Securities code: Guangdong Tapai Group Co.Ltd(002233) securities abbreviation: Guangdong Tapai Group Co.Ltd(002233) Announcement No.: 2022014 Guangdong Tapai Group Co.Ltd(002233)
Announcement on using idle self owned funds for entrusted 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.
Whereas Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as “the company”) held the third meeting of the Fifth Board of directors on March 26, 2020, the time limit for cash management with its own funds of 1.8 billion yuan is about to expire. According to the guidelines for self discipline supervision of listed companies on Shenzhen Stock exchange No. 7 – transactions and related party transactions and other relevant provisions, 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 for entrusted financial management in 2022, and agreed that the company (including branches and wholly-owned subsidiaries of the company) under the premise of fully ensuring the daily operational 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) 4 billion yuan for entrusted financial management. The relevant information is hereby announced as follows:
1、 Investment overview
1. Purpose of entrusted financial management: to improve the company’s capital use efficiency and capital income level, and enhance the company’s profitability.
2. Amount of entrusted financial management: use the maximum amount not exceeding (including) RMB 4 billion for entrusted financial management, including principal guaranteed financial management. Within this limit, the funds can be used on a rolling basis, but the transaction amount (including the amount related to the reinvestment of the investment income) at any point in the period shall not exceed the entrusted financial management limit.
3. Entrusted financial management method: the company will strictly control risks in accordance with relevant regulations, strictly evaluate and screen financial products, select qualified professional financial institutions with good credit status and financial status, no bad credit records and strong profitability as the trustee, and sign a written contract with the trustee to clarify the amount, term, investment variety Rights, obligations and legal responsibilities of both parties. The authorized management is responsible for the implementation and signing of relevant contract documents, which shall be operated by the company’s financial management center and its subsidiary Guangdong tapai Venture Capital Management Co., Ltd. in accordance with the provisions of the investment management system.
The entrusted financial products invested by the company do not include stocks and their derivatives, securities investment funds and investments for the purpose of securities investment.
4. Entrusted financial management: legal source of idle funds.
5. Investment period of entrusted financial management: 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 and deliberated and adopted the proposal on entrusted financial management using idle self owned funds in 2022. The voting results: 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 entrusted financial management is within the decision-making authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
3. It is not allowed to use its own funds for this entrusted transaction.
3、 Investment risk analysis and risk control measures
1. Investment risk
(1) Income uncertainty risk: entrusted financial management is affected by market fluctuations, macroeconomic policies, economic trends, monetary policies, fiscal policies and other factors, resulting in uncertainty in the actual income of entrusted financial management.
(2) Capital liquidity risk: the redemption and sale of investment products and the realization of investment income are affected by the price factors of corresponding products and need to abide by the corresponding transaction settlement rules and agreements. Compared with monetary funds, there is a certain liquidity risk.
2. Risk control measures
(1) The company has formulated the “venture capital management system”, “investment management system” and other relevant systems, which have made relevant detailed provisions on the decision-making procedures, handling departments and processes and internal control of entrusted financial management, and the company has a relatively perfect internal control system with good implementation.
(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 strictly abide by the principle of prudent investment, do a good job in the preliminary investigation of entrusted financial products according to the procedures, select stable investment varieties, timely and appropriate investment according to the changes of the financial market, and take appropriate means such as dispersing investment and controlling the investment scale to control the investment risk, ensure the safety of investment funds and strive for the effective appreciation of funds.
(4) The company will reasonably arrange and allocate the investment portfolio and investment product term according to the needs of business development.
4、 Impact on the company
At present, the company’s production and operation are normal and its financial situation is good. On the premise of fully ensuring the daily operational capital demand and effectively controlling risks, the company uses some idle self owned funds for entrusted financial management in combination with the financial market conditions, which 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 will not affect the company’s current and future financial status Significant adverse impact on operating results.
5、 Opinions of independent directors
1. By verifying the source of funds, it is determined that the funds to be entrusted for financial management are the company’s own funds.
2. At present, the company’s production and operation are normal and its financial status and cash flow are good. In view of the expiration of the period for cash management with its own funds of 1.8 billion yuan, which was deliberated and approved at the third meeting of the Fifth Board of directors on March 26, 2020, the company uses some idle own funds for entrusted financial management on the premise of ensuring the liquidity and safety of funds, It is conducive to improving the company’s fund use efficiency and fund income level, enhancing the company’s profitability, without adverse impact on the company’s production and operation, 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 for entrusted financial management 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
