Stock Code: Guangdong Vtr Bio-Tech Co.Ltd(300381) stock abbreviation: Guangdong Vtr Bio-Tech Co.Ltd(300381)
Bond Code: 123018 bond abbreviation: profit convertible bond Announcement No.: 2022042 Guangdong Vtr Bio-Tech Co.Ltd(300381)
Announcement on using idle self owned funds for entrusted financial 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.
Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the company’s use of idle self owned funds for entrusted financial management at the 17th meeting of the 7th board of directors and the 11th meeting of the 7th board of supervisors held on April 22, 2022, and agreed that the company should use idle self owned funds of no more than 150 million yuan (including this amount) for entrusted financial management, The service life shall not exceed 36 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and term, the funds can be used in a circular and rolling manner. The relevant information is hereby announced as follows:
1、 Overview of entrusted financial management
1. Purpose of entrusted financial management: in order to improve the use efficiency of funds and make rational use of idle self owned funds, use idle self owned funds for entrusted financial management under the condition of controlling investment risk and not affecting normal operation, so as to increase the company’s income and create a better investment return for the company and shareholders.
2. Amount and term of entrusted financial management: the company plans to use its own funds of no more than RMB 1.5 billion for entrusted financial management. Within the above limit, it shall be used in rolling within 36 months from the date of deliberation and approval by the general meeting of shareholders. 3. Investment varieties: the company will strictly control risks and strictly evaluate investment products in accordance with relevant regulations, so as to purchase medium and low-risk financial products with high safety, good liquidity, controllable risk and stability issued by commercial banks, securities companies, trust companies and other financial institutions.
4. Source of funds: the company’s own funds.
5. Information disclosure: the company will timely fulfill the obligation of information disclosure in accordance with the provisions and requirements of relevant laws and regulations such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange.
6. Implementation method: after the above matters are deliberated and approved by the general meeting of shareholders, the board of directors and management are authorized to exercise relevant investment decision-making power and sign relevant documents within the above limit and period, and the company’s financial department handles relevant matters specifically.
2、 Investment risk analysis and risk control measures
(I) investment risk
1. Although the products entrusted by the company for financial investment belong to low-risk investment varieties, the financial market is greatly affected by the macro-economy, and the income will be affected by market fluctuations.
2. The investment opportunity is affected by the economic situation and changes in the financial market, so there are certain variables in the actual return of investment.
3. Operational risks of relevant staff.
(II) risk control measures
1. The board of directors and the general meeting of shareholders of the company authorize the chairman of the company to exercise the investment decision-making power, and the financial center of the company is responsible for the specific purchase. The financial center of the company is responsible for putting forward the business application for purchasing financial products and providing detailed financial management materials, implementing specific operations according to the approval results of the company, and timely analyzing and tracking the investment direction and progress of financial products. If risk factors that may affect the safety of the company’s funds are found, corresponding measures shall be taken in time to control investment risks.
2. The Audit Department of the company shall carry out daily supervision and audit and verify the use of funds regularly and irregularly.
3. The independent directors and the board of supervisors shall inspect and supervise the use of financial management funds.
4. The company will timely perform the obligation of information disclosure in strict accordance with relevant laws and regulations and relevant provisions of normative documents of Shenzhen Stock Exchange.
3、 Impact on the daily operation of the company
The company adheres to standardized operation and maintains and increases the value of assets on the premise of preventing risks. The use of self owned funds to purchase medium and low-risk financial products with high safety, good liquidity, controllable risk and stability is implemented on the premise of ensuring the daily operation and capital safety of the company, does not affect the normal capital turnover needs of the company, is conducive to improving the capital use efficiency, obtaining certain income and obtaining more returns for the company and shareholders.
4、 Review procedures and relevant opinions for implementation
1. Deliberations of the board of directors
The 17th meeting of the 7th board of directors of the company deliberated and approved the proposal on the company’s use of idle self owned funds for entrusted financial management, and agreed to the matters of entrusted financial management with the company’s self owned funds. The matter still needs to be submitted to the general meeting of shareholders for deliberation.
2. Review by the board of supervisors
The 11th meeting of the 7th board of supervisors of the company deliberated and adopted the proposal on the company’s use of idle self owned funds for entrusted financial management. The board of supervisors held that the company’s use of self owned funds for entrusted financial management will not affect the normal development of the company’s main business, and there is no damage to the interests of the company and minority shareholders, which is in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
3. Independent opinions of independent directors
After review, the independent directors of the company believe that: the company uses its own funds for entrusted financial management on the premise of complying with national laws and regulations and ensuring the normal operation and capital safety of the company, which is conducive to improving the efficiency of capital use and obtaining investment return, will not have an adverse impact on the normal business activities of the company, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders, and is in line with the interests of the company and all shareholders, The decision-making procedure is legal and effective. We agree that the company will use its own funds for entrusted financial management.
4. Verification opinions of the recommendation institution
After verification, the sponsor Minsheng Securities Co., Ltd. believes that the company’s use of its own funds for entrusted financial management has been deliberated and approved by the board of directors and the board of supervisors, and the independent directors have expressed their independent opinions with explicit consent. The matter needs to be submitted to the general meeting of shareholders of the company for deliberation. The above matters of the company meet the requirements of relevant regulations such as the Listing Rules of Shenzhen Stock Exchange gem and the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, which can improve the efficiency of capital use, obtain certain investment income and obtain more returns for the company and shareholders. If the sponsor has no objection to the use of its own funds.
5、 Documents for future reference
1. Resolutions of the 17th meeting of the 7th board of directors;
2. Resolutions of the 11th meeting of the 7th board of supervisors;
3. Independent opinions of independent directors on relevant matters of the 17th meeting of the seventh board of directors of the company; 4. Verification opinions of Minsheng securities on Guangdong Vtr Bio-Tech Co.Ltd(300381) using idle self owned funds for entrusted financial management.
It is hereby announced.
Guangdong Vtr Bio-Tech Co.Ltd(300381) board of directors
April 23, 2022
