Securities code: 000672 securities abbreviation: Gansu Shangfeng Cement Co.Ltd(000672) Announcement No.: 2022-009 Gansu Shangfeng Cement Co.Ltd(000672)
Announcement on using part of its own funds to invest in new economy industries in 2022
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.
In order to achieve the company’s high-quality comprehensive development strategic objectives, optimize the asset structure and cultivate new economic growth points of the enterprise, according to the medium-term development plan of “one main body and two wings”, Gansu Shangfeng Cement Co.Ltd(000672) (hereinafter referred to as “the company”) based on the main business without affecting the company’s normal operation and controllable risks, It is planned to use the quota of no more than 500 million yuan (including 500 million yuan) for equity investment in new economic industries. The total amount is no more than 500 million yuan in a natural year, and the company’s management is authorized to be responsible for the implementation of specific projects and other related matters. The details are as follows:
1、 Investment overview
1. Investment purpose
In order to implement the company’s strategic development plan of “one main business and two wings”, while based on the main business, appropriately carry out investment in new economy industries, optimize long-term strategic resource allocation, balance the cyclical fluctuation risk of a single industry, and enhance the comprehensive competitiveness of sustainable development of enterprises, without affecting the normal operation and effective risk control of the company’s main construction material business, The company appropriately invests in the layout of equity investment in new economic industries, seeks high-quality growth targets driven by scientific and technological innovation and green and high-quality development as the leading industry, continuously cultivates new economic benefit growth points of enterprises, and continuously and stably creates opportunities for rapid development for listed companies and good economic benefits for investors. 2. Investment amount
In a natural year, the company uses part of its own funds of no more than 500 million yuan (including 500 million yuan) to invest in new economy industries, and the funds can be used in a rolling manner within this amount.
3. Investment scope
According to the planning scope of the equity investment wing of the new economy industry in the company’s “one main and two wings” strategy, combined with the national “double carbon” policy and the policy call to encourage the development of the core technology innovation field to solve the “bottleneck” problem, the company’s new economy equity investment is mainly oriented to the green and high-quality development driven by “double carbon” new energy and scientific and technological innovation, Including but not limited to high-quality growth projects in new energy storage, chip semiconductor, new materials, environmental protection and other industries, carry out financial investment in new economic industries, and realize the combination of short and long-term and the integration of production and investment.
4. Investment mode
The company’s investment in new economy industry this time includes but is not limited to equity investment in the target project directly by listed companies or subsidiaries, equity investment in cooperation with other professional institutions such as equity investment funds, etc.
5. Source of funds
The funds used by the company for new economy industry investment are the self owned idle funds of the company and its wholly-owned subsidiaries, and the source of funds is legal and compliant.
2、 Review procedure
According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the standardized operation of companies listed on the main board and the articles of association, this investment does not involve related party transactions. This amount is within the scope of the deliberation authority of the board of directors and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Risks and risk control of this investment
1. The company’s investment in new economy industries may have the following risks:
(1) The investment object may be affected by many factors, such as macro-economy, industry cycle, policy changes, operation and management of the investment object, transaction scheme and so on, and there is a risk that the investment income does not meet the expectation;
(2) There are risks related to investment decision-making and operation management in the process of target investment and management; (3) There are risks that the invested enterprise cannot exit in time, which will affect the cash flow collection and delay.
2. Risk control measures
(1) The company has established a standardized investment decision-making and risk prevention and control management system, and will establish corresponding specific management process system rules for the risk control of equity investment in the new economy. The company will pay close attention to the changes of relevant regulatory policies, strengthen professional research and judgment and investment decision-making, as well as post investment management related to equity project investment, and actively prevent and reduce relevant risks in accordance with normative requirements and internal control mechanism requirements;
(2) The company will make full use of the resources of professional investment institutions and relevant professional intermediaries to carry out close cooperation, improve the professionalism of the whole process of “investment, financing, management and withdrawal” of investment projects by establishing a risk controllable, rigorous, standardized, professional and efficient cooperative investment project fund, strictly control investment risks, and fully grasp the overall development of the target project, Prevent investment risks;
(3) Strengthen internal audit supervision, establish a special person tracking system, regularly inspect and pay close attention to the follow-up operation of investment, timely fulfill the obligation of information disclosure according to the normative requirements, and maintain the safety of the company’s investment funds. 4、 Impact of investment on the company
This new economy industry investment is carried out based on the needs of the company’s high-quality comprehensive development strategy and in line with the company’s medium-term strategic plan under the guidance of responding to the national policy call to encourage and support the development of “double carbon” and solve the “neck” important technological innovation related fields. The company will invest in new economy industries on the premise of stabilizing the upgrading and development of its main business, fully ensuring the daily operational capital demand, not affecting the company’s normal business activities and effectively controlling risks, which is conducive to the implementation of the company’s “one main and two wings” strategy. The company will make full use of resources, cooperate with leading enterprises in relevant industries, and expand investment channels with the help of professional investment management institutions and other advantages and resources, so as to provide support for the sustainable, rapid and stable development of the company. The investment and operation of the listed company will not be adversely affected by the investment of the listed company and its own funds. 5、 Opinions of independent directors
The independent directors of the company agree that:
The company’s equity investment in new economy industry with its own funds is conducive to broadening investment channels and improving the comprehensive competitiveness of sustainable development of the company. At the same time, the source of funds is legal and compliant, and the investment scale is appropriate, which will not affect the normal operation of the company’s business;
The decision-making procedure of this event is legal and compliant, and complies with the provisions of relevant laws, regulations and normative documents. The company has established a standardized investment decision-making and risk prevention and control management system, strengthened internal audit supervision, established a special person tracking system, regularly inspected and paid close attention to the follow-up operation of investment, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, We agree that the company will use its own funds for equity investment in new economy industries.
6、 Documents for future reference
1. Resolution of the 40th meeting of the 9th board of directors.
It is hereby announced.
Gansu Shangfeng Cement Co.Ltd(000672) board of directors
February 18, 2022
