Securities code: 002917 securities abbreviation: Shenzhen King Explorer Science And Technology Corporation(002917) Announcement No.: 2022-004 Shenzhen King Explorer Science And Technology Corporation(002917)
Announcement on using idle self owned funds for cash 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.
Shenzhen King Explorer Science And Technology Corporation(002917) (hereinafter referred to as “the company” or ” Shenzhen King Explorer Science And Technology Corporation(002917) “) held the 22nd Meeting of the second board of directors and the 22nd Meeting of the second board of supervisors on January 12, 2022. The meeting considered and adopted the proposal on cash management with idle own funds, It is agreed that the company will use idle self owned funds of no more than RMB 45 million for cash management without affecting the normal development of the main business and the capital needs of daily operation of the company and its holding subsidiaries. The above amount can be recycled and used by the company and its holding subsidiaries within the validity period from the date of deliberation and approval by the general meeting of shareholders of the company. The proposal still needs to be submitted to the general meeting of shareholders for deliberation. The specific situation is hereby announced as follows:
1、 Basic information of cash management using idle self owned funds this time
1. Investment purpose
In order to improve the use efficiency of idle funds, without affecting the normal development and daily operation capital needs of the company and its holding subsidiaries, make full use of idle self owned funds to purchase stable, low-risk and highly liquid cash management products, including but not limited to property management products, structured deposits, time deposits, certificates of deposit, etc., which can increase the investment income of the company, In line with the interests of the company and all shareholders.
2. Investment quota
The company and its holding subsidiaries intend to use idle self owned funds of no more than RMB 45 million to invest in stable, low-risk and highly liquid cash management products. The above amount can be recycled and used within the validity period from the date of deliberation and approval by the general meeting of shareholders of the company.
3. Investment varieties
The company and its holding subsidiaries will strictly control risks in accordance with relevant regulations, strictly evaluate and screen cash management products, select cash management products with low risk, high liquidity and relatively high investment return, and invest in stable, low-risk and high liquidity short-term cash management products, Including the purchase of fixed income or floating income financial products, structured deposits, time deposits, certificates of deposit, etc. of commercial banks and other financial institutions; The term of each cash management product shall not exceed 12 months; Such investment amount can be used by the company and its holding subsidiaries; The income from investment can be reinvested, and the amount of reinvestment is not included in the scope of this estimated investment.
4. Investment period
The implementation period of this cash management using idle self owned funds to purchase cash management products is valid within 12 months after being deliberated and approved by the general meeting of shareholders of the company; The investment use limit can be recycled and rolled within the validity period of the resolution.
5. Implementation mode
After the above matters are considered and approved by the board of directors and the general meeting of shareholders, the chairman of the company or the authorized personnel of the chairman of the board of directors are authorized to exercise the investment decision-making power within the limit and sign relevant legal documents, including but not limited to selecting the qualified issuer of financial products, clarifying the financial amount, selecting the variety of financial products, signing contracts, etc. The trustees of the cash management products to be purchased by the company and its holding subsidiaries are banks, securities, insurance and other formal financial institutions, which have no relationship with the company and its holding subsidiaries.
2、 Investment risk and risk control measures
Although stable, low-risk and highly liquid financial products or structured deposits belong to low-risk investment varieties, the financial market is greatly affected by the macro-economy, and it is not excluded that the investment is affected by market fluctuations. In addition, in the process of investment, there are also risks in the storage and use of funds, operation and professional ethics risks of relevant staff. The company and its holding subsidiaries will take the following risk control measures:
1. The company and its holding subsidiaries will strictly abide by the principle of prudent investment and choose stable investment varieties.
2. The company’s decision-makers and specific implementation departments will timely analyze and track the investment direction of financial products and project progress. If the assessment finds that there are risk factors that may affect the company’s capital safety, they will take corresponding measures in time to control investment risks.
3. The internal audit department of the company is responsible for auditing and supervising the use and custody of funds, inspecting them regularly or irregularly, and reporting to the audit committee of the board of directors.
4. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.
5. The company will continue to pay attention to investment and financial management and fulfill the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
3、 Impact on the company
The use of temporarily idle self owned funds to invest in stable, low-risk and highly liquid cash management products is implemented on the premise that it does not affect the normal operation and daily working capital needs of the company and its holding subsidiaries, will not affect the development of the company’s business, is conducive to improving the use efficiency of funds, improving the return on assets, and can obtain certain investment benefits, Create greater returns for shareholders.
4、 Relevant procedures and opinions for performance
1. Opinions of independent directors
At present, the company is in good operation and stable financial condition. In order to improve the use efficiency of the company’s temporarily idle funds, under the condition of ensuring the normal business operation and capital safety of the company and its holding subsidiaries, the company uses idle own funds to invest in stable, low-risk and high liquidity cash management products, which is conducive to improving the use efficiency of its own funds and increasing the income of its own funds, And it will not affect the normal operation of the company’s main business, which is in line with the interests of the company, and there is no situation that damages the interests of all shareholders, especially minority shareholders. Therefore, we unanimously agree that the company will use its own idle funds with a limit of no more than 45 million yuan for cash management, and submit this matter to the general meeting of shareholders for deliberation. The limit can be used by the company and its holding subsidiaries in a circular and rolling manner within the authorization period from the date of deliberation and approval by the general meeting of shareholders of the company.
2. Opinions of the board of supervisors
On January 12, 2022, the company held the 22nd Meeting of the second board of supervisors, deliberated and adopted the proposal on using idle self owned funds for cash management, and agreed that the company and its holding subsidiaries use idle self owned funds of no more than RMB 45 million for cash management during the validity period of the resolution, with stable, low-risk For cash management products with high liquidity, the above amount can be recycled and used jointly by the company and its holding subsidiaries within the validity period from the date of deliberation and approval by the general meeting of shareholders of the company.
3. Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of idle raised funds and its own funds for cash management has been deliberated and approved at the 22nd Meeting of the second board of directors and the 22nd Meeting of the second board of supervisors, the independent directors of the company have also expressed clear consent, and the decision-making procedures for relevant matters are legal and compliant, Comply with the provisions of relevant laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. Therefore, the recommendation institution has no objection to Shenzhen King Explorer Science And Technology Corporation(002917) using idle raised funds and its own funds for cash management.
5、 Documents for future reference
1. Resolutions of the 22nd Meeting of the second board of directors of the company;
2. Resolutions of the 22nd Meeting of the second board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the 22nd Meeting of the second board of directors;
4. Citic Securities Company Limited(600030) verification opinions on Shenzhen King Explorer Science And Technology Corporation(002917) using idle raised funds and self owned funds for cash management.
It is hereby announced.
Shenzhen King Explorer Science And Technology Corporation(002917) board of directors
January 12, 2022
