Verification opinions on Anhui Huaertai Chemical Co.Ltd(001217) using some idle self owned funds for cash management
Hengtai Changcai Securities Co., Ltd. (hereinafter referred to as “sponsor”) is the sponsor of Anhui Huaertai Chemical Co.Ltd(001217) (hereinafter referred to as ” Anhui Huaertai Chemical Co.Ltd(001217) ” or “company”), In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and other relevant provisions, Checked the matters related to Anhui Huaertai Chemical Co.Ltd(001217) plans to use some idle self owned funds for cash management, and expressed the following opinions:
1、 Basic information of the company’s plan to use idle self owned funds for cash management
In order to improve the use efficiency of funds, the company plans to use some idle self owned funds for cash management without affecting the normal operation, so as to increase the capital income, better maintain and increase the value of the company’s funds and protect the interests of the company’s shareholders.
(I) types of investment products for cash management
On the premise of ensuring the safety of funds, the varieties that the company plans to use idle self owned funds for investment are low-risk investment products with high safety and good liquidity, including but not limited to structural deposits, large certificates of deposit, principal guaranteed financial products and other varieties. Investment products shall not be pledged.
(II) cash management limit and term
According to the company’s current use of funds and considering maintaining sufficient liquidity, the company plans to use idle self owned funds of no more than RMB 500 million (including RMB 500 million) for cash management. The service life is effective within 12 months from the date of deliberation and approval by the company’s general meeting of shareholders. The above amount is within the validity period of the resolution, and the funds can be accumulated and used.
(III) cash management decision and Implementation
After being deliberated and approved by the board of directors of the company, the management of the company is authorized to exercise relevant decision-making power within the limit, sign relevant contract documents, and be responsible for handling the specific matters of cash management such as the company’s use of some idle self owned funds to purchase financial products. The specific investment activities are organized and implemented by the Finance Department of the company.
(IV) information disclosure
The company will timely disclose the specific situation of specific cash management business in accordance with the relevant requirements such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the administrative measures for information disclosure of listed companies.
(V) description of association relationship
The company plans to invest products in financial institutions that do not have a related relationship. This time, the use of some idle self owned funds for cash management will not constitute a related party transaction.
2、 Investment risk and risk control measures
(I) investment risk analysis
Although the company plans to use some idle self owned funds to invest in low-risk investment products with high security and good liquidity (including but not limited to structural deposits, large certificates of deposit, principal guaranteed financial products, etc.), the investment varieties need to meet the requirements of principal guarantee and no pledge of investment products, which are characterized by low investment risk and high principal security, However, the financial market is greatly affected by the macro-economy. There is a risk that the investment income does not meet the expectations due to the impact of market fluctuations, as well as the risk of principal damage due to the issuer. The company will intervene appropriately and timely according to the economic situation and changes in the financial market, but it does not rule out the risk that the actual income is lower than expected due to the impact of market fluctuations on the investment.
(II) risk control measures
1. The company uses some idle self owned funds for cash management. It will strictly screen investment objects and select products issued by units with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability.
2. The financial department and internal auditors of the company will timely analyze and track the investment direction of investment products and project progress of cash management. If the evaluation finds that there are risk factors that may affect the safety of funds, they will take corresponding measures in time to control investment risks.
3. The company’s internal auditors are responsible for auditing and supervising the use and custody of funds in this cash management, and evaluating the possible risks.
4. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
5. The company will timely disclose relevant information in accordance with the relevant provisions of Shenzhen Stock Exchange. 3、 Impact of this cash management event on the company
The company uses some idle self owned funds for cash management, which is implemented on the premise of ensuring that it does not affect the working capital required by the company’s daily operation, does not affect the needs of the company’s daily capital turnover, and does not affect the normal development of the company’s main business. Through appropriate financial investment, we can improve the use efficiency of funds and obtain certain investment income, which is conducive to improving the overall performance level of the company and in line with the interests of all shareholders.
4、 Review procedures and special opinions
(I) deliberations of the board of directors
On February 8, 2022, the company held the fifth meeting of the Fifth Board of directors, deliberated and passed the proposal on using some idle self owned funds for cash management, and agreed to use some idle self owned funds with a maximum amount of no more than RMB 500 million (including RMB 500 million) for cash management without affecting normal operation, The products with high liquidity, such as deposit certificate and structured deposit guarantee, are not limited to those with high investment risk.
(II) opinions of the board of supervisors
The company held the 4th meeting of the 5th board of supervisors on February 8, 2022, which deliberated and approved the proposal on using some idle self owned funds for cash management. After review, the board of supervisors believed that the company’s use of some idle self owned funds for cash management was implemented on the premise of ensuring that it did not affect the working capital required by the company’s daily operation, It will not affect the normal needs of the company’s daily capital turnover and the normal development of the company’s main business. Through appropriate financial investment, we can improve the use efficiency of funds and obtain certain investment income, which is conducive to improving the overall performance level of the company and in line with the interests of all shareholders.
(III) opinions of independent directors
After review, the independent directors believe that the company’s use of some idle self owned funds for cash management this time complies with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant provisions, and has fulfilled the necessary legal approval procedures. On the premise of ensuring the normal operation and capital safety of the company, use the temporarily idle self owned funds for cash management, increase the capital income, and better realize the preservation and appreciation of the company’s funds. There is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. The decision-making procedures are legal and effective. Agree to the company’s use of idle self owned funds with a maximum amount of not more than 500 million yuan (including 500 million yuan) for cash management. It is agreed to submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of some idle self owned funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and the board of supervisors and independent directors of the company have issued clear consent opinions, which comply with relevant laws and regulations and perform necessary legal procedures. The matter complies with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, 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 some idle self owned funds for cash management does not affect the normal operation of the company, is in line with the interests of the company and all shareholders, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. To sum up, the recommendation institution has no objection to the company’s use of idle self owned funds of no more than RMB 500 million for cash management.
(there is no text on this page, which is the signature page of the verification opinions of Hengtai Changcai Securities Co., Ltd. on Anhui Huaertai Chemical Co.Ltd(001217) using some idle self owned funds for cash management)
Sponsor representative:
Zhou Muhong Weng Zhi
Hengtai Changcai Securities Co., Ltd
