Securities code: Guangdong Tapai Group Co.Ltd(002233) securities abbreviation: Guangdong Tapai Group Co.Ltd(002233) Announcement No.: 2022015 Guangdong Tapai Group Co.Ltd(002233)
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 material omissions.
According to the "two wheel drive" development strategic plan of Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as "the company"), while based on the main business, moderately carry out investment in emerging industries to promote the company's high-quality development, The company held the 19th meeting of the 5th board of directors on March 14, 2022, deliberated and approved the proposal on using idle self owned funds to cooperate with professional institutions in emerging industry investment in 2022, and agreed that the company (including wholly-owned subsidiaries) under the premise of fully ensuring the daily operating capital demand, not affecting the normal production and operation and effectively controlling risks, Use idle self owned funds with a maximum amount of no more than (including) RMB 100 million to invest in emerging industries. The relevant information is hereby announced as follows:
1、 Investment overview
1. The purpose is to optimize the medium and long-term strategic allocation of emerging industries and enhance the profitability of emerging enterprises.
2. Amount of investment in emerging industries: the maximum amount of investment in emerging industries shall not exceed (including) RMB 100 million. Within this limit, funds can be used on a rolling basis. The approval limit does not include investment projects that have been disclosed in previous years.
3. Scope of investment in emerging industries: under the background of national carbon peak and carbon neutralization policies, according to the development direction of emerging industries planned by the company's "two wheel drive" development strategy, combined with the goal of achieving green, low-carbon and high-quality development of the cement industry, it is mainly oriented to new energy, driven by scientific and technological innovation and green and high-quality development, including but not limited to new materials, new energy High quality growth projects in energy conservation and environmental protection, information technology, semiconductor and other industries.
4. Investment mode of emerging industries: Guangdong tapai Venture Capital Management Co., Ltd., a subsidiary, chooses to cooperate with professional institutions according to the project situation in accordance with the investment management system, The specific investment projects will be disclosed in accordance with the provisions of "joint investment and cooperation with professional investment institutions" in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 7 - transactions and related party transactions.
5. Source of funds: idle self owned funds, and the source of funds is legal and compliant.
6. Investment period: 12 months from the date of deliberation and adoption at the 19th meeting of the Fifth Board of directors.
2、 Approval procedures to be performed
1. On March 14, 2022, the company held the 19th meeting of the 5th board of directors, deliberated and adopted the proposal on using idle self owned funds to cooperate with professional institutions to invest in emerging industries in 2022. The voting situation: 7 votes in favor, 0 votes against and 0 abstentions. The independent directors of the company have expressed their independent opinions on the proposal.
2. According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 - transactions and related party transactions and the articles of association, the use of idle self owned funds for investment in emerging industries is within the decision-making authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
3. The use of idle self owned funds for investment in emerging industries does not constitute related party transactions.
3、 Investment risk analysis and risk control measures
1. Investment risk
(1) Equity investment is a long-term investment with no definite return. Investment operation may be affected by macro-control policies, fiscal and tax policies, industrial policies, laws and regulations, changes in economic cycle, operation and management of investment targets, transaction schemes and other factors, resulting in uncertainty of investment income.
(2) The investment in emerging industries shall comply with the corresponding agreements. There is a certain liquidity risk that the investment funds cannot be withdrawn in time.
2. Risk control measures
(1) The company has formulated the "venture capital management system", "investment management system" and other relevant systems, which have made detailed provisions on the approval authority, handling department, operation process, reporting procedure, supervision of fund use, responsible department and responsible person of investment, and the company has a relatively perfect internal control system, which is well implemented.
(2) The company has an investment management team with rich experience. In the future, it will further strengthen market analysis and research, industry research and risk assessment, carefully evaluate cooperative institutions and counterparties, earnestly implement relevant internal systems and strictly control risks.
(3) The company will carry out project demonstration and prudent decision-making in strict accordance with the procedures. If necessary, the company can hire external personnel with rich investment practical management experience to provide consulting services for the company's investment in emerging industries, so as to ensure that the company carries out strict and scientific demonstration before investment and provide reasonable suggestions for correct decision-making.
(4) Appropriate measures such as diversifying investment and controlling investment scale shall be taken to control investment risk.
4、 Impact on the company
The investment in emerging industries is in line with the national industrial policy and the company's development strategic plan. While based on the main industry, we moderately carry out investment in emerging industries, seek high-quality growth targets dominated by new energy, scientific and technological innovation and green and high-quality development, continuously cultivate the growth points of emerging businesses of enterprises for a long time, and balance the cyclical fluctuation risk of a single industry, Optimizing the allocation of medium and long-term strategic resources is conducive to creating sustainable and stable development opportunities and profit growth points for the company, which is in line with the interests of the company and all shareholders. The investment fund comes from the company's own funds and will not have a significant adverse impact on the company's current and future financial status and operating results. 5、 Opinions of independent directors
1. By verifying the source of funds, it is determined that the funds the company plans to invest in emerging industries in cooperation with professional institutions are the company's own funds.
2. At present, the company has normal production and operation, good financial status and cash flow. On the premise of ensuring capital liquidity and safety, while based on its main business, the company moderately carries out investment in emerging industries in cooperation with professional institutions, which is conducive to the long-term rolling cultivation of emerging business growth points of enterprises, balancing the cyclical fluctuation risk of single industry, and optimizing the medium and long-term strategic resource allocation, It is conducive to the continuous and stable creation of development opportunities and profit growth points for the company, which is in line with the interests of the company and all shareholders, will not have an adverse impact on the production and operation of the company, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
3. The decision-making procedure for this matter is legal and compliant. The board of directors of the company has formulated practical and effective venture capital management system, investment management system and other risk control measures, so that the safety of funds can be guaranteed and the investment risk can be effectively controlled.
In conclusion, the independent directors agreed to the proposal on using idle self owned funds to cooperate with professional institutions to invest in emerging industries in 2022.
6、 Documents for future reference
1. Announcement of the resolution of the 19th meeting of the 5th board of directors of the company;
2. Independent opinions of independent directors on relevant matters considered at the 19th meeting of the Fifth Board of directors.
It is hereby announced
Guangdong Tapai Group Co.Ltd(002233) board of directors
March 14, 2022
