal risk in the investment process of this business. Please pay attention to the investment risk.
Jiangsu Nanfang Bearing Co.Ltd(002553) (hereinafter referred to as “the company”) held the 16th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors on April 11, 2022. The meeting deliberated and adopted the proposal on using its own idle funds to choose the opportunity to buy medium and short-term low-risk financial products respectively. This transaction does not constitute a connected transaction. In accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and the company’s venture capital management system, the relevant information is hereby announced as follows:
1、 Overview of purchasing financial products
1. Investment purpose
On the premise of ensuring the company’s daily operation capital demand and capital safety, better realize the preservation and appreciation of the company’s assets, improve the utilization rate of the company’s idle self owned funds, save financial expenses and increase the company’s income.
The company’s purchase of financial products will follow the principles of legality, prudence, safety and effectiveness, will not affect the company’s normal production and operation, and will not engage in speculation and arbitrage transactions.
2. Investment amount: the maximum amount of financial products purchased by the company shall not exceed (including) 500 million yuan, and the balance can be used in rolling and recycling.
3. Investment varieties: use its own idle funds to choose the opportunity to buy short-term and medium-term low-risk financial products, including but not limited to principal guaranteed, medium and low-risk financial products, low-risk trust products, income certificates, structured deposits, etc., but excluding domestic and foreign stocks, securities investment funds and other securities and their derivatives, as well as projects that cannot be invested as expressly stipulated by the regulatory authorities.
4. Counterparties: banks, securities, trusts and other financial institutions with sound operation, good credit and qualified operation of financial products have no relationship with the company.
5. Investment term: the maximum term of the above financial products purchased shall not exceed 1 year.
6. Authorization: apply for authorization to the chairman of the company to approve the specific operation plan for the purchase of the company’s daily financial products and sign relevant agreements and documents within the above investment amount and investment period. The authorization period shall be within three years from the date of approval by the general meeting of shareholders of the company.
7. Source of funds: the company’s funds for purchasing the above financial products are its own idle funds.
2、 Review procedure
On April 11, 2022, the 16th meeting of the 5th board of directors held by the company considered and adopted the proposal on using its own idle funds to choose the opportunity to buy medium and short-term low-risk financial products by 9 votes in favor, 0 votes against and 0 abstentions; The independent directors of the company expressed independent opinions on the proposal. At the 11th meeting of the 5th board of supervisors held on the same day, the company deliberated and adopted the proposal on using its own idle funds to choose the opportunity to buy medium and short-term low-risk financial products with 3 votes in favor, 0 against and 0 abstention.
The proposed transaction business of purchasing financial products does not involve related party transactions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Investment risk analysis
Although the financial products purchased by the company are investment varieties with high safety, good liquidity and low and medium risk, there are still certain risks:
1. Market risk: the financial market is greatly affected by the macro-economy, so it is not excluded that the investment may be affected by market fluctuations;
2. Liquidity risk: before the expiration of the financial products purchased by the company, the transaction may not be active, resulting in the company’s transfer needs may not be met; Or the purchased financial products are not provided with repurchase or transaction terms, which makes the products purchased by the company unable to be realized before maturity.
3. Operational risk: the trading business of financial products is highly professional and complex, which may bring operational risk caused by human error, system failure and control failure of trading or management personnel.
4. Performance risk: the purchased financial products have the risk of default caused by failure to perform the contract upon expiration. 5. Legal risk: due to the change of relevant laws or the violation of relevant legal systems by counterparties, the contract may not be executed normally and bring losses to the company.
4、 Risk control measures for trading business
1. Any speculative transaction shall be strictly prohibited in accordance with the above principles; The amount of financial products purchased by the company shall not exceed the authorized amount deliberated and approved by the board of directors and the general meeting of shareholders.
2. Counterparty Management: strictly screen counterparties, only conduct transactions with financial institutions with sound operation, good credit standing and qualified operation of financial products. If necessary, invite external professional investment and legal affairs services to provide consulting services for the company’s trading business and provide scientific and rigorous investment strategies and suggestions for the company.
3. Product selection: only buy short-term and medium-term low-risk financial products, including but not limited to principal guaranteed, medium and low-risk financial products, low-risk trust products, income certificates, structured deposits, etc., but excluding domestic and foreign stocks, securities investment funds and other securities and their derivatives, as well as projects that cannot be invested as expressly stipulated by the regulatory authorities.
4. The company shall perform the risk management system and report in a timely manner in accordance with the requirements of the company’s internal risk management system.
5. Supervision and inspection: independent directors and the board of supervisors have the right to supervise and inspect the financial products purchased by the company, and can hire professional institutions to audit when necessary.
6. Regular disclosure: complete the information disclosure in strict accordance with the relevant regulations and requirements of Shenzhen Stock Exchange
5、 Impact of purchasing financial products and trading business on the company
1. The company uses its own idle funds to purchase financial products, which is conducive to improving the utilization rate of its own idle funds, saving financial expenses and increasing the company’s income.
2. The company will use its own idle funds to purchase financial products within the above authorized amount and investment period, which will not affect the normal production and operation of the company.
3. In accordance with the relevant provisions and guidelines of accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 24 – hedging and accounting standards for Business Enterprises No. 37 – presentation of financial instruments, the company conducts corresponding accounting treatment for the transaction business of purchasing financial products to reflect the relevant items of the balance sheet and income statement.
6、 Opinions of independent directors
After careful verification, the independent directors believe that the company’s capital and cash flow are in good condition and there are no major financial risks. Therefore, they agree that the company can use its own idle funds of no more than RMB (including) 500 million to choose the opportunity to buy medium and short-term low-risk financial products with a maximum term of no more than 12 months, At the same time, it is agreed that the board of directors of the company shall propose to the general meeting of shareholders of the company to approve the company to choose the opportunity to purchase medium and short-term low-risk financial products, and the validity period is within three years from the date of adoption by the general meeting of shareholders. During the specific implementation, the person in charge of Finance shall come up with a specific plan, which shall be implemented after being reviewed by the general manager and approved by the chairman of the board, and fulfill the obligation of information disclosure in time.
At the same time, independent directors will actively pay attention to the financial and cash flow status of subsequent companies in actual operation, ensure that this behavior will not affect the normal production and operation of the company, timely communicate with the audit department and Finance Department of the company, strengthen the risk research of the products to be invested, and ensure the safety of investment funds and the stability of income.
7、 Opinions of the board of supervisors
The board of supervisors believes that the company can effectively improve the utilization rate of idle self owned funds and increase the company’s income by purchasing financial products with medium and short-term and low risk at the right time. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The decision-making and deliberation procedures are legal and compliant, It is agreed that the company will use its own idle funds of no more than RMB (including) 500 million to purchase medium and short-term low-risk financial products with a maximum term of no more than 12 months.
8、 Documents for future reference
Resolutions of the 16th meeting of the 5th board of directors of the company;
Resolutions of the 11th meeting of the 5th board of supervisors of the company;
Independent directors’ independent opinions on relevant matters and other relevant matters considered at the 16th meeting of the Fifth Board of directors of the company.
It is hereby announced.
Jiangsu Nanfang Bearing Co.Ltd(002553) board of directors
April 11, 2002
