Securities code: Tellgen Corporation(300642) securities abbreviation: Tellgen Corporation(300642) Announcement No.: 2022028 Tellgen Corporation(300642)
Announcement on the company’s use of some 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.
Tellgen Corporation(300642) (hereinafter referred to as “the company” or ” Tellgen Corporation(300642) “) held the 10th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors respectively on April 22, 2022, deliberated and adopted the proposal on the company’s use of some idle self owned funds for entrusted financial management, and agreed that the company and its holding subsidiaries use idle self owned funds with a balance of no more than RMB 650 million for entrusted financial management, For investment in financial products with medium and high risks and below, the term of investment in a single product shall not exceed 12 months, and the term of validity shall be valid within 12 months from the date of deliberation and approval by the board of directors of the company. Within the scope and validity period of the above quota, the funds can be recycled and used in a rolling manner. According to the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, the company plans to use idle self owned funds with a total amount of no more than 650 million yuan for entrusted financial management, which does not exceed 50% of the company’s latest audited net assets, which is within the scope of the approval power of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. The use of idle self owned funds for entrusted financial management does not constitute a related party transaction or a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. The relevant information is hereby announced as follows:
1、 Basic information of using idle self owned funds for entrusted financial management this time
1. Investment purpose
In order to improve the use efficiency of idle self owned funds of the company and its holding subsidiaries, the company and its holding subsidiaries use idle self owned funds to purchase medium and high-risk and below financial products on the premise of ensuring the daily operation capital demand and capital safety, so as to increase investment income.
2. Investment product category
The company and its holding subsidiaries will strictly control risks in accordance with relevant regulations, evaluate investment products, and select financial products with relatively good liquidity and investment return, including but not limited to purchasing medium and high-risk and below financial products issued by banks, trust companies, securities companies, fund management companies and other financial institutions.
3. Investment quota and term
The amount of idle self owned funds used by the company and its holding subsidiaries for entrusted financial management at any time point shall not exceed 650 million yuan, and the term of a single investment product shall not exceed 12 months.
4. Term of validity of investment resolution
Valid within 12 months from the date of deliberation and approval by the board of directors of the company. Within the scope and validity period of the above quota, the funds can be recycled and used in a rolling manner.
5. Implementation mode
Investment products must be carried out in the name of the company or a holding subsidiary. Within the above validity period and limit, the board of directors of the company authorizes the management to exercise the investment decision-making power, which shall be organized and implemented by the financial department of the company, and the financial person in charge shall report to the general manager for approval in advance.
6. Information disclosure
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. 2、 Investment risk analysis and risk control measures
1. Investment risk
(1) Although the financial products to be purchased by the company and its holding subsidiaries belong to investment varieties with relatively good liquidity and investment return, medium and high risks and below, the financial market is greatly affected by macro-economy, and it is not excluded that the investment is affected by market fluctuations;
(2) The company and its holding subsidiaries will timely and appropriately intervene according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable;
(3) Due to personnel operation errors and other events, it may lead to the failure of financial product subscription transaction and fund allocation, resulting in the loss of principal and income of the company and its subsidiaries.
2. For investment risks, the proposed measures are as follows:
(1) The company and its holding subsidiaries will strictly screen investment objects and select products issued by units with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability.
(2) The Finance Department of the company will reasonably purchase financial products according to the business plan, timely analyze and track the changes in the net value of the products, and take corresponding measures in time to control the investment risk if it is found that there are risk factors that may affect the safety of the company’s own funds.
(3) 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.
(4) 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.
3、 Impact on the company
According to the accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 37 – presentation of financial instruments and other relevant provisions, when investment occurs, the company will classify the financial assets at the initial recognition according to the entrusted financial management business model of the company’s own funds and the contractual cash flow characteristics of financial assets, and carry out corresponding accounting treatment for their follow-up, Other current assets, trading financial assets, investment income, profit and loss from changes in fair value and other related items reflected in the balance sheet and income statement.
The company insists on standardized operation and risk prevention. Under the condition of ensuring the normal operation and capital safety of the company and its holding subsidiaries, the company uses some idle self owned funds for entrusted financial management, which will not affect the normal development of the business of the company and its holding subsidiaries. At the same time, it can improve the efficiency of capital use, obtain certain investment income and obtain more investment returns for the company and shareholders.
4、 Relevant review and approval procedures
(I) deliberation by the board of directors
The 10th meeting of the third board of directors of the company deliberated and passed the proposal on the company’s use of some idle self owned funds for entrusted financial management, and agreed that the company and its holding subsidiaries use idle self owned funds with a balance of no more than 650 million yuan for entrusted financial management, invest in medium and high-risk and below financial products, and the term of investment in a single product shall not exceed 12 months, The term of validity shall be valid within 12 months from the date of deliberation and approval by the board of directors of the company. The above funds can be used within the above rolling limit and effective period.
(II) opinions of independent directors
After verification, the independent directors believe that the company and its holding subsidiaries intend to use idle self owned funds with a balance of no more than RMB 650 million for entrusted financial management, invest in financial products with medium and high risks and below, and the term of investment in a single product shall not exceed 12 months. The use of some idle self owned funds for entrusted financial management this time is conducive to improving the use efficiency of funds and increasing capital operation income, which is in line with the interests of the company and all investors, and in line with the provisions of relevant laws, regulations and normative documents such as Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies. All independent directors unanimously agreed on matters related to the use of idle self owned funds for entrusted financial management by the company and its holding subsidiaries.
(III) deliberation of the board of supervisors
The eighth meeting of the third board of supervisors of the company deliberated and adopted the proposal on the company’s use of some idle self owned funds for entrusted financial management. After review, the board of supervisors believes that the company and its holding subsidiaries use some idle self owned funds for entrusted financial management, which will not affect the normal operation and capital safety of the company, improve the use efficiency and investment income of the company’s funds, create more investment returns for the company and the majority of shareholders, and do not damage the interests of the company and shareholders. Therefore, it is agreed that the company and its holding subsidiaries use some idle self owned funds with a balance of no more than RMB 650 million for entrusted financial management.
5、 Documents for future reference
1. Resolutions of the 10th meeting of the third board of directors of the company;
2. Resolutions of the 8th meeting of the 3rd board of supervisors of the company;
3. Independent opinions of the company’s independent directors on matters related to the 10th meeting of the third board of directors;
4. The company’s internal control system on entrusted financial management.
It is hereby announced.
Tellgen Corporation(300642) board of directors
April 22, 2022
