About Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
Subsidiaries use idle self owned funds to purchase financial products
Verification opinions
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting sponsor Co., Ltd. (hereinafter referred to as ” Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor” or “sponsor”) is a sponsor of Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (hereinafter referred to as ” Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) ” and “company”) issuing shares to specific objects and listing on the gem, In accordance with the requirements of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, The Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) subsidiary has checked the purchase of financial products with idle self owned funds. The specific verification is as follows:
1、 Overview of this investment
1. Investment purpose
The company’s subsidiary Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Machinery Co., Ltd. and its subsidiaries (hereinafter collectively referred to as “Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) ” and “subsidiaries”) make rational use of working capital, improve the use efficiency of its own working capital and create better investment income for the company and shareholders without affecting the operation and development of its main business.
2. Investment quota
Subsidiaries of the company use idle self owned funds to purchase principal guaranteed and low-risk floating income financial products issued by commercial banks, securities companies, fund management companies and trust companies. The investment limit is to purchase financial products with a total amount of not more than 150 million yuan (unit: RMB, the same below) at any time point, that is, the maximum balance of entrusted financial management at any time point is not more than 150 million yuan. The validity period of the investment quota is within 12 months from the date of deliberation and approval by the board of directors.
3. Investment varieties
In order to effectively control investment risks and protect the interests of the company and shareholders, the financial products purchased by the company’s subsidiaries within the above limit are only limited to principal guaranteed and low-risk floating income financial products issued by commercial banks, securities companies, fund management companies and trust companies with good credit status, good financial status and good integrity record, It mainly includes: (1) principal guaranteed, low-risk floating income financial products and structured deposit products issued by commercial banks;
(2) Bond funds issued by fund management companies (low-risk floating income funds, whose investment scope is mainly financial instruments with good liquidity, including bonds, central bills, financial bonds, corporate bonds, corporate bonds, convertible bonds, asset-backed securities and other bonds and money market instruments issued and listed in China according to law), Money market fund (low-risk floating income type, with investment scope of call deposit, short-term financing bond, bank time deposit, certificate of deposit, bond repurchase, central bank bill, asset-backed securities, medium-term notes and other money market instruments with good liquidity recognized by CSRC);
(3) Income certificates issued by securities companies (principal guaranteed, and the rate of return shall be subject to the actually signed investment agreement); (4) Principal guaranteed and low-risk floating income financial products issued by trust companies (investment scope includes bank deposits, money market funds, bond funds, exchange and inter-bank market bonds and fixed income products). The company’s own funds are not used for other securities investment, and do not directly or indirectly purchase stocks and their derivatives, financial products with unsecured bonds as the investment object, etc.
4. Investment period
The investment period of a subsidiary using idle self owned funds to purchase financial products shall not exceed 12 months.
5. Source of funds
All the funds used by the company’s subsidiaries to purchase financial products are their own funds, and they do not invest directly or indirectly with raised funds and bank credit funds.
6. Decision making procedures and validity of resolutions
Matters related to the company’s subsidiaries using idle self owned funds to purchase financial products have been deliberated and adopted at the 26th meeting of the 5th board of directors and the 25th meeting of the 5th board of supervisors, and independent directors have expressed independent opinions.
The company’s subsidiary plans to purchase financial products from commercial banks, securities companies, fund management companies and trust companies that have no affiliated relationship with the company, directors, supervisors and shareholders holding more than 5% of the company, which does not constitute affiliated transactions or major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies. It can be implemented after deliberation and approval by the board of directors, It is not necessary to submit it to the general meeting of shareholders for deliberation.
7. Implementation and authorization
In order to facilitate the implementation of this entrusted financial management, the board of directors of the company authorizes the management to deal with all matters related to it within the amount approved in this review. The validity of this authorization resolution is within 12 months from the date of deliberation and adoption by the board of directors.
The financial department of the subsidiary is the responsible department for the implementation of the financial products purchased this time, which is responsible for formulating the plan for the purchase of financial products, implementing the specific financial allocation strategy, handling and daily management of financial management, financial accounting of financial management, archiving and safekeeping of financial related materials, etc.
2、 Investment risk and risk control measures
1. Investment risk
As the financial market is greatly affected by the macro economy, the investment income of short-term low-risk floating income financial products issued by commercial banks, securities companies, fund management companies and trust companies is uncertain. If the relevant personnel in charge of this investment in the company’s subsidiaries fail to closely monitor the process of purchasing financial products and timely adjust the investment varieties and investment amount, it may lead to operational risks.
2. Risk control measures
(1) The company strictly limits the scope of purchasing entrusted financial products and the scope of investment targets of financial products. The issuer of financial products is a financial institution with good credit status, good financial status and good integrity record. The transaction object is a product with low risk, good liquidity and high security.
(2) The company and its subsidiaries shall establish a firewall system to ensure strict separation of personnel, information, accounts, funds and accounting, and the approvers, operators and fund managers of financial matters are independent of each other.
(3) The finance department shall assign special personnel to track the use progress and investment security of financial management funds, and properly keep transaction data such as transaction account and transaction password.
(4) The relevant staff shall keep confidential the matters related to financial management and shall not disclose the specific investment plan, transaction, settlement, capital status and other relevant information without permission.
(5) Subsidiaries sign written contracts with commercial banks, securities companies, fund management companies and trust companies to clarify the amount, term, investment varieties, rights, obligations and legal liabilities of both parties.
(6) The Audit Department of the company is the supervision department of financial management matters, which is responsible for auditing and supervising the use and development of funds involved in financial management.
3、 Impact on the company
On the premise of ensuring that the normal development of the main business is not affected, the subsidiaries of the company can improve the use efficiency of funds and create investment income for the company while ensuring the safety of funds by reasonably allocating funds, selecting appropriate products and choosing opportunities for investment.
4、 Deliberation opinions
1. Opinions of the board of directors
On February 18, 2022, the 26th meeting of the 5th board of directors of the company deliberated and adopted the proposal on the company’s subsidiaries using idle self owned funds to purchase financial products. The board of directors of the company held that:
On the premise of ensuring the daily operation and capital safety, the company’s subsidiaries use idle self owned funds within a certain amount to buy financial products with good safety and high liquidity, which will help to improve the use efficiency of funds and create investment income for the company, which is in line with the interests of the company and all shareholders.
2. Opinions of independent directors
After careful review, the independent directors of the company expressed their independent opinions in the independent directors’ independent opinions on matters related to the 26th meeting of the Fifth Board of directors. The independent directors of the company believe that:
The decision-making procedures of the company’s subsidiaries to use their own funds to purchase financial products comply with the articles of association, the major investment management system and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
The company has strictly limited the scope of investment targets of entrusted financial management, and the subsidiaries carry out risk control of entrusted financial management in accordance with the entrusted financial management system, so that the capital security can be guaranteed.
The company’s subsidiaries use idle self owned funds to entrust financial management, which will not affect the normal operation of the main business. The subsidiary intends to purchase low-risk or principal guaranteed financial products with good safety and high liquidity, which is conducive to improving the use efficiency of the company’s funds and further increasing the company’s income, which is in line with the interests of the company and all shareholders.
To sum up, we agree that the company’s subsidiaries use idle self owned funds to purchase financial products.
3. Opinions of the board of supervisors
On February 18, 2022, the 25th meeting of the Fifth Board of supervisors of the company deliberated and adopted the proposal on the company’s subsidiaries using idle self owned funds to purchase financial products. After verification, the board of supervisors of the company held that:
Subsidiaries of the company use idle self owned funds to choose the opportunity to buy principal guaranteed and low-risk floating income financial products issued by commercial banks, securities companies, fund management companies and trust companies. The investment varieties have good safety and high liquidity, which can improve the use efficiency and income of funds on the premise of ensuring the safety of funds. The company has implemented the risk control measures of entrusted financial investment, and it is in the interests of the company and all shareholders to use its own funds to create income on the premise of ensuring that the normal development of its main business is not affected.
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
1. Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) , the holding subsidiary of the company, plans to use idle self owned funds with a maximum amount of no more than 150 million yuan to buy financial products, which has been deliberated and approved by the board of directors and the board of supervisors of the company. All independent directors have expressed their explicit consent and fulfilled the necessary approval and decision-making procedures, Comply with the provisions of relevant laws, regulations and normative documents such as Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, articles of association and so on.
2. Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) , the holding subsidiary of the company, uses idle self owned funds to invest in principal guaranteed and low-risk floating income financial products issued by commercial banks, securities companies, fund management companies and trust companies, which is in line with the interests of the company and its holding subsidiaries and does not damage the interests of the company, its holding subsidiaries and all shareholders. In conclusion, the sponsor agrees that the holding subsidiary of the company, Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) , plans to use idle self owned funds with a maximum amount of no more than 150 million yuan for investment and wealth management.
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