Verification opinions
Huatai United Securities Co., Ltd
About Zhejiang Huace Film And Tv Co.Ltd(300133)
Verification opinions on purchasing financial products with idle self owned funds
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, a prudent due diligence investigation has been conducted on Zhejiang Huace Film And Tv Co.Ltd(300133) plans to use idle self owned funds to purchase financial products. The specific verification results are as follows:
1、 Investment overview
1. Investment purpose: in order to improve the use efficiency of funds and make rational use of idle self owned funds, listed companies use temporarily idle self owned funds to purchase financial management without affecting the normal operation and risk control of listed companies.
2. Investment quota: the total amount at any time point shall not exceed RMB 3 billion, but the cumulative amount shall not exceed RMB 15 billion (inclusive). Within the above investment limit, the funds can be used on a rolling basis.
3. Investment varieties: (1) financial products with good liquidity, high security and relatively high investment return, such as principal guaranteed, low and medium risk, new fund, including but not limited to principal guaranteed, low and medium risk, new fund and other financial products, such as income certificate, structured deposit, new fund, etc; (2) Reverse repurchase of treasury bonds; (3) Monetary Fund; (4) CDB bonds; (5) Trust products with high security and good liquidity; (6) It shall not be used for other securities investment and shall not purchase financial products with stocks and their derivatives as the investment object.
4. Term of validity and investment period: the term of validity shall be from the date of deliberation and approval by the shareholders’ meeting to 12 months. The investment period of a single financial product shall not exceed one year.
5. Source of funds: idle self owned funds.
2、 Investment risk analysis and risk control measures
1. Investment risk
Verification opinions
(1) Although financial products have been strictly evaluated and belong to low-risk investment products, 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) Listed companies will timely and appropriately intervene according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable.
(3) Risk of fund deposit and use.
(4) Operation and monitoring risks of relevant staff.
2. Risk control measures
(1) The board of directors of the listed company shall authorize the management of the listed company to be responsible for organizing the implementation after deliberation and approval. The financial personnel of the listed company will timely analyze and track the progress. If the evaluation finds that there are risk factors that may affect the safety of funds, they will take corresponding measures in time to control the investment risk.
(2) Listed companies will strictly abide by the principle of prudent investment, choose principal guaranteed, low and medium risk, new funds and other financial investment varieties, and do what they can. When selecting investment opportunities and investment varieties, the financial management center is responsible for reviewing the product investment documents of financial institutions, consulting financial, legal and securities professionals when necessary, putting forward investment reference opinions and reporting to the management of listed companies for approval.
(3) The internal audit department of listed companies shall supervise the business of purchasing financial products, review the approval, actual operation, capital use and profit and loss of financial services, urge the financial management center to handle accounts in time and verify the accounting treatment.
(4) Listed companies shall effectively prevent and control investment risks in accordance with the established entrusted financial management system, and do a good job in relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
(5) 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.
(6) The office of the board of directors of a listed company shall be responsible for timely performing the obligation of information disclosure in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
3、 Impact on Listed Companies
Listed companies adhere to the principles of standardized operation, risk prevention, prudent investment, value preservation and appreciation, and increase the investment varieties of financial products on the premise of ensuring the daily operation and capital safety of listed companies, which is conducive to improving the company’s investment income and capital use efficiency and obtaining better investment return.
4、 Approval procedures performed by listed companies
(i) Opinions of the board of directors
Verification opinions
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 to purchase financial products, and agreed that the listed company should use no more than 3 billion (including) idle self owned funds to purchase financial products of financial institutions, which is valid from the date of deliberation and adoption by the general meeting of shareholders to 12 months, The total amount at any time point shall not exceed RMB 3 billion, but the cumulative amount shall not exceed RMB 15 billion (inclusive). Within the above investment limit, the funds can be used on a rolling basis.
（2） Opinions of the board of supervisors
On December 31, 2021, the listed company held the 16th meeting of the 4th board of supervisors, deliberated and adopted the proposal on using idle self owned funds to purchase financial products, The board of supervisors of the listed company believes that: “Under the condition of ensuring the demand for normal operating funds, the company uses idle self owned funds to purchase financial products, which is conducive to improving the efficiency of fund use and will not have an adverse impact on the company’s operation. It is agreed that the company uses idle self owned funds of no more than 3 billion yuan for investment and financial management. It is agreed 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: “Under the condition of ensuring the normal operation of the company’s main business and the safety of funds, the appropriate use of idle self owned funds to purchase financial products is conducive to improving the use efficiency of funds and increasing income on the premise of controlling risks, will not have an adverse impact on the company’s business activities, is in line with the interests of the company, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, it is agreed that the company will use idle self owned funds of no more than 3 billion yuan for investment and financial management, and it is agreed 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 purchase of financial products with idle self owned funds 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; Under the condition of ensuring the normal operation of the main business and capital safety of the listed company, the purchase of financial products is conducive to further improve the capital use efficiency of the listed company and improve the investment income of the listed company, which is in line with the interests of the listed company.
In conclusion, the sponsor has no objection to Zhejiang Huace Film And Tv Co.Ltd(300133) using idle self owned funds to purchase financial products.
Verification opinions
(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 to purchase financial products)
Sponsor representative (signature):
Liu Baihua, Qiu Jie
Huatai United Securities Co., Ltd. (official seal) date:
