Huatai United Securities Co., Ltd
About Zhejiang Huace Film And Tv Co.Ltd(300133)
Verification opinions on using idle self owned funds for securities investment
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "sponsor") as a sponsor of Zhejiang Huace Film And Tv Co.Ltd(300133) (hereinafter referred to as " Zhejiang Huace Film And Tv Co.Ltd(300133) " or "listed company") issuing shares to specific objects and listing on the gem in the continuous supervision stage, According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for the standard operation of companies listed on the gem of Shenzhen Stock Exchange, and According to the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 - recommendation business and other relevant provisions, the verification opinions of Zhejiang Huace Film And Tv Co.Ltd(300133) to use idle self owned funds for securities investment have been carefully investigated. The specific verification conditions are as follows:
1、 Basic information of securities investment
1. Investment purpose
According to the development strategy of the listed company, under the premise of not affecting the normal operation and effectively controlling the investment risk, according to the development strategy of the listed company, cooperate with the industrial layout of the listed company, timely use its own funds, conduct securities investment for companies including but not limited to the upstream and downstream of the industry or related industries, further give play to the Industrial Synergy, boost the operation and improve the efficiency of capital use, Create greater profits for listed companies and shareholders.
2. Investment quota
The amount of securities investment shall not exceed 500 million yuan or the equivalent foreign currency (including the principal amount) at the time of investment. Within this limit, the funds can be used on a rolling basis, but the amount of securities investment at any point in the term shall not exceed the investment limit.
3. Investment varieties
Securities Investment: domestic and foreign stocks, securities investment funds and other securities and their derivatives, placing or subscription of new shares at stock exchanges, subscription of public and non-public issuance of shares (equity), secondary market trading of securities (including stocks, funds, bonds, etc.).
4. Investment period
It shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.
5. Source of funds
The funds applicable to this securities investment are limited to the self owned idle funds of the listed company, that is, the self owned funds other than the raised funds and bank credit funds, which meet the requirements of relevant laws and regulations.
6. Implementation mode
Within the above limit, the board of directors requests the general meeting of shareholders to authorize the management of the listed company to sign relevant contract documents, be responsible for organizing the implementation of specific matters of securities investment, and determine the specific investment varieties and investment amount according to the development strategy and capital status of the listed company.
2、 Investment risk analysis and risk control measures
1. Investment risk
(1) The securities market is greatly affected by changes in macroeconomic situation, fiscal and monetary policies, exchange rate and capital, and securities investment will be affected by market fluctuations.
(2) Listed companies will timely and appropriately intervene according to the economic situation and changes in the financial market, so the actual income of securities investment is unpredictable.
(3) Operational risks of relevant staff.
2. Risk prevention
The listed company intends to minimize the risk through the following specific measures:
(1) Listed companies will conduct securities investment operations, standardize management and control risks in strict accordance with relevant provisions such as Shenzhen Stock Exchange GEM Listing Rules and Shenzhen Stock Exchange GEM listed companies' standardized operation guidelines.
(2) According to the daily operation fund use plan of the listed company, the listed company shall reasonably arrange the investment fund according to the cash flow on the premise of ensuring the normal operation.
(3) The listed company has a professional investment team to conduct sufficient research, analysis and demonstration before investment to reduce investment risk. Or, when necessary, hire external personnel and entrust relevant professional institutions to study and demonstrate investment varieties, stop profits and losses, put forward research reports and submit them to the management for review. The investment department can only carry out the specific operation of securities investment within the investment scale and tolerable risk limit approved and determined by the board of directors or the general meeting of shareholders.
(4) Listed companies have specially formulated the securities investment management system to ensure the strict separation of personnel, information, accounts, funds and accounting, ensure the independence of applicants, reviewers, approvers, operators and fund managers of securities investment business, and effectively prevent and control investment risks. Meanwhile, according to the relevant provisions of Shenzhen Stock Exchange, do a good job in relevant information disclosure.
(5) After the investment, it will continuously track the operation and capital market performance of the listed company with the investment object, establish an internal rating and reporting mechanism, conduct periodic inspection and reporting, and realize the dynamic management of investment value and risk. The periodic inspection report will be submitted to the director general, financial director and Secretary of the board of directors of the listed company on a regular basis. The investment department shall assign special personnel to track the progress and safety status of securities investment, and require them to report in time in case of abnormalities, so as to take effective measures to recover funds immediately and avoid or reduce the losses of listed companies.
(6) Securities investment must be conducted in the name of the listed company through a special securities investment account, and a specially assigned person shall be responsible for the management of the securities investment account, including opening, closing and use registration. It is strictly prohibited to lend securities investment accounts, use other investment accounts and off account investments. It is strictly prohibited to transfer funds from securities investment accounts in the name of individuals, and strictly prohibit the withdrawal of cash from securities investment accounts.
(7) The statistics of securities investment categories and funds shall be carried out by a special person designated by the financial management center, and timely reconciled with the fund management personnel (the manager of the special account for securities investment and the fund manager of the company shall not be the same person). The reconciliation shall be recorded and signed by the person in charge of finance.
(8) The investment department is responsible for preparing securities investment reports regularly (at least monthly) and irregularly (when necessary). The report includes but is not limited to: the implementation of investment decisions, the quality of investment assets, investment profits and losses, risk monitoring and other major matters.
(9) The internal audit departments of listed companies shall be responsible for the daily supervision of securities investment, audit and verify the use of funds every quarter, and report the existing problems to the chairman immediately. The audit committee of the board of directors of listed companies has the right to investigate and track the securities investment of listed companies at any time, so as to strengthen the tracking management of securities investment of listed companies and control risks. The independent directors and the board of supervisors of the listed company have the right to conduct regular or irregular inspection on the securities investment of the listed company. If any illegal operation is found, they can propose to convene the board of directors to consider and stop the securities investment activities of the listed company.
3、 Impact on the company
On the premise of ensuring that it does not affect the daily operation, listed companies use some idle self owned funds for securities investment, which helps to give play to industrial synergy, boost operation, improve capital use efficiency, improve the overall performance level of the company, and obtain more investment returns for shareholders.
4、 Approval procedures performed by listed companies
(i) Opinions of the board of directors
On December 31, 2021, the listed company held the 18th meeting of the 4th board of directors, deliberated and adopted the proposal on using idle self owned funds for securities investment, and agreed that the listed company, on the premise of ensuring the capital demand for daily production and operation and effectively controlling risks, Temporarily idle self owned funds not exceeding RMB 500 million or equivalent foreign currency (including principal) at the investment time point for securities investment, so as to improve the capital use efficiency of listed companies and enhance the profitability of the company.
（2） Opinions of the board of supervisors
On December 31, 2021, the listed company held the 16th meeting of the 4th board of supervisors and deliberated and adopted the proposal on securities investment with idle self owned funds. The board of supervisors of the listed company held that the relevant approval procedures for the company's proposed securities investment comply with the relevant provisions of relevant laws, regulations, departmental rules and the articles of association, The company's internal control procedures are basically established and improved. It is agreed that the company will use idle self owned funds with a maximum amount of 500 million yuan (or foreign currency equivalent at the investment time point) for securities investment. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
（3） Opinions of independent directors
Independent directors of listed companies have expressed independent opinions, Think: "At present, the company is in good operation and stable financial condition. On the premise of ensuring liquidity and capital safety, the company uses idle self owned funds for securities investment. The purpose is to cooperate with industrial layout, give play to industrial synergy, comply with the company's development strategy, and create more income for the company and shareholders while ensuring the development of main business. The company has established Securities investment management system to standardize securities investment management and control risks. The above matters shall not damage the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree that the company uses idle self owned funds with a maximum amount of 500 million yuan (or foreign currency equivalent at the investment time point) for securities investment, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation. "
5、 Opinions of the sponsor
After verification, Huatai United Securities believes that: Zhejiang Huace Film And Tv Co.Ltd(300133) the use of idle self owned funds for securities investment has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued clear consent opinions, which needs to be deliberated and approved by the general meeting of shareholders of the listed company, which is in line with the Listing Rules of GEM stocks of Shenzhen Stock Exchange Relevant provisions such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange; On the premise of ensuring the capital demand for daily production and operation and effectively controlling risks, listed companies can improve the capital use efficiency of listed companies by using temporarily idle self owned funds of no more than 500 million yuan or equivalent foreign currency (including principal) at the investment time point for securities investment.
In conclusion, the sponsor has no objection to Zhejiang Huace Film And Tv Co.Ltd(300133) using idle self owned funds for securities investment. (there is no text on this page, which is the signature page of the verification opinions of Huatai United Securities Co., Ltd. on Zhejiang Huace Film And Tv Co.Ltd(300133) using idle self owned funds for securities investment)
Sponsor representative (signature):
Liu Baihua, Qiu Jie
Huatai United Securities Co., Ltd. (official seal) date:
