Anxin Securities Co., Ltd
About Rayhoo Motor Dies Co.Ltd(002997)
Verification opinions on using idle self owned funds for cash management
As a sponsor for initial public offering and listing of Rayhoo Motor Dies Co.Ltd(002997) (hereinafter referred to as Rayhoo Motor Dies Co.Ltd(002997) ) and the company, Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” and “sponsor”) shall, in accordance with the administrative measures for securities issuance and listing recommendation business and the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business The guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions have carefully verified the cash management of Rayhoo Motor Dies Co.Ltd(002997) to use idle self owned funds. The details are as follows:
1、 Information of this investment
(i) Investment purpose
To improve the company (including holding subsidiaries) to improve the fund use efficiency, make rational use of idle self owned funds, plan to use idle self owned funds for cash management without affecting the normal operation of the company, and purchase principal guaranteed or guaranteed financial products or financial products with low risk and high liquidity, so as to increase the company’s income and obtain more investment returns for the company and shareholders.
（2） Investment quota
The company (including its holding subsidiaries) plans to use idle self owned funds with a total amount of no more than RMB 200 million for cash management, with an investment period of no more than 12 months, which can be recycled and rolled within the validity of the above quota and resolution.
（3） Investment varieties
Purchase principal guaranteed financial products or financial products with low risk and high liquidity.
（4） Validity of resolution
It shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.
（5） Implementation mode
Within the limit, the chairman is authorized to be responsible for investment decision-making and sign relevant legal documents.
（6） Information disclosure
The company will timely disclose the specific situation of the company’s cash management in accordance with the provisions of relevant laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and so on. 2、 Investment risk analysis and risk control measures
(i) Investment risk
The company will intervene timely and appropriately according to the economic situation and changes in the financial market to ensure capital safety. However, the financial market is greatly affected by the macro-economy, and the impact of market fluctuations on the investment is not excluded.
（2） Risk control measures
1. Strictly abide by the principle of prudent investment, select 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 company will timely track the investment direction of financial products according to the market situation. If potential risk factors are found, the company will organize evaluation, and timely take corresponding preservation measures according to the evaluation results to control the investment risk.
3. The internal audit department of the company is responsible for auditing and supervising the use and custody of the funds of the financial products invested by the company, comprehensively inspecting all investment projects of financial products every quarter, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the audit committee of the board of directors of the company.
4. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.
3、 Impact on the company’s operation
The company adheres to the principle of “standardized operation, risk prevention, prudent investment, value preservation and appreciation”. On the premise of ensuring that the normal operation of the company is not affected, the company uses some idle self owned funds to choose the opportunity to buy low-risk financial products, which will not affect the company’s daily operation. At the same time, it can improve the company’s capital use efficiency and obtain a certain investment income, Seek more return on investment for the company’s shareholders.
4、 Relevant audit procedures and opinions
(i) Opinions of the board of directors
At the 25th meeting of the second board of directors of the company, the proposal on using idle self owned funds for cash management was considered and adopted, It is agreed that the company (including its holding subsidiaries) use idle self owned funds with an amount of no more than 200 million yuan (including 200 million yuan) for cash management to invest in investment products with high safety, good liquidity, low risk and an investment period of no more than 12 months. The board of directors of the company expressed clear consent to the proposal.
（2） Opinions of independent directors
The current use of the company shall not exceed RMB 200 million (including 200 million yuan) of idle self owned funds for cash management can improve the use efficiency of the company’s idle self owned funds and obtain certain investment income. There is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. The approval procedures for the use of idle self owned funds for cash management this time comply with relevant regulations.
（3） Opinions of the board of supervisors
The 18th meeting of the second board of supervisors of the company deliberated and adopted the proposal on cash management using idle self owned funds. The board of supervisors believes that under the condition of ensuring the normal production and operation of the company, The company uses no more than RMB 200 million The idle self owned funds (including RMB 200 million) for cash management and investment in products with high safety and good liquidity comply with relevant regulatory regulations, which is conducive to improving the use efficiency of the company’s funds and increasing the company’s income, will not have an adverse impact on the company’s operation, is in line with the interests of the company and all shareholders, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders Beneficial situation.
5、 Verification opinions of the recommendation institution
After verification, Anxin Securities believes that:
1. Rayhoo Motor Dies Co.Ltd(002997) the use of idle self owned funds for cash management has been deliberated and adopted at the 25th meeting of the second board of directors and the 18th meeting of the second board of supervisors. The independent directors have expressed their independent opinions and performed the necessary legal procedures, Comply with the requirements of the articles of association, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions.
2. Rayhoo Motor Dies Co.Ltd(002997) the use of idle self owned funds for cash management this time is conducive to improving the efficiency of fund use, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and all shareholders, especially minority shareholders.
To sum up, Anxin securities has no objection to Rayhoo Motor Dies Co.Ltd(002997) using idle self owned funds for cash management this time.
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(there is no text on this page, which is the signature and seal page of the verification opinions of Anxin Securities Co., Ltd. on Rayhoo Motor Dies Co.Ltd(002997) using idle own funds for cash management) sponsor representative:
Li Dongyi, sun wenle
Anxin Securities Co., Ltd. December 30, 2021
