Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346) Announcement No.: 202216
Shanghai Zhezhong Group Co.Ltd(002346)
Announcement on using self owned funds for securities investment
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.
Important content tips:
1. Types of investment: placement or subscription of new shares, securities repurchase, investment in stocks and depositary receipts, bond investment, entrusted financial management and other investment activities recognized by Shenzhen Stock Exchange. Among them, entrusted financial management refers to that the company entrusts banks, trusts, securities, funds, futures, insurance asset management institutions, financial asset investment companies, private fund managers and other professional financial institutions to invest and manage their property or purchase relevant financial products.
2. Investment quota: no more than (including) RMB 1.5 billion. Among them, it is proposed to use its own funds of no more than (including) 1.3 billion yuan for entrusted financial management, including entrusting banks, trusts, securities, funds, futures, insurance asset management institutions, financial asset investment companies, private fund managers and other professional financial management institutions to invest and manage the company’s property or purchase relevant financial products; Use idle self owned funds of no more than (including) 200 million yuan to invest in new share placement or subscription, securities repurchase, stock and depositary receipt investment, bond and derivatives trading and other products. The above investment amount includes the amount of continued and new securities investment, and the investment amount at any time shall not exceed the amount under consideration.
3. Risk warning: the company has carried out effective risk prevention for securities investment according to the securities investment management system, but it will still be affected by the macro-economy of the financial market. It does not rule out that relevant investments will be affected by income risk, credit risk, interest rate risk, liquidity risk, legal and policy risk, operational risk and other risks, which will affect the income. Therefore, there is great uncertainty, The company will follow the principle of “capital safety, strict risk control and standardized operation”, and focus on the matching of income and risk, so as to safeguard the overall interests of the company and its shareholders. 1、 Investment overview
Shanghai Zhezhong Group Co.Ltd(002346) (hereinafter referred to as “the company”) held the 16th meeting of the 4th board of directors on March 9, 2022, deliberated and adopted the proposal on securities investment with its own funds. According to the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and in combination with the company’s business planning, the company and its subsidiaries and subsidiaries within the scope of consolidated statements plan to use a total of no more than (including) RMB on the premise of fully ensuring the company’s daily operational capital needs, not affecting normal operation and effectively controlling investment risks
Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346) Announcement No.: 202216
1.5 billion yuan of self owned funds for securities investment. The independent directors of the company have expressed their independent opinions, and this proposal needs to be submitted to the general meeting of shareholders for deliberation.
1. Investment purpose: according to the company’s development strategy, under the premise of not affecting normal operation and effectively controlling investment risks, make rational use of its own funds, fully improve the efficiency of fund use and the rate of return on funds, and maximize the income of the company and shareholders.
2. Investment quota: no more than (including) RMB 1.5 billion. Among them, it is proposed to use its own funds of no more than (including) 1.3 billion yuan for entrusted financial management, including entrusting banks, trusts, securities, funds, futures, insurance asset management institutions, financial asset investment companies, private fund managers and other professional financial management institutions to invest and manage the company’s property or purchase relevant financial products; Use idle self owned funds of no more than (including) 200 million yuan to invest in new share placement or subscription, securities repurchase, stock and depositary receipt investment, bond and derivative trading and other products. The above investment amount includes the amount of continued and new securities investment.
Within the above limit, the funds can be used on a rolling basis, but the amount of securities investment transactions at any point in the term shall not exceed the investment limit.
3. Investment scope: the investment scope includes placement or subscription of new shares, securities repurchase, stock and depositary receipts investment, bond investment, entrusted financial management and other investment activities recognized by Shenzhen Stock Exchange. Among them, entrusted financial management refers to that the company entrusts banks, trusts, securities, funds, futures, insurance asset management institutions, financial asset investment companies, private fund managers and other professional financial institutions to invest and manage their property or purchase relevant financial products.
4. Source of funds: the company’s own funds.
5. Investment term: valid within 12 months from the date of deliberation and approval by the 2021 annual general meeting of shareholders, and authorizes the chairman of the company to be responsible for the specific implementation of relevant matters.
2、 Approval, decision-making and management procedures
The chairman of the company is the person in charge of the securities investment matters of this resolution and signs the investment related agreements and contracts within the scope of authorization.
Before the implementation of the securities investment project, the Securities Department of the company is responsible for coordinating and organizing relevant departments to evaluate the market prospect, growth of the industry, economic benefit feasibility analysis and project competition of the proposed investment project, and report to the chairman of the company.
After the implementation of securities investment projects, the securities department shall be responsible for the operation and management of securities investment projects and report the investment profits and losses to the chairman.
Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346) Announcement No.: 202216
The Finance Department of the company is responsible for the fund raising and use management of securities investment projects, and is responsible for the management of security deposits of securities investment projects.
The internal audit department of the company is responsible for the audit and supervision of securities investment projects. At the end of each fiscal year, it shall comprehensively inspect the progress of all securities investment projects, reasonably predict the possible gains and losses of various securities investment according to the principle of prudence, and timely report the projects that cannot achieve the expected benefits to the board of directors of the company.
Independent directors may inspect the use of securities investment funds.
The examination and approval procedures of various investments of the company shall be legal and effective, and shall be audited by intermediaries.
3、 Impact on the daily operation of the company
The company’s use of its own funds for securities investment is conducive to improving the company’s capital use efficiency and capital income level, enhancing the company’s profitability, and will not affect the company’s normal production and operation and the development of its main business.
4、 Risk control measures
According to the investment management system such as the securities investment management system, the company has made detailed provisions on the principles, scope, authority, internal audit process, internal reporting procedures, supervision of fund use, responsible departments and responsible persons of the company’s securities investment, which can effectively prevent investment risks. At the same time, the company will strengthen market analysis and research, earnestly implement relevant internal management systems and strictly control risks.
5、 Opinions of independent directors
After carefully investigating the operation mode, fund management, internal control and other control measures of the company’s securities investment, the independent directors express the following independent opinions on the company’s securities investment:
1. At present, the company’s operation is normal and its financial status and cash flow are good. On the premise of ensuring capital liquidity and safety, the company uses some of its own funds to invest in funds, financial management, trust products, securities investment and other financial products, which is conducive to improving the company’s capital income level and enhancing the company’s profitability, and will not have an adverse impact on the company’s production and operation, There is no harm to the interests of the company and all shareholders, especially minority shareholders.
2. The decision-making procedure for this matter is legal and compliant. The board of directors of the company has formulated practical and effective securities investment management system and other internal control measures, so that the safety of funds can be guaranteed and the investment risk can be effectively controlled. Based on the above, we agree to the investment.
6、 Other matters
1. The matter shall be submitted to the general meeting of shareholders of the company for deliberation.
Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346) Announcement No.: 202216
2. The company is not in the period of temporarily replenishing working capital with idle raised funds, and the company has not changed the investment direction of raised funds to permanently replenish working capital or permanently used the over raised funds to replenish working capital or repay bank loans within 12 months before the date of deliberation of the proposal by the board of directors.
3. The company promises that within 12 months after the implementation of securities investment, it will not use idle raised funds to temporarily supplement working capital, change the investment direction of raised funds to permanently supplement working capital, and permanently use the over raised funds to supplement working capital or repay bank loans.
It is hereby announced.
Shanghai Zhezhong Group Co.Ltd(002346) board of directors March 9, 2002
