Securities code: Zjamp Group Co.Ltd(002758) securities abbreviation: Zjamp Group Co.Ltd(002758) Announcement No.: 2022019
Bond Code: 128040 bond abbreviation: Huatong convertible bond
Announcement on the company's bill pool business 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 bill pool business in 2022, It is agreed that the company and its holding subsidiaries and commercial banks with good credit standing in China carry out the bill pool business with a total sharing amount of no more than RMB 1.1 billion (inclusive), and the validity period 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. Within the validity period, the above bill pool quota can be used circularly. This matter 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、 Overview of bill pool business
(I) Business Overview
Bill pool business refers to the comprehensive bill management service provided by cooperative banks to enterprises in order to meet the needs of enterprise customers for unified management and overall use of bills held by them. It integrates bill trusteeship and collection, bill pledge pool financing, bill discount, Bill agent query, business statistics and other functions.
(II) cooperative bank
The cooperative bank to carry out the bill pool business is a commercial bank with good credit in China. The specific cooperative bank is selected according to the cooperative relationship between the company and commercial banks and the bill pool service ability of commercial banks. (III) term of validity
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.
(IV) implementation quota
The company and its holding subsidiaries share a bill pool limit of no more than 1.1 billion yuan (inclusive), that is, the balance of pledged and mortgaged bills used to carry out bill pool business does not exceed 1.1 billion yuan (inclusive). Within the term of validity, the quota can be used in a circular and rolling manner.
(V) guarantee method
On the premise of controllable risk, the establishment and use of bill pool can adopt various guarantee methods such as bill pledge and guarantee deposit pledge.
2、 Purpose of bill pool business
(I) reduce management costs
By carrying out the bill pool business, the company can deposit the bills received into the cooperative bank for centralized management, and the cooperative bank handles custody, collection and other businesses on behalf of the cooperative bank, which is conducive to optimizing the financial structure, reducing management risks and reducing management costs.
(II) improve the efficiency of fund use
The company can use the outstanding stock bills in the bill pool as pledge, and carry out bill issuing and other businesses that do not exceed the pledge amount for payment to suppliers, which is conducive to reducing idle funds and improving fund utilization.
3、 Risk and control of bill business pool
(I) liquidity risk
To carry out the bill pool business, it is necessary to open a bill pool margin account in the cooperative bank as the entry account for the due collection of pledged bills under the bill pool. If the due dates of notes receivable and notes payable are inconsistent, the collected funds will enter the margin account of the note pool, which will have a certain impact on the liquidity of funds.
Risk control measures: the company can eliminate this impact by replacing the margin with newly received notes, and the capital liquidity risk is controllable.
(II) guarantee risk
The company uses the bill entering the bill pool as a pledge and applies to the cooperative bank for issuing a bill of exchange to pay the supplier's payment. With the maturity of the pledged bills, handle the collection and settlement. If the bills cannot be collected normally when they are due, the amount of the pledged bills is insufficient, resulting in the cooperative bank requiring the company to provide additional guarantee.
Risk control measures: after carrying out the bill pool business with the cooperative bank, the company will arrange special personnel to connect with the cooperative bank, establish the bill pool account, track and manage, timely understand the collection and settlement of expired bills and arrange the entry of newly received bills into the pool, so as to ensure the safety and liquidity of the notes in the pool.
4、 Decision making procedure and organization implementation
1. This matter has been deliberated and approved at the 20th meeting of the Fourth Board of directors of the company and needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation. At the same time, the company requests the general meeting of shareholders to authorize the board of directors. The board of directors authorizes the chairman to exercise decision-making power within the amount and period of the bill pool of this proposal, and the financial department of the company and its holding subsidiary is responsible for organizing and implementing the bill pool business.
2. The financial department of the company and its holding subsidiaries will timely analyze and track the business progress of the note pool. If adverse factors are found or judged, corresponding measures will be taken in time to control risks, and report to the company's management and the board of directors at the first time;
3. The Audit Department of the company is responsible for auditing and supervising the bill pool business;
4. The board of directors and the board of supervisors have the right to supervise the specific business of the company. 5、 Opinions of independent directors
The company carries out bill pool business, which can comprehensively manage the company's bills receivable and bills payable to be issued, revitalize bill assets, improve the use efficiency of the company's current assets, reduce capital occupation and optimize the financial structure. Therefore, we agree that the company and its holding subsidiaries and commercial banks with good credit standing in China carry out bill pool business with a total shared amount of no more than RMB 1.1 billion (inclusive). Agree to submit the matter to the general meeting of shareholders of the company for deliberation. 6、 Opinions of the board of supervisors
The company's bill pool business can comprehensively manage the company's notes receivable and notes payable to be issued, improve the use efficiency of the company's current assets, reduce capital occupation and optimize the financial structure, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The deliberation and decision-making procedures of this matter are legal and comply with the company law, the articles of association and other relevant provisions. Agree to submit the matter to the general meeting of shareholders of the company for deliberation.
7、 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
