Securities code: 002129 securities abbreviation: Tianjin Zhonghuan Semiconductor Co.Ltd(002129) Announcement No.: 2022-012 Tianjin Zhonghuan Semiconductor Co.Ltd(002129)
Announcement on the amount of using 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.
On the premise of ensuring that the normal production and operation of the company will not be affected and ensuring the safety of funds, in order to improve the efficiency of fund use and increase the income of funds, Tianjin Zhonghuan Semiconductor Co.Ltd(002129) (hereinafter referred to as “the company” or ” Tianjin Zhonghuan Semiconductor Co.Ltd(002129) “) held the 23rd Meeting of the sixth board of directors on January 21, 2022, deliberated and adopted the proposal on using idle self owned funds to purchase the quota of financial products, It is agreed that the company shall use the temporarily idle self owned funds with a limit of no more than 7 billion yuan to purchase financial products, and the service life shall be effective within 12 months from the effective date of the limit. The management of the company is authorized to exercise the decision-making power and sign relevant contracts, agreements and other documents. The specific matters shall be organized and implemented by the Finance Department of the company. The independent directors have expressed their independent opinions with explicit consent.
According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, this matter is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation. The details are hereby announced as follows:
1、 Purchase of financial products with idle self owned funds
1. Investment purpose
In order to improve the efficiency of capital use and increase capital income without affecting the normal operation of the company.
2. Investment quota and term
The amount of idle self owned funds to be used shall not exceed 7 billion yuan, and the service life shall be valid within 12 months from the effective date of the amount. Within the above limit, the funds can be used on a rolling basis within the validity period.
3. Investment varieties
The company will strictly control risks and strictly evaluate financial products in accordance with relevant regulations. The company plans to purchase financial products with high security, good liquidity, low risk and relatively fixed income through banks, trusts, securities and other financial institutions. 4. Source of funds
The funds used for investment in financial products are idle self owned funds of the company.
5. Implementation mode
The management is authorized to handle relevant matters within the limit, and the specific investment is implemented by the financial department. 6. Association relationship
The company has no relationship with the financial institutions providing financial products.
2、 Investment risk analysis and risk control measures
1. Investment risk
(1) Although the financial products have been strictly evaluated, the financial market is greatly affected by the macro-economy. It is not ruled out that the investment is affected by market fluctuations.
(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 moral hazard of relevant personnel.
2. For investment risks, the proposed measures are as follows:
(1) The company will strictly abide by the principle of prudent investment and choose investment varieties with high safety and good liquidity. It is not allowed to purchase financial products with stocks / equity funds and their derivatives as investment targets. After the approval of the board of directors, the Finance Department of the company will timely analyze and track the investment direction of financial products and project progress. If risk factors that may affect the safety of the company’s funds are found, corresponding measures will be taken in time to control investment risks.
(2) The 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.
(3) The company’s independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
(4) The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
3、 Impact on the company
On the premise of ensuring normal operation, the company uses its own funds to purchase financial products with high safety and good liquidity, which will not affect the normal turnover of the company’s daily funds and the normal development of the company’s main business; It is also conducive to improving the use efficiency of idle self owned funds and obtaining certain investment income, which is in line with the interests of the company and all shareholders. 4、 Decision making procedure
In accordance with the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of main board listed companies, the articles of association and other relevant provisions, the company’s proposed use of some temporarily idle self owned funds to purchase financial products has been deliberated and adopted at the 23rd Meeting of the sixth board of directors of the company, The independent directors of the company also expressed explicit consent to the matter. This matter is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
5、 Opinions of independent directors
After verification, the independent directors believe that the decision-making procedure of the company’s proposal to use idle self owned funds to purchase the quota of financial products complies with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of Association and the management system of foreign investment. At present, the company is in good operation, stable financial condition and abundant self owned funds. On the premise of ensuring the normal operation capital demand of the company, using some self owned funds to invest in financial products with high safety and good liquidity is conducive to improving the use efficiency of the company’s self owned funds, increasing capital income, in line with the interests of the company and does not affect the normal development of the company’s main business, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
In view of the above situation, the independent directors of the company unanimously agreed that the amount of financial products purchased by the company with idle own funds shall not exceed 7 billion yuan.
6、 Recommendation opinions
After verification, Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. believes that:
Tianjin Zhonghuan Semiconductor Co.Ltd(002129) it is determined that the necessary approval procedures have been fulfilled for the purchase of financial products with idle self owned funds, there is no case of using idle raised funds to directly or indirectly make high-risk investments such as securities investment and derivatives trading, and there will be no high-risk investment with self owned funds during the temporary replenishment of raised funds, which is in line with the provisions of relevant laws, regulations and exchange rules, Shenwan Hongyuan Group Co.Ltd(000166) the underwriting sponsor has no objection to Tianjin Zhonghuan Semiconductor Co.Ltd(002129) using idle own funds to purchase the amount of financial products.
7、 Documents for future reference
1. Resolutions of the 23rd Meeting of the 6th board of directors of the company;
2. Independent opinions of independent directors on relevant matters;
3. Verification opinions of Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. on the amount of Tianjin Zhonghuan Semiconductor Co.Ltd(002129) using idle own funds to purchase financial products.
It is hereby announced
Tianjin Zhonghuan Semiconductor Co.Ltd(002129) board of directors
January 23, 2022
