Citic Securities Company Limited(600030) about By-Health Co.Ltd(300146)
Verification opinions on using idle self owned funds for entrusted financial management
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) as the sponsor of By-Health Co.Ltd(300146) (hereinafter referred to as ” By-Health Co.Ltd(300146) ” and “company”) issuing shares to specific objects in 2020, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the company has verified the entrusted financial management of idle self owned funds. The details are as follows:
1、 Basic information on entrusted financial investment with idle self owned funds
1. Investment purpose
In order to improve the use efficiency of the company’s funds and make rational use of idle self owned funds, the company plans to use idle self owned funds for entrusted financial management under the condition of controlling investment risks and not affecting the normal operation of the company, so as to increase the company’s income and create a better investment return for the company and shareholders.
2. Investment quota and term
The company (including subordinate enterprises) plans to use idle self owned funds of no more than 1 million yuan for entrusted financial management. The investment term is valid within 12 months from the date of deliberation and approval at the 15th meeting of the Fifth Board of directors of the company. Within the above limit and term, the funds can be used on a rolling basis.
3. Investment varieties
The company (including subordinate enterprises) will strictly control risks in accordance with relevant regulations, strictly evaluate investment products, and plan to buy financial products with high safety and low risk.
4. Source of funds
The capital of the company (including subordinate enterprises) to make the above investment comes from the temporarily idle self owned capital, which will not affect the normal capital demand of the company.
5. Decision making procedure
This matter was deliberated and approved at the 15th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors respectively, and does not need to be submitted to the general meeting of shareholders for deliberation. The independent directors and the board of supervisors of the company expressed their consent on this matter.
6. Association relationship
The company plans to purchase financial products from financial institutions that do not have a related relationship. The use of idle self owned funds for entrusted financial management will not constitute a related party transaction.
2、 Investment risk and control measures
1. Investment risk
(1) Although financial products belong to low-risk investment varieties, the financial market is greatly affected by 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) Operator related risks.
2. Risk control measures
(1) After the approval of the board of directors, the general manager and chief financial officer of the company are authorized to organize the implementation. The financial center of the company will timely analyze and track the investment direction of financial products and the progress of the project. If the evaluation finds that there are risk factors that may affect the safety of the company’s funds, it will timely take corresponding measures to control the investment risk; (2) The internal audit department of the company is responsible for auditing and supervising the use and custody of funds of financial products, conducting comprehensive inspection on all financial products regularly, and reasonably predicting the possible gains and losses of various investments according to the principle of prudence;
(3) 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;
(4) The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange. 3、 Impact on the company
Based on the principle of “standardized operation, risk prevention, prudent investment, value preservation and appreciation”, the company (including subordinate enterprises) uses idle self owned funds to purchase financial products on the premise of ensuring the company’s daily operation and capital safety, which is conducive to improving the company’s capital use efficiency and fully protecting the interests of shareholders.
4、 Relevant review and approval procedures
1. On March 4, 2022, the 15th meeting of the 5th board of directors of the company deliberated and adopted the proposal on using idle self owned funds for entrusted financial management. In order to improve the use efficiency of idle self owned funds and maximize the practical value of funds, on the premise of ensuring the company’s daily operation, capital safety, operation compliance and controllable risk, the company (including subordinate enterprises) plans to use idle self owned funds of no more than 1 million yuan for entrusted financial management and purchase financial products with high security and low risk, Authorize the general manager and chief financial officer of the company to organize the implementation. The investment term is valid within 12 months from the date of deliberation and approval by the board of directors. Within the above limit and term, the funds can be used on a rolling basis.
2. On March 4, 2022, the 13th meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on using idle self owned funds for entrusted financial management. The board of supervisors believes that the company (including subordinate enterprises) uses idle self owned funds for entrusted financial management in order to improve the use efficiency of idle funds, further improve the overall income and do not affect the use of daily operating funds. It agrees that the company (including subordinate enterprises) uses idle self owned funds of no more than 1 million yuan for entrusted financial management, Within the above quota and period, the funds can be used on a rolling basis, and the investment period is valid within 12 months from the date of deliberation and approval by the board of directors.
3. The independent directors of the company expressed independent opinions on the use of idle self owned funds for entrusted financial management as follows: the use of idle self owned funds for entrusted financial management by the company (including subordinate enterprises) will help to improve the use efficiency of the company’s funds and fully protect the interests of shareholders on the basis of risk control. The use of the above funds will not adversely affect the company’s business activities and is in the interests of the company and all shareholders. Therefore, all independent directors unanimously agree that the company (including subordinate enterprises) uses idle self owned funds for entrusted financial management within the approved limit.
5、 Opinions of the sponsor
The sponsor Citic Securities Company Limited(600030) verified the entrusted financial management with idle self owned funds and found that:
1. By-Health Co.Ltd(300146) the use of idle self owned funds for entrusted financial management has been deliberated and approved by the board of directors and the board of supervisors. All independent directors have expressed their independent opinions with explicit consent and fulfilled the necessary legal procedures;
2. The company plans to use its own funds for entrusted financial management on the premise of ensuring that it does not affect the normal operation, which is conducive to further improving the efficiency of the company’s use of funds and in line with the interests of the company and all shareholders.
Based on the above opinions, Citic Securities Company Limited(600030) has no objection to By-Health Co.Ltd(300146) this plan of using idle self owned funds for entrusted financial management.
(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) verification opinions on By-Health Co.Ltd(300146) using idle self owned funds for entrusted financial management)
Sponsor representative:
Wei Hongmin, Zeng Jinsong
Citic Securities Company Limited(600030) March 4, 2002
