Negotiable securities code: Abbreviation of 603328 negotiable securities: Depend on an electronic announcement number: Face 2019-010
What our company and member of supervision board ensemble assure announcement content is true, accurate and complete, be stated to sex of the false account in announcement, misdirect or great omit assume responsibility.
Guangdong depends on an Inc. of electronic science and technology (the following abbreviation " company " ) management layer of accredit of board of directors begins negotiable securities investment and finance to derive taste trading deadline to already expired on April 22, 2019, use efficiency to raise fund, the company held the 4th board of directors the 14th times on April 23, 2019 the conference, discuss passed " taste about continueing to use own reserves to be engaged in negotiable securities investment and finance deriving those who trade is second reading " , particular case is as follows:
One, investment survey
(one) investment objective
Be in controallable investment risk and below the situation that does not affect a company to be managed normally, the company plans to continue to use a part to oneself unused capital is engaged in negotiable securities investment and finance deriving article trade, in order to rise oneself unused capital uses efficiency, raise the capital return rate of the company, realize the rise in value keeping a cost of capital.
(2) investment limits
Negotiable securities investment includes the negotiable securities such as stock, fund, bond; Finance is derived article include but not be confined to long-dated, period authority, drop period wait for a product with futures.
(3) during planning to throw capital to reach
Be in successive inside 12 months, the company plans to continue to use highest forehead to spend be equivalent to a RMB 300 million yuan own reserves undertakes negotiable securities investment and finance are derived article trade, limits is spent in this forehead inside, use at negotiable securities investment and finance to derive the capital gold that tastes investment to be able to reach wholy-owned subsidiary by the company, accuse scroll of share company collective loop to use. The profit that investment gains can undertake reinvest, the amount of reinvest is not included in this second predicting investment spends limits inside.
(4) financing source
Investment of this second negotiable securities and finance are derived article trade the fund that item uses is confined to a company to have unused fund oneself, wait for the own reserves beyond except collect capital, bank credit capital namely, and the fund management business accounting that passes a company, the use of this capital won't create the capital pressure of the company, also won't manage normally to the company, the behavior such as investment brings an influence.
(5) the company inside before 12 months is engaged in negotiable securities investment and finance deriving article trade circumstance
Have inside before the company 12 months undertake negotiable securities invests, did not undertake finance is derived article trade. Particular case is as follows: On April 23, 2018, the 9th times the conference discusses the 4th board of directors of company and passed " about continueing to use own reserves to be engaged in negotiable securities investment reachs finance to derive article those who trade is second reading " , in make sure the company is managed normally and the premise of capital safety falls, the company is in successive inside 12 months, use highest forehead to spend the own reserves that is equivalent to 300 million yuan of RMBs to undertake negotiable securities investment and finance are derived article trade.
(6) decision-making process
On April 23, 2019, the company holds the 4th board of directors the 14th times the conference, discuss on the meeting passed " taste about continueing to use own reserves to be engaged in negotiable securities investment and finance deriving those who trade is second reading " , agree with a company to use highest forehead to spend be equivalent to a RMB 300 million yuan own reserves is engaged in negotiable securities investment and finance deriving article trade, take a company total assets of audit of 2018 year classics 5.55% of 5.409 billion, afore-mentioned item do not belong to correlation to trade. President of accredit of company board of directors discusses the day that carry to rise one year oneself inside exercise invests decision making authority this to reach sign relevant law document, organize relevant section to carry out by company management layer.
(7) investment principle
1, entire use company has unused fund oneself and must not affect a company to run an activity normally;
2, negotiable securities investment and finance derive the financial orgnaization that tastes investment to must choose to possess lawful management qualification to do business;
3, abide by risk and accrual strictly best match a principle;
4, firm financial department deploys person specially assigned for a task to undertake dogging, report regularly.
2, the influence to the company
The company can involve much foreign currency professional work in daily management process, money of main settle accounts is planted for the dollar, foreign currency capital closes pay, foreign currency asset, foreign currency is indebted face exchange rate and risk of interest rate wave motion, appear when exchange rate when bigger wave motion, exchange gains and losses can cause bigger effect to the company. The company undertakes relevant finance is derived article trade the risk that is helpful for market of avoid foreign currency, reduce n of foreign currency risk, be on guard exchange rate and interest rate wave motion are managed to company production, the undesirable effect that cost control causes. Company this second use own reserves undertakes negotiable securities investment and finance are derived article trading is fall in the premise that ensures the company manages zephyr danger to be able to accuse daily, explore more substantial gain and investment mode further, it is normal to won't affect company daily capital need of have enough to meet need, also do not involve use collect fund. The company uses own reserves to undertake negotiable securities investment and finance are derived article trade, anticipate can bring relevant profit for the company, in the meantime, face the risk of deficit likely also. The company will be abided by " the standard is run, be on guard risk, capital is safe " principle, do not affect a company to be managed normally, do not affect advocate the normal evolution of business Wu.
3, investment risk analysis and risk control measure
(one) investment risk analysis
1.Market risk: The negotiable securities investment that the company has will get the cycle of macroscopical economy, industry, company management that invests mark, trade the plan, influence that buys a variety of ingredients such as conformity; The company begins finance to derive when tasting business, when economic situation of international, home produces change, the wave motion of market price case such as corresponding exchange rate, interest rate will be likely derive to company finance article trade produce adverse effect.
2, operate a venture: The company is in begin negotiable securities invests and derive article trade when business, if produce operation personnel to did not sign up for equipment to reach by formulary program,examine and approve, or record negotiable securities thoroughly to invest mark reach finance to derive taste business information, bring about the likelihood negotiable securities investment and finance to derive taste business loss or lose trade opportunity.
3, legal hazard: The company begins finance to derive article trade when business, existence trades personnel fails to understand adequately trade contract provision and product information, bring about management activity to be good law sets or be not caused because of exterior law incident make easy loss.
(2) plan to adopt a risk to control measure
1, be aimed at investment risk, plan to adopt measure to be as follows:
(1) the company will abide by careful investment principle strictly, choose dovish investment breed. Independent director, supervision board has authority to use a circumstance to undertake supervisory to capital with the examination, can invite professional orgnaization to have audit when necessary.
(2) layer of management of accredit of company board of directors is in charge of a board of directors examining and approve the forehead to spend the negotiable securities inside invests and derive taste trading specific executive arrangements. The company deploys person specially assigned for a task to undertake those who taste dogging negotiable securities investment and finance are derived cast to, project progress circumstance, if evaluate discovery to exist to affect the risk element of company capital safety possibly, answer to take corresponding step in time, control invests a risk.
2, deposit in the light of capital with use risk, plan to adopt measure to be as follows:
(1) establish a Zhang government, the economic activity that uses to capital should establish perfect and complete accountant items of an account, the financial business accounting that makes good capital use works;
(2) financial department should check in time with the bank that day at producing investment item account remaining sum, ensure capital is safe;
(3) fund use condition is undertaken be supervisoried daily by department of firm internal audit.
3, carry out post duty and personnel depart principle strictly, trade personnel and accounting personnel must not be held part-time each other; Strengthen the management of pair of company bank account and capital, abide by capital transfer and use examination strictly program.
4, the company already was made " great run system of as decision-making as investment management " and " built-in control system " , will strengthen market analysis and breed survey, cogent executive interior concerns administrative system, severe control a venture, the standard is run.
5, the relevant provision that the company hands in the basis place, in the exposure in regular report investment of the negotiable securities inside report period and finance are derived article trade circumstance of relevant increase and decrease.
4, independent director opinion
Basis " appear on the market about be in the directive opinion that the company builds independent director system " , " stock of Shanghai stock exchange appears on the market regular " reach " company rules " , company " rules of independent director work " wait for concerned regulation, we regard a company as independent director, serious check and approve " about continueing to use own reserves to be engaged in negotiable securities investment reachs finance to derive article those who trade is second reading " reach relevant data, mix to company management condition, financial standing inside accused the circumstance such as the system to undertake necessary examine and verify, be based on the principle that judges independently, objectively, express following independent opinions:
1, the company is below the premise that makes sure normal production manages activity and investment demand, use share own reserves is used at negotiable securities investment and finance to derive article trade, be helpful for raising company capital to use efficiency, use capital market to promote company whole outstanding achievement the standard.
2, the company already was made " great run system of as decision-making as investment management " and " built-in control system " , build perfect business flow, examine and approve attributive, supervisory mechanism and risk control measure. This are second reading had discussed through company board of directors vote through, careful agenda order is lawful and significant.
3, the company plans to continue to begin highest forehead to spend the negotiable securities investment that is equivalent to 300 million RMB and finance to derive article trade, accord with the requirement of concerned system and code, and fulfilled necessary examination program, accord with a company to grow the increase of far development and company shareholder.
5, for future reference file
1, the 4th board of directors of company resolution of the 14th conference;
2, independent director about the 4th board of directors the 14th conference is relevant the independent opinion of item.
Hereby announcement.
Guangdong depends on a board of directors of Inc. of electronic science and technology
On April 24, 2019
