Securities code: Venustech Group Inc(002439) securities abbreviation: Venustech Group Inc(002439) Announcement No.: 2022019 Venustech Group Inc(002439)
Announcement on the use of self owned idle funds for investment and financial management
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.
Venustech Group Inc(002439) (hereinafter referred to as “the company”) held the 28th meeting of the 4th board of directors on April 6, 2022, deliberated and adopted the proposal on investment and financial management with its own idle funds. The board of directors agrees that the company and its subsidiaries use their own idle funds with a maximum amount of 1.5 billion yuan for investment and financial management. Within the above amount, the funds can be used on a rolling basis. At the same time, the management of the company is authorized to implement the above financial management matters. The authorization period is valid within 12 months from the date of deliberation and approval by the board of directors of the company. The independent directors of the company gave independent opinions on the proposal, and the board of supervisors gave audit opinions on the proposal. The specific contents of the above proposal are hereby announced as follows:
1、 Basic information
1. Investment purpose
Improve the use efficiency of funds, make rational use of its own idle funds and increase the company’s income.
2. Investment quota
The company and its subsidiaries intend to use some of their own idle funds to invest in financial management by purchasing financial products, and the amount of funds used shall not exceed RMB 1.5 billion; Within the above limit, the funds can be used on a rolling basis, and the actual amount of financial products purchased will increase or decrease according to the actual situation of the company’s funds. If the estimated investment amount exceeds the authorization authority, the board of directors of the company will re perform the approval procedure, submit it to the general meeting of shareholders for deliberation, and timely fulfill the obligation of information disclosure.
3. Investment varieties
In order to control risks, the funds within the above limit can only be used to purchase financial products of financial institutions with high safety, good liquidity and stability. The investment period of a single product shall not exceed 12 months, and shall not be used for securities investment, and shall not purchase financial products with stocks, derivatives and unsecured bonds as investment objects.
4. Investment period
Valid within 12 months from the date of deliberation and approval by the board of directors.
5. Source of funds
The company and its subsidiaries invest in financial management by purchasing financial products and other means. The source of funds for financial management is the company’s own idle funds, and the source of funds is legal and compliant; The company’s investment and financial management with such funds will not affect the working capital required for the normal operation of the company.
6. Implementation mode
Within the limit, the general manager is authorized to exercise the investment decision-making power and sign relevant contract documents, including but not limited to: selecting a qualified professional financial institution as the trustee, specifying the amount and period of entrusted financial management, selecting the variety of entrusted financial management products, signing contracts and agreements, etc. The financial director of the company is responsible for organizing the implementation, and the fund management department of the company is responsible for the specific operation.
2、 Investment risk analysis and risk control measures
1. Investment risk:
Although the financial products to be purchased by the company belong to the category of low-risk investment, the financial market is greatly affected by the macro-economy, and it is not excluded that the investment is affected by market fluctuations; 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.
2. The following measures are proposed for investment risks:
The company will carry out relevant financial management business in strict accordance with the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, normative documents and the requirements of the articles of association and investment and financial management system, strengthen the analysis and research of relevant financial products, earnestly implement various internal control systems of the company and strictly control investment risks.
(1) The company will timely analyze and track the investment direction of financial products and project progress. Once adverse factors are found or judged, the company will timely take corresponding preservation measures to control investment risks;
(2) The internal audit department of the company is responsible for auditing and supervising the use and custody of low-risk investment and wealth management funds, comprehensively inspecting all investment projects of wealth management products at the end of each quarter, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the audit committee of the board of directors;
(3) The board of supervisors of the company has the right to conduct regular or irregular inspection on the company’s investment in financial products. If any illegal operation is found, it can propose to convene the board of directors to terminate the investment.
Based on the principle of safeguarding the interests of shareholders and the company, the company puts risk prevention in the first place, strictly controls and makes prudent decisions on the investment of financial products, maintains close contact with relevant financial institutions, tracks the operation of financial funds, strengthens risk control and supervision, and strictly controls the safety of funds.
3、 Impact on the daily operation of the company
On the premise of ensuring that it does not affect the daily operation and capital safety, the company and its subsidiaries use some idle self owned funds to buy financial products with high safety and liquidity, which is conducive to improving the efficiency of capital use, obtaining certain investment income, further improving the overall performance level of the company and obtaining more investment returns for shareholders. If the company needs funds for major project investment or operation, the company will terminate the purchase or timely redeem financial products to ensure the company’s capital demand. Therefore, the purchase of financial products will not affect the company’s daily operation and the normal development of the company’s main business.
4、 Purchase of financial products 12 months before the announcement date
As of the announcement date, the company and its subsidiaries have invested a total of 630000000000 yuan in financial products purchased with their own funds within 12 months, accounting for 9.35% of the company’s latest audited consolidated net assets.
5、 Opinions of independent directors
With regard to the use of its own idle funds for investment and financial management, the independent directors of the company express the following opinions: we believe that the company is in good operation and stable financial condition. On the premise of ensuring liquidity and capital safety, the company and its subsidiaries use some of its own idle funds to invest and finance by purchasing financial products, which is conducive to improving the efficiency of capital use on the premise of risk control, Rational use of its own idle funds to increase the company’s income will not have an adverse impact on the company’s operation and will not damage the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree that the company and its subsidiaries use their own idle funds with a maximum amount of 1.5 billion yuan to purchase financial products for investment and financial management.
6、 Deliberation of the board of supervisors
On April 6, 2021, the 24th Meeting of the Fourth Board of supervisors of the company deliberated and approved the proposal on using its own idle funds for investment and financial management, and agreed that the company and its subsidiaries use its own idle funds with a maximum amount of 1.5 billion yuan to purchase financial products for investment and financial management.
7、 Documents for future reference
1. Resolutions of the 28th meeting of the 4th board of directors of the company;
2. Resolutions of the 24th Meeting of the 4th board of supervisors of the company;
3. Prior approval and independent opinions of independent directors on matters related to the 28th meeting of the Fourth Board of directors.
It is hereby announced.
Venustech Group Inc(002439) board of directors April 8, 2022
