China International Capital Corporation Limited(601995)
Verification opinions on Iat Automobile Technology Co.Ltd(300825) using temporarily idle self owned funds for entrusted financial management
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “sponsor”) as a sponsor of Iat Automobile Technology Co.Ltd(300825) (hereinafter referred to as ” Iat Automobile Technology Co.Ltd(300825) ” or “company”) issuing A-share shares to specific objects in 2020, according to the administrative measures for securities issuance and listing recommendation business and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as “Listing Rules”) In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on the gem, this verification opinion is issued on the matters of Iat Automobile Technology Co.Ltd(300825) using temporarily idle self owned funds for entrusted financial management. The specific verification conditions are as follows:
1、 Using idle self owned funds for entrusted financial management
1. Investment purpose
In order to improve the efficiency of the use of funds, under the condition of not affecting the normal operation of the company and its subsidiaries, reasonably use the temporarily idle self owned funds for entrusted financial management, and obtain a better return on investment for the company and shareholders on the premise of controllable risk.
2. Quota
The company and its subsidiaries intend to use idle self owned funds of no more than RMB 800 million for entrusted financial management. 3. Varieties of investment products
The company and its subsidiaries will strictly control risks in accordance with relevant regulations, strictly evaluate investment products, and plan to buy financial products with high safety and good liquidity.
4. Validity period of resolution
Effective within 12 months from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022. Within the above quota and period, the funds can be used on a rolling basis.
5. Source of funds
Normal capital requirements.
6. Implementation mode
The company authorizes the management to exercise the investment decision-making power within the above validity period and capital limit, and the financial department is responsible for organizing the implementation. The authorization period shall be valid within 12 months from the date of adoption of the resolution of the second extraordinary general meeting of shareholders in 2022.
7. Decision making procedure
The matter has been deliberated and approved by the board of directors of the company, the independent directors have expressed their independent opinions, and the board of supervisors of the company has deliberated and agreed on the matter. This matter needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8. Association relationship
The company plans to purchase financial products from financial institutions that do not have a related relationship. The use of temporarily idle own funds for entrusted financial management will not constitute a related party transaction.
2、 Impact on the daily operation of the company
The company insists on standardized operation and risk prevention, and uses temporarily idle self owned funds for entrusted financial management on the premise of ensuring that the normal operation and capital safety of the company are not affected. The financial products selected by the company and its subsidiaries are low-risk products, and the use of corresponding funds will not affect the company’s daily operation and the development of its main business. Through appropriate entrusted financial management, it is conducive to improve the use efficiency of the company’s idle self owned funds and obtain a better return on investment for the company and shareholders.
3、 Investment risk and internal control measures
1. Investment risks
(1) Although the company will choose low-risk investment varieties with high safety and good liquidity, the financial market is greatly affected by the macro-economy, and it is not ruled out that the investment is affected by market fluctuations;
(2) 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.
(3) Operation and professional ethics risks of relevant staff.
2. Internal control measures
(1) The company will strictly screen investment objects and select products issued by financial institutions with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability.
(2) The Finance Department of the company will pay attention to and analyze the investment direction and progress of financial products in real time. Once it is found or judged that there are factors affecting the income of financial products, it shall timely inform the management of the company, and take corresponding preservation measures to control the investment risk to the greatest extent and ensure the safety of funds.
(3) For the economic activities of the use of funds, we should establish and improve complete accounting accounts and do a good job in the financial accounting of the use of funds; The finance department shall timely check the account balance with the bank on the day of investment to ensure the safety of funds.
(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 perform the obligation of information disclosure in a timely manner in strict accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
4、 Review procedures and special opinions
1. Deliberations of the board of directors
The company held the 15th meeting of the 4th board of directors on February 24, 2022, deliberated and passed the proposal on using temporarily idle self owned funds for entrusted financial management, and agreed that the company and its subsidiaries use temporarily idle self owned funds of no more than 800 million yuan for entrusted financial management without affecting normal operation and ensuring capital safety, The time limit is 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above quota and period, the funds can be used on a rolling basis. The company authorizes the management to exercise the investment decision-making power within the above validity period and capital limit, and the financial department is responsible for organizing the implementation.
2. Deliberation of the board of supervisors
The company held the 13th meeting of the 4th board of supervisors on February 24, 2022, which deliberated and approved the proposal on using temporarily idle self owned funds for entrusted financial management. The board of supervisors held that the company’s use of temporarily idle self owned funds for entrusted financial management can improve the utilization efficiency of temporarily idle self owned funds and obtain certain investment income, In order to obtain more investment returns for the company and shareholders, there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders, and it complies with the relevant provisions of the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on GEM and other regulations. Without affecting the normal operation and ensuring the safety of funds, the board of supervisors agrees that the company and its subsidiaries use temporarily idle self owned funds of no more than 800 million yuan for entrusted financial management, which shall be 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above quota and period, the funds can be used on a rolling basis.
3. Opinions of independent directors
The independent directors of the company reviewed the proposal on the use of temporarily idle self owned funds for entrusted financial management of the company and expressed their agreed independent opinions: we believe that the company and its subsidiaries use no more than 800 million yuan of temporarily idle self owned funds for entrusted financial management without affecting the normal operation and ensuring the safety of funds, It can improve the company’s capital use efficiency and obtain better investment return, which is conducive to the interests of the company and all investors. The decision-making procedure of this matter complies with the company law, securities law, listing rules, articles of association and other relevant provisions, and there is no situation damaging the interests of the company and all shareholders. We unanimously agree to this matter and agree to submit it to the general meeting of shareholders of the company for review.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: the company and its subsidiaries’ use of temporarily idle self owned funds for entrusted financial management has been deliberated and approved by the board of directors and the board of supervisors of the company, all independent directors have issued independent opinions with explicit consent, which can only be implemented after being deliberated and approved by the general meeting of shareholders, and necessary legal procedures have been performed, Comply with the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on GEM, listing rules, articles of association and other relevant provisions, improve the use efficiency of self owned funds and increase the company’s income, which is in line with the interests of the company and all shareholders.
To sum up, the recommendation institution has no objection to the company’s use of temporarily idle self owned funds for entrusted financial management. (there is no text on this page, which is the signature and seal page of China International Capital Corporation Limited(601995) verification opinions on Iat Automobile Technology Co.Ltd(300825) using temporarily idle own funds for entrusted financial management) sponsor representative:
Shang Linzheng Zhao Yan
China International Capital Corporation Limited(601995) February 24, 2022
