Securities code: 300645 securities abbreviation: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Announcement No.: 2021-011 bond Code: 123043 bond abbreviation: Zhengyuan convertible bond
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Announcement on using some idle self owned funds to purchase financial products
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.
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as “the company”) held the first meeting of the Fourth Board of directors and the first meeting of the Fourth Board of supervisors on January 14, 2022, deliberated and adopted the proposal on using some idle own funds to purchase financial products. The company and its holding subsidiaries can effectively control risks without affecting normal production and operation, The purchase of some idle self owned funds with an amount not exceeding RMB 150 million (including this amount), including but not limited to financial products or fund products issued by financial institutions such as banks, fund companies, securities companies, insurance companies or trust companies (except for stocks and their derivatives, securities investment funds or products for securities investment), The term shall not exceed 12 months. Within the above limit, the funds can be recycled and rolled. This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
1、 Basic information of using some idle self owned funds to purchase financial products
(I) investment purpose
In order to improve the use efficiency of funds and make rational use of some idle self owned funds, the company and its holding subsidiaries use their own funds to purchase financial products on the premise of ensuring that they will not affect normal production and operation and can effectively control risks, which can increase capital income and obtain more returns for the company and shareholders.
(II) investment quota
According to the current capital use status of the company and its holding subsidiaries and considering maintaining sufficient liquidity, the company and its holding subsidiaries intend to use some idle self owned funds with an amount of no more than RMB 150 million (including this amount) to purchase financial products. Within the above limit, the funds can be recycled and rolled.
(III) investment varieties
The company and its holding subsidiaries will strictly control risks in accordance with relevant regulations and purchase financial products or fund products issued by financial institutions including but not limited to banks, fund companies, securities companies, insurance companies or trust companies (except for stocks and their derivatives, securities investment funds or products for securities investment) for a period of no more than 12 months.
(IV) validity period of investment resolution
It shall be valid within 12 months from the date of deliberation and approval at the first meeting of the Fourth Board of directors of the company.
(V) implementation mode
The board of directors of the company authorizes the chairman or executive director of the company and its holding subsidiaries to exercise the investment decision-making power and sign relevant contract documents, including but not limited to: selecting a qualified professional financial institution as the trustee, specifying the amount and period of entrusted financial management, selecting the variety of entrusted financial management products, signing contracts and agreements, etc, Specific matters shall be organized and implemented by the company’s financial department.
The company and its holding subsidiaries must purchase financial products in their own name, and a special person shall be responsible for the management of investment financial accounts.
(VI) information disclosure
The company will timely disclose the specific situation of purchasing financial products in accordance with the relevant requirements of the Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, and the company’s investment and financing decision-making management system.
2、 Investment risk analysis and risk control measures
(I) investment risk analysis
1. Although the investment products have been strictly evaluated, it is not excluded that the investment is affected by the macro-economic fluctuation of the financial market;
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable;
3. Operation and monitoring risks of relevant staff.
(II) risk control measures
1. The board of directors of the company authorizes the chairman or executive director of the company and its holding subsidiaries to exercise the investment decision and sign relevant documents. The financial directors of the company and its holding subsidiaries are responsible for organizing the implementation, and the financial department is responsible for the specific operation. The company will timely analyze and track the investment direction and progress of financial products. Once adverse factors are found or judged, the company will timely take corresponding preservation measures to control investment risks.
2. The internal audit department of the company is responsible for auditing and supervising the use and custody of investment and wealth management funds, conducting regular comprehensive inspection on wealth management products, issuing internal audit reports and submitting them to the board of directors and the audit committee.
3. The independent directors and the board of supervisors have the right to supervise and inspect the investment and financial products, and can hire professional institutions to audit when necessary.
4. The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
3、 Impact on the company and its holding subsidiaries
(I) the company and its holding subsidiaries adhere to standardized operation, maintain and increase value, prevent risks, and use some idle self owned funds to purchase financial products or fund products issued by financial institutions such as banks, fund companies, securities companies, insurance companies or trust companies (except stocks and their derivatives, securities investment funds or products for securities investment), The term shall not exceed 12 months, which will not affect the capital needs of the company’s normal operation.
(II) appropriate short-term financial management can improve the use efficiency of funds, obtain certain investment benefits and seek more investment returns for the company’s shareholders.
4、 Decision making procedures for this matter
(I) deliberations of the board of directors
On January 14, 2022, the first meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on using some idle self owned funds to purchase financial products. After deliberation and voting by all directors, it was unanimously agreed that the company and its holding subsidiaries could effectively control risks without affecting normal production and operation, The purchase of some idle self owned funds with an amount not exceeding RMB 150 million (including this amount), including but not limited to financial products or fund products issued by financial institutions such as banks, fund companies, securities companies, insurance companies or trust companies (except for stocks and their derivatives, securities investment funds or products for securities investment), The term shall not exceed 12 months. Within the above limit, the funds can be recycled and rolled. The resolution is valid for 12 months from the date of deliberation and adoption at the first meeting of the Fourth Board of directors of the company, and authorizes the chairman or executive director of the company and its holding subsidiaries to exercise the relevant investment decision-making power within the above limit and sign relevant documents. The specific matters shall be organized and implemented by the financial department of the company. This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(II) review by the board of supervisors
After review, the board of supervisors believes that the company and its holding subsidiaries use some idle self owned funds with an amount of no more than RMB 150 million (including this amount), including but not limited to banks, fund companies, securities companies Financial products or fund products (excluding stocks and their derivatives, securities investment funds or products for securities investment purposes) issued by financial institutions such as insurance companies or trust companies shall have a term of no more than 12 months. Within the above limit, the funds can be recycled and rolled, which will not affect the company’s normal capital turnover needs and help to improve the company’s capital use efficiency, Improve the return on assets, increase the company’s income and seek more return on investment for the company’s shareholders without affecting the funds required for daily business activities, It complies with the relevant provisions of Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, and the company’s investment and financing decision-making management system.
Therefore, the board of supervisors agreed to the proposal on using some idle self owned funds to purchase financial products.
(III) opinions of independent directors of the company
The independent directors believe that the company and its holding subsidiaries use some idle self owned funds with an amount not exceeding RMB 150 million (including this amount) to purchase, including but not limited to banks, fund companies, securities companies Financial products or fund products (excluding stocks and their derivatives, securities investment funds or products for securities investment purposes) issued by financial institutions such as insurance companies or trust companies shall have a term of no more than 12 months. Within the above limit, the funds can be recycled and rolled, which will not affect the company’s normal capital turnover needs and help to improve the company’s capital use efficiency, Improve the return on assets, increase the company’s income and seek more return on investment for the company’s shareholders without affecting the funds required for daily business activities, It complies with the relevant provisions of Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, and the company’s investment and financing decision-making management system. Therefore, the independent directors agreed to the proposal on using some idle self owned funds to purchase financial products.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the proposal that the company and its holding subsidiaries use some idle self owned funds to purchase financial products has been deliberated and adopted by the board of directors and the board of supervisors of the company, and the independent directors have expressed independent opinions and performed the necessary deliberation procedures, which is in line with the relevant regulations of the China Securities Regulatory Commission and Shenzhen Stock Exchange and the interests of the company and all shareholders. The sponsor agrees that the company and its holding subsidiaries use some idle self owned funds to purchase financial products or fund products (stocks and their derivatives, securities investment funds or for the purpose of securities investment) issued by financial institutions such as banks, fund companies, securities companies, insurance companies or trust companies with a period of no more than 12 months
6、 Documents for future reference
1. Resolution of the first meeting of the Fourth Board of directors of the company;
2. Resolution of the first meeting of the Fourth Board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the first meeting of the Fourth Board of directors;
4. Verification opinions of Citic Securities Company Limited(600030) on Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) using some idle self owned funds to purchase financial products.
It is hereby announced.
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) board of directors
January 17, 2022
