Securities code: Chacha Food Company Limited(002557) securities abbreviation: Chacha Food Company Limited(002557) Announcement No.: 2022025
Bond Code: 128135 bond abbreviation: Qiaqia convertible bond
Chacha Food Company Limited(002557)
Announcement on using self owned 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. 1、 Overview
On April 11, 2022, the 20th meeting of the 5th board of directors of Chacha Food Company Limited(002557) (hereinafter referred to as “the company”) deliberated and adopted the proposal on using its own funds for investment and financial management, with the specific contents as follows:
(I) investment purpose: to improve the efficiency of the use of the company’s own funds and create a better return on investment for the company and shareholders;
(II) Investor: the company or its holding subsidiary;
(III) investment quota: no more than RMB 1.7 billion. Within the above quota, the funds can be used on a rolling basis; (IV) investment object: low risk products issued by financial institutions (including commercial banks, securities companies, etc.); (V) source of funds: the company’s own funds;
(VI) investment period: the board of directors authorizes the general manager of the company to exercise decision-making power within the above limit, and the investment period of short-term financial products of a single bank shall not exceed one year; The investment term shall be valid within 1 year from the date of adoption of the resolution of the general meeting of shareholders;
(VII) investment and financial management with self owned funds in the early stage:
At the 8th meeting of the second board of directors on June 28, 2012, the company considered and approved the proposal on using its own funds for investment and wealth management, and agreed that the company or its holding subsidiaries should invest and wealth management with its own funds of no more than 80 million yuan. The board of directors authorized the chairman of the company to exercise decision-making power within the above amount during the term of office of the current board of directors, and the investment period of short-term wealth management products of a single bank should not exceed one year;
At the 16th meeting of the second board of directors on June 26, 2013, the company considered and approved the proposal on using its own funds for investment and wealth management, and agreed that the company or its holding subsidiaries should invest and wealth management with its own funds of no more than 120 million yuan. The board of directors authorized the general manager of the company to exercise decision-making power within the above amount during the term of office of the current board of directors, The investment period of short-term financial products of a single bank shall not exceed one year; At the second meeting of the third board of directors on July 28, 2014, the company considered and approved the proposal on using its own funds to invest in money market funds, and agreed that the company should invest in money market funds with its own funds of no more than RMB 100 million. The board of directors of the company authorized the management of the company to organize the implementation and exercise the decision-making power within the above amount. The authorization period shall be valid within 1 year from the date of adoption of the resolution of the board of directors;
At the 8th meeting of the 3rd board of directors on January 19, 2015, the company deliberated and approved the proposal on using its own funds for investment and financial management, and agreed that the company or its holding subsidiaries should use its own funds of no more than 200 million yuan for investment and financial management. The board of directors authorizes the general manager of the company to exercise decision-making power within the above limit within one year after the proposal is considered and approved by the board of directors, and the investment period of short-term financial products of a single bank shall not exceed one year; At the 10th meeting of the third board of directors on April 9, 2015, the company deliberated and approved the proposal on using its own funds for investment and financial management, and agreed that the company or its holding subsidiaries should use its own funds of no more than RMB 100 million for investment and financial management. The board of directors authorizes the general manager of the company to exercise decision-making power within the above limit during the term of office of the current board of directors, and the investment period of short-term financial products of a single bank shall not exceed one year; At the 18th meeting of the third board of directors on March 8, 2016, the company deliberated and adopted the proposal on using self owned funds for investment and financial management and the proposal on using self owned funds to invest in money market funds, It is agreed that the company or its holding subsidiary will invest not more than 100 million yuan (the board of directors authorizes the general manager of the company to exercise decision-making power within the above amount during the term of office of the current board of directors, and the investment period of short-term financial products of a single bank shall not exceed one year) in financial management and 200 million yuan in money market funds (the board of directors authorizes the management of the company to organize the implementation and exercise the decision-making power within the above quota. The authorization period is valid within 1 year from the date of adoption of the resolution of the board of directors);
At the 26th meeting of the third board of directors on March 30, 2017, the company deliberated and adopted the proposal on using its own funds for investment and financial management and the proposal on using its own funds to invest in money market funds, Agree that the company or its holding subsidiary shall conduct investment and wealth management with no more than 600 million yuan (the board of directors authorizes the general manager of the company to exercise decision-making power within the above amount during the term of office of the current board of directors, and the investment period of short-term wealth management products of a single bank shall not exceed one year);
At the 11th meeting of the 4th board of directors on April 20, 2018, the company deliberated and approved the proposal on investment and financial management with its own funds, and agreed that the company or its holding subsidiaries should conduct investment and financial management with a maximum of 1 million yuan (the board of directors authorizes the management of the company to organize the implementation and exercise the decision-making power within the above limit. The authorization period is valid within 1 year from the date of adoption of the resolution of the board of directors);
At the 18th meeting of the 4th board of directors on April 11, 2019, the company deliberated and approved the proposal on using its own funds for investment and financial management, and agreed that the company or its holding subsidiaries should conduct investment and financial management with no more than 120 million yuan (the board of directors authorizes the management of the company to organize the implementation and exercise the decision-making power within the above limit. The authorization period is valid within 1 year from the date of adoption of the resolution of the board of directors);
At the 27th meeting of the 4th board of directors on April 8, 2020, the company deliberated and approved the proposal on using its own funds for investment and financial management, and agreed that the company or its holding subsidiaries should conduct investment and financial management with a maximum of 16000 million yuan (the board of directors authorizes the management of the company to organize the implementation and exercise the decision-making power within the above limit. The authorization period is valid within 1 year from the date of adoption of the resolution of the board of directors);
At the 9th meeting of the 5th board of directors on April 15, 2021, the company deliberated and approved the proposal on using its own funds for investment and financial management, and agreed that the company or its holding subsidiaries should conduct investment and financial management with a maximum of 16000 million yuan (the board of directors authorizes the management of the company to organize the implementation and exercise the decision-making power within the above limit. The authorization period is valid within 1 year from the date of adoption of the resolution of the board of directors).
This investment and financial management does not constitute a connected transaction. 2、 Approval procedure
For each specific financial transaction, the company has set up a financial management team, which is composed of the general manager, the chief financial officer, the Secretary of the board of directors and other personnel. The general manager acts as the team leader. The financial headquarters of the company is responsible for the specific financial operation and reports to the financial management team. The specific handling personnel shall carry out specific operations under the leadership of the financial management team and within the scope of fund use authorized by the company.
For each financial transaction, the handling personnel must submit the basic information report, investment and financial analysis report and expected income analysis report, which can be carried out only after being approved by the financial management team. The approval procedures of the company’s investment and financial management shall be legal and effective, and shall be audited by intermediaries. The company will timely disclose relevant information in accordance with the relevant provisions of Shenzhen Stock Exchange, and disclose the purchase and profit and loss of financial products during the reporting period in regular reports. 3、 Impact on the company
The company and its subsidiaries use their own funds for investment and financial products on the premise of ensuring the daily operation and capital safety of the company, which will not affect the normal turnover needs of the company’s daily capital and the normal development of the company’s main business; Through timely and appropriate investment and financial management of temporarily idle self owned funds, we can obtain certain investment income, which is conducive to further improve the overall performance level of the company and seek more investment returns for the company and shareholders. 4、 Investment risk and risk control measures
The company has made detailed regulations on the scope of internal investment authority and effective supervision of external investment departments, and has made detailed reports on the principle of internal investment and the use of funds. At the same time, the company will strengthen market analysis and research, earnestly implement relevant internal management systems and strictly control risks. 5、 Opinions of the board of supervisors
The board of supervisors of the company believes that the company’s current operation is good and its own funds are abundant. On the premise of not affecting the normal production and operation of the company, using some idle own funds for investment and wealth management can increase the company’s income, and the contents and procedures of this investment and wealth management are in line with the provisions of relevant laws and regulations. It agrees that the company will implement this investment and wealth management. 6、 Opinions of independent directors
The independent directors of the company believe that the company is in good operating condition, stable financial condition and abundant self owned funds. On the premise of ensuring liquidity and capital safety, purchasing short-term financial products 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, will not have an adverse impact on the company’s production and operation, is in line with the interests of the company, and will not damage the company and all shareholders, Especially the interests of minority shareholders. Based on this, we agree to the company’s investment and financial management.
7、 Other
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the investment and financial management matters need to be submitted to the general meeting of shareholders for deliberation and approval before implementation. 9、 Documents for future reference
(I) resolutions of the 20th meeting of the 5th board of directors of the company;
(II) resolutions of the 16th meeting of the 5th board of supervisors of the company;
(III) independent opinions of the company’s independent directors on matters related to the resolutions of the 20th meeting of the Fifth Board of directors.
It is hereby announced.
Chacha Food Company Limited(002557) board of directors April 11, 2002
