Securities code: Juneyao Grand Healthy Drinks Co.Ltd(605388) securities abbreviation: Juneyao Grand Healthy Drinks Co.Ltd(605388) Announcement No.: 2022024 Juneyao Grand Healthy Drinks Co.Ltd(605388)
About using some idle self owned funds for cash management
And related party transactions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● transaction overview: in order to further improve the use efficiency of idle self owned funds, Juneyao Grand Healthy Drinks Co.Ltd(605388) (hereinafter referred to as "the company") plans to use idle self owned funds to purchase financial products issued by Shanghai Aijian Trust Co., Ltd. (hereinafter referred to as "Aijian Trust") without affecting the company's daily business activities and ensuring the safety and liquidity of funds, with a transaction limit of no more than 300 million yuan, It can be used in rolling within the above limit, and the service life is valid within 1 year from the date of deliberation and approval by the general meeting of shareholders. After this authorization takes effect, the previous authorization will be overwritten.
● affiliation: the controlling shareholder of the company, Shanghai Junyao (Group) Co., Ltd. (hereinafter referred to as "Junyao group") holds 29.80% of the shares of Shanghai Aj Group Co.Ltd(600643) (hereinafter referred to as " Shanghai Aj Group Co.Ltd(600643) "), and Junyao group is the controlling shareholder of Shanghai Aj Group Co.Ltd(600643) company Shanghai Aj Group Co.Ltd(600643) holds 100% equity of Aijian Trust; At the same time, Mr. Jiang Hailong, the director of the company, served as the general manager of Shanghai Aj Group Co.Ltd(600643) company. According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange, the company has an associated relationship with Aijian Trust.
● transaction risk: the income level of the relevant asset management plan to be invested this time may be affected by the adjustment and change of national monetary policy, fiscal and tax policy, industrial policy, macro policy and relevant laws and regulations. ● as of the date of this announcement, in the past 12 months, in addition to the daily connected transactions, the connected transactions between the company and Junyao group and its subsidiaries are: the authorized company and its holding subsidiaries have a transaction limit of 600 million yuan for entrusted financial management and financial services with Aijian Trust and Shanghai Huarui Bank Co., Ltd. (hereinafter referred to as "Huarui bank"), a subsidiary of Junyao group. In addition, there have been no other connected transactions with them; Nor has it had similar related party transactions with other related parties.
● entrusted financial trustee: Aijian Trust
● amount of entrusted financial management: no more than RMB 300 million
● term of entrusted financial management: it is valid within 1 year from the date of deliberation and approval by the general meeting of shareholders. After this authorization takes effect, it will cover the previous authorization.
● review procedures for implementation; On April 19, 2022, the company held the 17th meeting of the 4th board of directors and the 15th meeting of the 3rd board of supervisors, deliberated and approved the proposal on using some idle self owned funds for cash management and related party transactions, and agreed that the company would use no more than RMB 300 million idle self owned funds to purchase financial products issued by Aijian Trust without affecting its daily business activities and ensuring the safety and liquidity of funds, The matter still needs to be submitted to the general meeting of shareholders for deliberation.
1、 Overview of related party transactions
(I) transaction purpose and overview
In order to further improve the use efficiency of idle self owned funds, on the premise of not affecting the company's daily business activities and ensuring the safety and liquidity of funds, the company plans to use idle self owned funds to purchase financial products issued by Shanghai Aijian Trust Co., Ltd., with a transaction limit of no more than RMB 300 million, which can be used in rolling within the above limit, and the service life is valid within one year from the date of deliberation and approval by the general meeting of shareholders. After this authorization takes effect, the previous authorization will be overwritten.
Whereas Junyao group, the controlling shareholder of the company, holds 29.80% of the shares of Shanghai Aj Group Co.Ltd(600643) and Junyao group is the controlling shareholder of Shanghai Aj Group Co.Ltd(600643) Shanghai Aj Group Co.Ltd(600643) holds 100% equity of Aijian Trust, so the above transactions constitute related party transactions.
As of the date of this announcement, in the past 12 months, in addition to the daily related party transactions, the related party transactions between the company and Junyao group and its subsidiaries are: the authorized company and its holding subsidiaries have a transaction limit of 600 million yuan for entrusted financial management and financial services with Aijian Trust and Huarui bank, the subsidiaries of Junyao group, and there have been no other related party transactions with them; Nor has it had similar related party transactions with other related parties. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. This connected transaction has yet to be approved by the general meeting of shareholders of the company.
(II) source of funds: some idle self owned funds
(III) investment quota: no more than RMB 300 million
(IV) investment varieties
The company will strictly control risks and strictly evaluate investment products in accordance with relevant regulations. The investment varieties of idle self owned funds are financial products, trust products, funds and other products.
(V) investment term: valid within one year from the date of deliberation and approval by the general meeting of shareholders of the company. After this authorization takes effect, it will cover the previous authorization.
(VI) implementation mode
The board of directors of the company requests the general meeting of shareholders to authorize the chairman to exercise the investment decision-making power within the above limit and sign relevant contract documents, which shall be organized and implemented by the person in charge of finance.
(VII) relevant risk control measures
1. When using idle self owned funds for cash management, the company's management needs to assess the investment risk in advance and track the cash management of idle self owned funds. If risk factors that may affect the safety of funds are found, corresponding preservation measures will be taken in time to control the safety risk.
2. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of the above funds, and can hire professional institutions to audit when necessary.
3. The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shanghai Stock Exchange.
2、 Introduction to related parties and entrusted wealth management trustee
Company name: Shanghai Aijian Trust Co., Ltd
Legal representative: Xu Zhonghua
Registered capital: 4602684564 yuan
Date of establishment: August 1, 1986
Address: floor 3-8, No. 746, Zhaojiabang Road, Xuhui District, Shanghai
Business scope: fund trust, chattel trust, real estate trust, marketable securities trust, other property or property right trust, as the initiator of investment fund or fund management company, engage in investment fund business, operate the reorganization and merger of enterprise assets and their project financing, corporate finance, financial consulting and other businesses, entrust to operate the securities underwriting business approved by the relevant departments of the State Council, and handle brokerage, consulting Credit investigation and other businesses, custody and safe deposit box business, use inherent property by means of interbank deposit, interbank lending, loan, lease and investment, provide guarantee for others with inherent property, and engage in interbank lending, and other businesses specified by laws and regulations or approved by Bank Of China Limited(601988) Industry Regulatory Commission.
[for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Affiliated relationship: Junyao group, the controlling shareholder of the company, holds 29.80% of the shares of Shanghai Aj Group Co.Ltd(600643) and Junyao group is the controlling shareholder of Shanghai Aj Group Co.Ltd(600643) company Shanghai Aj Group Co.Ltd(600643) holds 100% equity of Aijian Trust; At the same time, Mr. Jiang Hailong, the director of the company, serves as the general manager of Shanghai Aj Group Co.Ltd(600643) company. According to the provisions of article 6.3.3, paragraph 1 (II) and (III) of the Listing Rules of Shanghai Stock Exchange, Aijian Trust constitutes a related party of the company.
Major shareholders: Shanghai Aijian import and Export Co., Ltd. Shanghai Aj Group Co.Ltd(600643) , Shanghai Aijian Textile Co., Ltd
Aijian Trust's total assets as of December 31, 2021 were 11707593900 yuan; Net assets: RMB 8284010900; The total operating income is 2419088100 yuan and the net profit is 951875300 yuan. (the above data has been audited)
There is no relationship between the above related parties and the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
3、 Pricing policy and basis
The company will follow the principles of openness, fairness and impartiality, and conduct transactions with related parties in accordance with the principles of voluntariness, equality and mutual benefit. On the premise of ensuring the safety of the company's funds, the company will improve the efficiency of the use of funds. The purchase of financial products will refer to the interest rate level of the market in the same period.
4、 The purpose of this connected transaction and its impact on the listed company
Main financial indicators of the company in the latest year and another period:
Unit: 10000 yuan
December 31, 2021 September 30, 2021
(audited) (Unaudited)
Total assets 2296495421522905
Total liabilities 34966302081715
Net assets attributable to shareholders of listed companies 1939160219361860
Net cash flow from operating activities 1798783572147
As of December 31, 2021, the monetary capital of the company was 1077382400 yuan. The authorized amount of investment and wealth management of the company and its holding subsidiaries accounted for 27.85% of the monetary capital of the company at the end of the latest period, which will not have a significant impact on the future main business, financial status, operating results and cash flow of the company and its holding subsidiaries.
The company and its holding subsidiaries use some temporarily idle self owned funds for investment and financial management on the premise of ensuring the daily operation and capital safety of the company and its holding subsidiaries, which will not affect the normal capital turnover needs of the company and its holding subsidiaries. By investing and managing the temporarily idle self owned funds, the company and its holding subsidiaries can improve the use efficiency of funds, obtain certain investment benefits and seek more investment returns for the company's shareholders. The company and its holding subsidiaries do not purchase large financial products while bearing large liabilities.
The company implements the new financial instrument standards. The principal and fair value changes of bank financial products are listed in the balance sheet item "trading financial assets", the income generated during the holding of trading financial assets is listed in the income statement item "income from changes in fair value", and the income obtained from the disposal of trading financial assets is listed in the income statement item "investment income", which is subject to the annual audit results.
5、 Investment risk tips
The invested financial products have market risk, liquidity risk, credit risk, management risk and other risks, which may have an impact on the entrusted assets and expected income.
6、 Review procedure
On April 19, 2022, the company held the 17th meeting of the 4th board of directors and the 15th meeting of the 3rd board of supervisors, both of which considered and adopted the proposal on using some idle own funds for cash management and related party transactions.
Among them, the affiliated directors Wang Junhao, Jiang Hailong, you Yongshi and Zhu Xiaoming avoided voting. The independent directors of the company recognized the above affiliated transactions in advance and issued independent opinions, and the audit committee of the board of directors issued audit opinions.
(I) prior recognition and expression of independent opinions by independent directors
1. Prior approval opinions of independent directors
The independent directors of the company made the following prior approval opinions on the use of some idle self owned funds for cash management and related party transactions:
This time, the company used some idle self owned funds to purchase financial products from the related party Aijian Trust. The transaction risk is low, and the transaction price and pricing method comply with the market pricing principle, which is conducive to improving the use efficiency of idle self owned funds and obtaining certain investment income, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of listed companies and minority shareholders; The company has fully demonstrated this connected transaction, and the counterparty Aijian Trust has good financial condition, standardized operation and good performance ability; We agree to submit the proposal to the board of directors for deliberation.
2. Independent opinions of independent directors
The company's decision-making procedure of using idle self owned funds for cash management and related party transactions this time complies with the relevant laws and regulations such as the company law, the stock listing rules of Shanghai Stock Exchange and the relevant provisions of the articles of association. The company uses some idle self owned funds to purchase financial products from the related party Aijian Trust, which is conducive to improving the use efficiency of idle self owned funds and obtaining certain investment income. The reasons for the transaction between the two parties of the related party transaction are reasonable and sufficient, the pricing principles and methods of the related party transaction are appropriate and reasonable, and the related matters of the related party transaction have fulfilled the necessary internal decision-making procedures of the related party transaction, and there is no behavior damaging the interests of the company and its shareholders, especially the minority shareholders. Therefore, the company agreed to use no more than RMB 300 million idle self owned funds to purchase financial products from the related party Aijian Trust, and agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
(II) written audit opinions of the audit committee of the board of directors
This related party transaction is conducted on the basis of openness, fairness and mutual benefit. The price of related party transaction is planned to be determined according to the market-oriented principle, which is in line with the maximum interests of the company and all shareholders. There is no situation that damages the interests of the company and other shareholders, does not affect the independence of the listed company, and does not have a significant impact on the current and future financial status and operation of the company. Therefore, the audit committee agreed to the proposal on using some idle self owned funds for cash management and related party transactions.
(III) opinions of the board of supervisors
The board of supervisors believes that the company's use of some idle self owned funds for cash management and related party transactions is conducive to the company to make full use of the temporarily idle self owned funds and further improve the efficiency of fund use. The company has established a relatively sound internal control system. On the premise of ensuring the daily operation and capital safety, the company uses some idle self owned funds to purchase financial products from the related party Aijian Trust, which will not affect the normal needs of the company's daily capital turnover, the normal development of the company's main business, and there will be no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders, Relevant approval procedures comply with laws and regulations and the articles of association. 7、 As of the date of this announcement, the company has used its own funds for entrusted financial management and related party transactions in the last 12 months
