Securities code: Xi'An Manareco New Materials Co.Ltd(688550) securities abbreviation: Xi'An Manareco New Materials Co.Ltd(688550) Announcement No.: 2022020 Xi'An Manareco New Materials Co.Ltd(688550)
Announcement on using some 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.
Xi'An Manareco New Materials Co.Ltd(688550) (hereinafter referred to as "the company") held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors on April 15, 2022, deliberated and adopted the proposal on using some idle self owned funds for cash management, and agreed that the company would not affect the safety of self owned funds and the normal production and operation of the company, Some idle self owned funds of no more than RMB 500 million are used for cash management, which can be used to purchase investment products of financial institutions with high safety and good liquidity (including but not limited to structural deposits, agreement deposits, call deposits, time deposits, large certificates of deposit, etc.), and the service life shall not exceed 18 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 used circularly and continuously, And return it to its own fund account after maturity. The company authorizes the chairman of the board of directors to fully exercise the decision-making power of cash management investment and sign relevant contract documents within the validity period of the above quota and resolution. Specifically, the chief financial officer is responsible for organizing the implementation and management of the financial department.
1、 Basic information of cash management using some idle self owned funds this time
(I) investment purpose
In order to improve the use efficiency of the company's own funds, make rational use of some of its own funds, increase the company's income and obtain more return on investment for the company and shareholders without affecting the safety of its own funds and the company's normal production and operation, the company plans to use idle own funds for cash management.
(II) types of investment products
The company will strictly control risks in accordance with relevant regulations and purchase investment products of financial institutions with high security and good liquidity (including but not limited to structural deposits, agreement deposits, call deposits, time deposits, certificates of deposit, etc.).
(III) investment amount and term
The total investment for cash management shall not exceed 500 million yuan, and the service life shall not exceed 18 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 rolled, and returned to the self owned fund account after expiration.
(IV) validity of the resolution
The use of some temporarily idle self owned funds for cash management will be submitted to the general meeting of shareholders of the company for deliberation after being deliberated and approved by the board of directors and the board of supervisors. The validity period is 18 months from the date of deliberation and approval by the general meeting of shareholders of the company.
(V) implementation mode
The company will authorize the chairman of the board of directors to fully exercise the decision-making power of cash management investment and sign relevant contract documents within the above limit and validity period, and the chief financial officer will be responsible for organizing the implementation and management of the financial department.
(VI) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with the requirements of relevant laws and regulations such as the company law, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and normative documents.
2、 Impact on the company
The use of some idle self owned funds for cash management this time is carried out on the premise of complying with national laws and regulations and ensuring that the safety of self owned funds and the normal production and operation of the company are not affected, and there is no damage to the interests of the company and shareholders.
Appropriate and timely cash management of some idle self owned funds can increase the company's income and obtain more return on investment for the company and shareholders.
3、 Risk control measures
(I) investment risk
Based on the principle of safeguarding the interests of the company and its shareholders, the company strictly controls risks, strictly checks and makes prudent decisions. The investment products purchased by cash management this time are investment products of financial institutions with high safety and good liquidity, which belong to low-risk investment varieties. Such investment products are mainly affected by monetary policy and other macroeconomic policies. The company will make reasonable investment according to the economic situation and changes in the financial market, and intervene in a timely and appropriate amount, but it does not rule out that the investment may be affected by market fluctuation risk, interest rate risk, policy risk, force majeure risk, etc.
(II) risk control measures
1. The company will handle the relevant cash management business in strict accordance with the relevant provisions of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the articles of association and the company's management system for raised funds.
2. The company will timely analyze and track the investment direction of bank cash management products and project progress. Once adverse factors are found or judged, the company will immediately take corresponding preservation measures to strictly control investment risks.
3. Carefully select partners and select investment products with high safety and liquidity issued by banks and other financial institutions with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability.
4. The financial department of the company shall establish account management, establish and improve complete accounting accounts for the use of funds, operate cautiously, and do a good job in the accounting of the use of funds.
5. Independent directors, the audit committee of the board of directors and the board of supervisors have the right to supervise and verify the use of funds, and can hire professional institutions to audit when necessary.
4、 Relevant review and decision-making procedures
On April 15, 2022, the company held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors, deliberated and approved the proposal on using some idle self owned funds for cash management, and agreed that the company would use idle raised funds with a limit of no more than 500 million yuan for cash management, and the service life would be effective within 18 months from the date of deliberation and approval by the general meeting of shareholders of the company, Within the above limit and the validity period of the resolution, it can be recycled and used. The independent directors and the board of supervisors of the company have expressed clear consent to the above matters. This time, the company used idle self owned funds for cash management, performed necessary review procedures, and met relevant regulatory requirements.
5、 Special opinions
(I) opinions of the board of supervisors
The board of supervisors believes that on the premise of ensuring the capital and capital safety required for the normal operation of the company, the company uses idle self owned funds for cash management to purchase investment products with high investment safety and good liquidity, which is conducive to improving the utilization rate of idle self owned funds, obtaining certain investment income, obtaining more investment returns for the company and shareholders, and does not harm the company and all shareholders, Especially the interests of minority shareholders. It is agreed that the company will use idle self owned funds of no more than 500 million yuan for cash management on the premise of ensuring that it will not affect normal production and operation activities.
(II) opinions of independent directors
Independent directors believe that: on the premise of ensuring the capital and capital safety required for the normal operation of the company, the company uses idle self owned funds for cash management to purchase investment products with high investment safety and good liquidity, which is conducive to improving the utilization rate of idle self owned funds, obtaining certain investment income and obtaining more returns for the company and shareholders. The use of some idle self owned funds for cash management this time has fulfilled the necessary review procedures, in line with the relevant provisions of the articles of association, 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 unanimously agree to the proposal on using some idle self owned funds for cash management and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Online announcement document
Independent opinions of independent directors on matters related to the fifth meeting of the third board of directors
It is hereby announced.
Xi'An Manareco New Materials Co.Ltd(688550) board of directors April 18, 2022
