Securities code: 002947 securities abbreviation: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Announcement No.: 2022-011 Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Announcement on using part of its own funds for cash management
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as "the company") held the 23rd Meeting of the second board of directors and the 17th meeting of the second board of supervisors on January 21, 2022. The meeting deliberated and adopted the proposal on using part of its own funds for cash management, and agreed that the company, without affecting its normal business, Use idle self owned funds of no more than RMB 500 million for cash management. This item does not involve related party transactions, and the investment period is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. The details are as follows:
1、 Previous use of some idle self owned funds for cash management
The company held the 12th meeting of the second board of directors on January 22, 2021 and the first extraordinary general meeting of shareholders in 2021 on February 9, 2021, deliberated and approved the proposal on using part of its own funds for cash management, and agreed to use part of its idle own funds with a total amount of no more than RMB 500 million for cash management, The investment term shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
2、 Basic information of cash management using some idle self owned funds this time
(I) management purpose
On the premise of not affecting the normal business operation, increase the capital efficiency, improve the maintenance and appreciation of the company's funds, and protect the interests of the company's shareholders.
(II) investment quota
The company plans to use idle self owned funds with a total amount of no more than RMB 500 million for cash management. Within the above limit, the funds can be used on a rolling basis.
(III) investment type and term
In order to control risks, the company uses idle self owned funds to appropriately purchase financial products of financial institutions with high security, good liquidity and low risk, and the term of investment products shall not exceed 12 months. The above investment varieties do not involve securities investment, and are not used for the purpose of stocks and their derivatives, securities investment funds and securities investment, as well as bank financial management or trust products with unsecured bonds as the subject matter.
(IV) validity period of investment resolution
Effective within 12 months from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022.
(V) implementation mode
The board of directors of the company will authorize the chairman or the person authorized by the chairman to exercise the investment decision-making power within the limit 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. The financial products purchased by the company shall not be pledged.
(VI) information disclosure
The company will timely perform the obligation of information disclosure in accordance with the Listing Rules of Shenzhen Stock Exchange and other provisions.
3、 Investment risk analysis and risk control measures
(I) investment risk
1. The company purchases low-risk financial products with high security and good liquidity, but the financial market is greatly affected by the macro economy. It is not ruled out that the investment income will be affected by market fluctuations.
2. The company 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. Operational risks of relevant staff.
(II) risk control measures
1. In order to control risks, the above capital investment varieties are low-risk, short-term (no more than 12 months) financial institutions' financial products (including but not limited to agreed deposits, structured deposits, time deposits, etc.), the trustee has no relationship with the company, and does not involve the venture investment varieties specified by Shenzhen Stock Exchange. The above financial products shall not be used for pledge.
2. The financial management department of the company will timely analyze and track the investment direction of financial products and the progress of the project. If it is found that there are risk factors that may affect the safety of the company's funds, it will take corresponding measures in time to control the investment risk. The audit department shall supervise the use and custody of financial funds on a daily basis and audit and verify the use of funds from time to time.
3. 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 disclose the purchase and profit and loss of financial products during the reporting period in the periodic report in accordance with the relevant provisions of Shenzhen Stock Exchange.
4、 Impact on the company
(I) the company strictly abides by the principle of prudent investment. On the premise of ensuring the daily operation and capital safety of the company, the company carries out cash management with idle self owned funds of no more than 500 million yuan, determines the specific investment period according to the company's capital situation, and considers the flexibility of product redemption, so it will not affect the daily production and operation of the company, And it is conducive to improving the use efficiency and income of funds.
(II) obtain certain investment benefits through appropriate low-risk short-term financial management, so as to improve the overall performance level of the company and seek more investment returns for the shareholders of the company.
5、 Review procedures to be performed
The proposal on using part of its own funds for cash management has been deliberated and adopted at the 23rd Meeting of the second board of directors and the 17th meeting of the second board of supervisors, and the independent directors and the sponsor Sinolink Securities Co.Ltd(600109) (hereinafter referred to as the "sponsor") have expressed clear consent. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（1） Opinions of the board of directors
The board of directors of the company reviewed and approved this matter. For details, see the announcement on the resolution of the 23rd Meeting of the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) second board of directors (Announcement No.: 2022-008) disclosed by the company on January 24, 2022.
（2） Opinions of independent directors
The independent directors have expressed their independent opinions on this matter. For details, see the independent opinions of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) independent directors on matters related to the 23rd Meeting of the second board of directors disclosed by the company on January 24, 2022.
（3） Opinions of the board of supervisors
The board of supervisors of the company reviewed and approved this matter. For details, see the announcement on the resolution of the 17th meeting of the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) second board of supervisors (Announcement No.: 2022-009) disclosed by the company on January 24, 2022.
（4） Opinions of the sponsor
The sponsor has expressed its independent opinions on this matter. For details, see the verification opinions on Sinolink Securities Co.Ltd(600109) using part of its own funds for cash management disclosed by the company on January 24, 2022. 6、 Documents for future reference
(I) Suzhou Hengmingda Electronic Technology Co.Ltd(002947) resolution of the 23rd Meeting of the second board of directors
(II) Suzhou Hengmingda Electronic Technology Co.Ltd(002947) independent directors' independent opinions on matters related to the 23rd Meeting of the second board of directors
(III) Suzhou Hengmingda Electronic Technology Co.Ltd(002947) resolution of the 17th meeting of the second board of supervisors
(IV) verification opinions of Sinolink Securities Co.Ltd(600109) on Suzhou Hengmingda Electronic Technology Co.Ltd(002947) using part of its own funds for cash management
It is hereby announced.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) board of directors
January 21, 2022
