Securities code: Zjamp Group Co.Ltd(002758) securities abbreviation: Zjamp Group Co.Ltd(002758) Announcement No.: 2022022
Bond Code: 128040 bond abbreviation: Huatong convertible bond
Zjamp Group Co.Ltd(002758)
Announcement on the company's use of idle self owned funds for investment and financial management 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.
Zjamp Group Co.Ltd(002758) (hereinafter referred to as "the company") held the 20th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors on February 28, 2022, deliberated and adopted the proposal on the company's investment and financial management with idle self owned funds in 2022, In 2022, the company plans to use idle self owned funds with a total amount of no more than 2.65 billion yuan (inclusive) to carry out investment and wealth management business. The proposal still needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation. The relevant matters are hereby announced as follows:
1、 Investment overview
(I) investment purpose: on the premise of ensuring the company's daily operation, project investment and other capital needs, and effectively controlling risks, improve the utilization efficiency and income of idle self owned funds.
(II) investment amount: the maximum amount shall not exceed 2.65 billion yuan (including), which can be invested circularly and used on a rolling basis within the limited amount. The transaction amount at any time point within the term (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the investment amount.
(III) investment mode: it is mainly invested in bank financial management and trust products with high safety, good liquidity and low risk. Do not invest in stocks or other high-risk income products.
(IV) investment period: the investment and financial management quota starts from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the date of convening the general meeting of shareholders to consider the matter in the next year (no more than 12 months). (V) source of idle funds: own funds.
2、 Review procedure
After being reviewed and approved by the board of directors, it needs to be submitted to the general meeting of shareholders for deliberation. The company requests the general meeting of shareholders to authorize the board of directors. The board of directors authorizes the chairman to exercise the decision-making power within the investment and wealth management quota and validity period of this proposal, and the relevant departments of the company and its subordinate enterprises are responsible for handling specific matters.
3、 Investment risk analysis and risk control measures
(I) investment risk analysis
1. The financial products to be invested by the company belong to low-risk investment varieties, but the financial market is greatly affected by macro-economy, and the investment income will be affected by market fluctuations;
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable;
3. Operation and monitoring risks of relevant staff.
(II) risk control measures
1. The company will strictly abide by the principle of prudent investment and choose stable investment varieties. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, hire professional institutions to audit when necessary, earnestly implement relevant internal management systems and strictly control risks;
2. The financial department of the company and its holding subsidiaries will timely analyze and track the investment direction and progress of financial products. If it is found that there are conditions that may affect the company's capital security or normal capital demand, corresponding preservation or redemption measures shall be taken in time to control the investment risk;
3. The company's audit department will audit and supervise the use and custody of the company's funds for purchasing financial products.
4、 Impact of investment on the company
On the premise of ensuring the daily operation and capital safety, the company makes appropriate investment and financial management with idle self owned funds, which will not affect the normal development of the company's main business. Appropriate investment and financial management can improve the efficiency of fund management and use, obtain certain investment benefits, and seek more investment returns for the company's shareholders.
5、 Opinions of the board of directors
Agree to use idle self owned funds of no more than RMB 2.65 billion (inclusive) for investment and wealth management in a timely manner on the premise of ensuring the daily operation and capital safety of the company. The varieties that the company plans to invest with idle self owned funds are bank financial management and trust products with high safety, good liquidity and low risk, excluding the investment varieties involved in high-risk investment in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board. Investment products shall not be pledged. The validity period of investment and financial management quota is from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the date of convening the general meeting of shareholders to consider the matter in the next year (no more than 12 months). Within the above quota and validity period, the funds can be used in a circular and rolling manner.
6、 Opinions of independent directors
The company uses idle self owned funds for investment and financial management, has fulfilled the corresponding review and approval procedures, and complies with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the articles of association and relevant laws and regulations, which can improve the use efficiency of funds and increase the investment income of the company. The company's internal control system is relatively perfect, with sound internal control measures and systems, and the funds for investment and financial management can be guaranteed. It is in the interests of the company to choose an opportunity for financial management. We agree that the company will use idle self owned funds of no more than RMB 2.65 billion (inclusive) for investment and financial management in a timely manner, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
7、 Opinions of the board of supervisors
The company's use of idle self owned funds for investment and financial management is conducive to improving the use efficiency of the company's self owned funds and increasing the income of the company's self owned funds, which will not affect the company's normal production and operation activities, there is no damage to the interests of the company's shareholders, especially the minority shareholders, and the relevant procedures comply with the provisions of relevant laws and regulations, It is agreed that the company will use idle self owned funds of no more than RMB 2.65 billion (inclusive) for investment and wealth management in a timely manner. Agree to submit the matter to the general meeting of shareholders of the company for deliberation.
8、 Documents for future reference
1. Resolutions of the 20th meeting of the 4th board of directors of the company;
2. Resolutions of the 17th meeting of the 4th board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the 20th meeting of the Fourth Board of directors of the company.
It is hereby announced.
Zjamp Group Co.Ltd(002758) board of directors March 1, 2022
