Boshen Tools: Announcement of Idle Fund Investment and Wealth Management Products

The company and all members of the board of directors guarantee the truthfulness, accuracy and completeness of the information disclosure, and there are no false records, misleading statements or major omissions.

I. Overview of foreign investment

1. Boshen Tools Co., Ltd. (hereinafter referred to as “the company”) held the third meeting of the third board of directors on December 17, 2013, and reviewed and approved the “Proposal on the Use of Idle Funds to Invest in Banking Wealth Management Products”. It is agreed that the company will use idle self-owned funds to invest in low-risk bank wealth management products. The amount of funds used shall not exceed RMB 50 million, and the total amount of bank wealth management products invested at any time shall not exceed RMB 50 million. The board of directors of the company authorizes the chairman to exercise the investment decision-making power within the above-mentioned investment quota. The company's management team shall implement the above-mentioned financial management matters, and the authorization period shall be valid within one year from the date of the resolution of the board of directors. The company's independent directors expressed their consent to the matter.

2. The approval authority of this investment item is within the approval authority of the company's board of directors and need not be submitted to the shareholders' meeting for deliberation. This investment does not involve related party transactions.

Second, the basic situation of the investment target

1. Purpose of investment

Improve the efficiency of capital use, rationally use idle self-owned funds, and increase the company's revenue.

2. Investment quota

The company uses idle self-owned funds to invest in low-risk bank wealth management products. The amount of funds used does not exceed RMB 50 million, and the total amount of open-end bank wealth management products invested at any time does not exceed RMB 50 million. The funds can be rolled within the above quota. use.

3. Investment varieties

In order to control risks, the above funds can only be used to invest in low-risk bank wealth management products (guaranteed wealth management products or open wealth management products with a maturity of no more than one year). The company's use of idle self-owned funds to invest in low-risk bank wealth management products is not covered by the risk investment scope of the SME Board Information Disclosure Business Memorandum No. 30: Venture Capital. The company will not use the above funds to invest in domestic and foreign stocks, securities investment funds and other securities and their derivatives, nor invest in financial products issued by banks and other financial institutions with stocks, interest rates, exchange rates and derivatives as the main investment targets.

4. Investment period

Valid for one year from the date of adoption of the board resolution.

5. Source of funds

The funds used by the company to invest in bank wealth management products are idle funds of the company, which do not affect the liquidity required for the normal operation of the company. The source of funds is legal and compliant.

6, the implementation

The board of directors of the company authorizes the chairman to exercise the investment decision-making power within the above-mentioned investment quota, and the company's management team implements the above-mentioned financial management matters.

Third, investment risk analysis and risk control measures

1. Investment risk

Although bank wealth management products are low-risk investment products, the financial market is greatly affected by the macro economy. It is not excluded that the investment is affected by market volatility; the company will intervene according to the economic situation and changes in the financial market in a timely and appropriate amount, so short-term investment The actual income is unpredictable.

2. For investment risks, the proposed measures are as follows

The company will strictly carry out relevant wealth management business in strict accordance with the relevant laws and regulations of the Shenzhen Stock Exchange and the relevant laws and regulations of the company and the company's "Articles of Association" and "Investment Decision Management System", and will strengthen the analysis and research of related wealth management products. Seriously implement the company's internal control system and strictly control investment risks.

(1) The company will timely analyze and track the investment of bank wealth management products and the progress of the project. Once it finds or judges that there are unfavorable factors, it will take corresponding preservation measures in time to control the investment risks;

(2) The Audit Department is responsible for the auditing and supervision of the use and custody of the company's bank wealth management funds. At the end of each quarter, all bank wealth management product investment projects should be thoroughly inspected, and according to the principle of prudence, the expected income of each investment should be reasonably predicted. And loss;

(3) The Board of Supervisors has the right to conduct regular or irregular inspections of the Bank's wealth management products. If violations are found, it may be proposed to convene the Board of Directors to consider and stop the investment.

Based on the principle of safeguarding the interests of shareholders and the company, the company puts risk prevention first, strictly controls the investment of bank wealth management products, makes careful decisions, and maintains close contact with relevant wealth management banks to track the operation of wealth management funds and strengthen Risk control and supervision to strictly control the safety of funds.

Fourth, the impact on the company's daily operations

Under the premise of ensuring that daily operations and capital security are not affected, the company uses some idle self-owned funds to invest in low-risk bank wealth management products, which is conducive to improving the efficiency of capital use, obtaining certain investment income, further improving the overall performance of the company and obtaining for shareholders. More return on investment.

The company did not conduct any other entrusted wealth management before using the idle self-owned funds to invest in bank wealth management products.

V. Independent directors' opinions

After reviewing the relevant materials, we believe that under the premise of controlling risks, the company uses idle self-owned funds and chooses the right time to invest in low-risk bank wealth management products, which is conducive to improving the efficiency of the company's idle self-owned funds and increasing profits. It will adversely affect the company's production and operation, and there is no harm to the company and all shareholders, especially the interests of small and medium shareholders. The investment decision-making process is legal and compliant. We agree that the company uses idle funds to conduct low-risk investment in bank wealth management products.

6. Opinions of the Board of Supervisors

The Board of Supervisors believes that under the premise of ensuring that it does not affect daily operations and financial security, the company will use some idle funds to invest in low-risk bank wealth management products, which will help improve the efficiency of capital use, improve the overall performance of the company, and obtain more investment for shareholders. Return. The board of directors complies with the decision-making procedures for investment and financial management matters, and there is no harm to the interests of the company and all shareholders, especially small and medium shareholders.

VII. Documents for reference

1. The resolution of the third meeting of the third board of directors of the company;

2. The resolution of the third meeting of the third board of supervisors of the company;

3. Independent directors' independent opinions on the company's use of idle self-owned funds to invest in bank wealth management products.

Special announcement.

Boshen Tools Co., Ltd.

December 18, 2013

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