Securities code: Tcl Technology Group Corporation(000100) securities abbreviation: TCL technology Announcement No.: 2022043 TCL Technology Group Co., Ltd
Announcement on matters related to securities investment and wealth management in 2022
TCL Technology Group Co., Ltd. and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
TCL Technology Group Co., Ltd. (hereinafter referred to as “the company”) issued the announcement on matters related to securities investment and wealth management in 2021 on March 10, 2021. The board of directors of the company agreed that the company would use its own idle funds for investment and wealth management on the premise of controlling investment risks. The total amount of securities investment and wealth management was 23 billion yuan, of which the upper limit of low-risk investment and wealth management was 15.5 billion yuan, The upper limit of securities investment in Hong Kong and overseas stocks is 2.5 billion yuan, and the upper limit of investment and wealth management of Tianjin TCL Tianjin Zhonghuan Semiconductor Co.Ltd(002129) Co., Ltd. (hereinafter referred to as “TCL central”) is 5 billion yuan.
On January 24, 2022, TCL central convened the board of directors, deliberated and approved the proposal on using idle self owned funds to purchase financial products, and agreed to use temporarily idle self owned funds with a limit of no more than 7 billion yuan to purchase financial products.
Based on this, in combination with the above matters related to securities investment and wealth management, in 2022, the company plans to merge and manage the amount of TCL Central’s purchase of wealth management products of 7 billion yuan. After the merger, the company’s overall investment and wealth management amount is adjusted from 23 billion yuan to 25 billion yuan, accounting for 58.09% of the company’s audited net assets attributable to listed companies in the previous year. At the 18th meeting of the 7th board of directors held on April 27, 2022, the company deliberated and adopted the proposal on matters related to securities investment and wealth management in 2022, and agreed to matters related to securities investment and wealth management of the company. This matter does not constitute a connected transaction and needs to be submitted to the general meeting of shareholders of the company for deliberation. Relevant matters are announced as follows:
1、 Overview of financial management
1. The purpose of financial management with its own idle funds
Through the improvement of asset management efficiency, profitability and cash flow from operating activities, the company can improve capital use efficiency and short-term financial returns through low-risk financial management and securities investment on the premise of effectively controlling investment risks.
2. Investment amount
On the premise of not affecting normal operation and controllable risk, the total amount of financial management shall not exceed 25 billion yuan, and this limit can be recycled. The upper limit of low-risk investment and financial management with its own idle funds is RMB 22.5 billion, while the upper limit of securities investment in Hong Kong and overseas stocks is still RMB 2.5 billion, with a total financial management limit of RMB 25 billion. 3. Investment mode
Authorize the chairman of TCL Technology Group Finance Co., Ltd. to be responsible for the management of low-risk investment businesses such as bond investment, money market fund investment and entrusted wealth management of the company (except TCL central and its subsidiaries), and provide management suggestions for low-risk investment and wealth management of TCL central; The amount of low-risk investment and wealth management of the company (except TCL central and its subsidiaries) is 15.5 billion yuan; At the same time, the company’s low-risk investment and wealth management can occupy the unused amount of securities investment such as stocks in Hong Kong and overseas markets.
Authorize the general manager of tcltechnology Investments Limited (hereinafter referred to as “TTI”, the company’s holding subsidiary in Hong Kong) to engage in the management of secondary market stock and related derivatives investment, new share subscription and fund investment in Hong Kong and overseas markets within the investment limit of RMB 2.5 billion.
Within the company’s overall financial management quota, TCL central handles low-risk financial management and investment business based on its own decision-making procedures. According to the proposal on using idle self owned funds to purchase financial product quota deliberated and approved by the board of directors of TCL central on January 24, 2022, the management of TCL central exercises the decision-making power of investment and financial management and signs relevant contracts, agreements and other documents. The specific matters are organized and implemented by the Finance Department of TCL central, The amount of investment and financial management is 7 billion yuan.
4. Investment period
The term is generally within one year.
5. Validity of authorization
The validity period of the company’s financial management quota is valid from the date of deliberation and approval by the general meeting of shareholders, and the validity period is 1 year or until the date of deliberation and approval of similar matters by the next general meeting of shareholders.
2、 Financial fund source
Under the condition of ensuring the funds required for the normal operation and development of the company, the source of the company’s proposed financial management funds is limited to the self owned idle funds of the company and its holding subsidiaries, and the raised funds are not used for securities investment directly or indirectly.
3、 Approval procedures to be performed
According to 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 and relevant laws and regulations, this investment matter needs to be submitted to the general meeting of shareholders of the company for deliberation after being deliberated and approved by the board of directors of the company.
4、 Impact of securities investment and financial management on companies
The company’s securities investment is mainly its own idle funds, which does not affect the use of the company’s operating funds; From the perspective of term, the term of securities investment is generally within one year, and the source is self owned idle funds. The company’s securities investment can be properly allocated on the premise of meeting the demand for operating funds; It will not affect the operation of the company’s operating funds and external payments, nor will it adversely affect the company’s governance and legal compliance operation.
5、 Risk analysis and control measures
The company conducts financial management with its own idle funds, which is greatly affected by the macroeconomic situation, fiscal and monetary policies, exchange rate and capital, and there are systemic risks. The company has formulated and issued the securities investment management system, which has detailed provisions on the approval authority and procedures of financial management, fund management, business risk control, reporting system, information disclosure and accountability. The company has always strictly implemented the system, adhered to standardized operation, effectively prevented risks, and made good allocation of securities investment funds under the condition of meeting the needs of the company’s operating funds, And appropriately adjust the investment strategy and portfolio according to the changes of the external environment, so as to obtain the investment income on the premise of reducing the risk.
6、 Independent opinions expressed by independent directors
We believe that the matters considered by the board of directors on the use of its own idle funds for securities investment and wealth management comply with the provisions of relevant laws and regulations, and the voting procedures are legal and effective; The funds the company plans to use are only limited to the self owned funds of the company and its subsidiaries. We have not found that the raised funds are used for the placement and purchase of new shares through direct or indirect arrangements, or for the trading of stocks, their derivatives and bonds, as well as entrusted financial management; In addition, the company has established and improved the internal control system for the use of its own idle funds for securities investment and financial management.
Through the improvement of asset management efficiency, the cash flow of operating activities continues to improve. The company has sufficient idle Book funds, which can be used for securities investment and wealth management and improve short-term financial returns. The company’s securities investment and wealth management is properly configured on the premise of meeting the demand for operating funds, which will not affect the company’s operating capital operation and external payment, nor adversely affect the company’s governance and legal compliance operation. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Board of directors of TCL Technology Group Co., Ltd. April 27, 2022
