Minsheng Securities Co., Ltd
About Shanghai Dobe cultural and creative industry development (Group) Co., Ltd
Verification opinions on using idle self owned funds for cash management
Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities" or "sponsor") as a sponsor of Shanghai Dobe cultural and creative industry development (Group) Co., Ltd. (hereinafter referred to as " Shanghai Dobe Cultural & Creative Industry Development (Group) Co.Ltd(300947) " or "company") for initial public offering of shares and listing on GEM, in accordance with the administrative measures for securities issuance and listing sponsor 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 GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, The idle cash management of the company is checked as follows:
1、 Basic information of cash management using idle self owned funds this time
(I) investment purpose
On the premise of not affecting the normal operation and controllable risk of the company and its subsidiaries, the rational use of idle self owned funds for cash management is conducive to improving the efficiency of capital use, increasing capital income and obtaining more returns for the company and shareholders.
(II) investment quota and term
The company plans to use its idle self owned funds of 850 million yuan (including 850 million yuan) for cash management. The above amount of funds can be recycled and used within 12 months from the date of deliberation and approval by the general meeting of shareholders.
(III) investment varieties
The company will strictly control risks in accordance with relevant regulations, strictly evaluate investment products, and plan to buy financial products with high security and low risk issued by banks, securities companies, trust companies, fund management companies and other financial institutions.
(IV) implementation mode
The proposal can be implemented only after it is passed. After the approval of the general meeting of shareholders of the company, the chairman of the company is authorized to sign relevant contract documents within the above limit, and the specific matters shall be organized and implemented by the financial center of the company.
(V) source of funds
The cash management fund of the company this time comes from the company's temporarily idle own funds, and there is no case of using bank credit funds for this matter
(VI) information disclosure
The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange and other regulatory agencies.
2、 And investment risk control measures
(I) 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. Operational risks of relevant personnel.
(II) risk control measures
1. The company will strictly abide by the principle of prudent investment, strictly screen the issuers, and select issuers with good reputation, large scale and strong capital security ability.
2. The financial center of the company will timely analyze and track the investment direction of financial products. During the financial management of the above financial products, the company will maintain close contact with relevant financial institutions, timely track the operation of financial funds, strengthen risk control and supervision, and strictly control the safety of funds.
3. The internal audit department of the company shall conduct daily supervision on the use and custody of financial funds, and regularly audit and verify the use of financial funds.
4. The board of supervisors and independent directors of the company have the right to supervise and verify the use of idle funds, and can hire professional institutions to audit when necessary.
5. The company will timely disclose relevant information in accordance with the relevant provisions of Shenzhen Stock Exchange. 3、 Impact on the daily operation of the company
The company's use of some idle self owned funds for cash management is to improve the company's fund use efficiency, obtain certain investment income, maximize the interests of the company and shareholders, and will not affect the normal development of the company's main business on the premise of not affecting normal operation and controllable risk.
The company will conduct corresponding accounting treatment for the cash management business of raised funds in accordance with the relevant provisions of the accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments and the accounting standards for Business Enterprises No. 37 - presentation of financial instruments, which will be reflected in the relevant items of the balance sheet and income statement.
5、 The review procedure of cash management using idle self owned funds this time
(I) deliberations of the board of directors
The 10th meeting of the second board of directors of the company deliberated and approved the proposal on using idle self owned funds for cash management, and agreed that the company would use idle self owned funds with a total amount of no more than 850 million yuan (including 850 million yuan) for cash management without affecting normal operation and risk control, The service life is within 12 months from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022. Within the above limit and time limit, the funds can be recycled and used on a rolling basis. Meanwhile, the chairman of the company is authorized to sign relevant contract documents within the above limit, and the specific matters shall be organized and implemented by the financial center of the company.
(II) deliberation of the board of supervisors
The ninth meeting of the second board of supervisors of the company deliberated and approved the proposal on cash management with idle self owned funds. The board of supervisors believed that the company's use of temporarily idle self owned funds to invest in financial products with high safety and low risk is conducive to improving the use efficiency of self owned funds, increasing the company's capital income and will not have an adverse impact on the company's business activities.
The board of supervisors agreed to the company's use of idle self owned funds for cash management, and agreed to submit this proposal to the general meeting of shareholders for deliberation.
(III) opinions of independent directors
After deliberation, the independent directors of the company believe that: on the premise of not affecting the normal operation and controllable risk, the company's cash management of temporarily idle self owned funds is conducive to improving the use efficiency of self owned funds and increasing the company's capital income, which will not have an adverse impact on the company's business activities and will not damage the interests of the company and all shareholders, The decision-making procedures performed shall comply with the provisions of relevant laws and regulations.
The independent directors unanimously agreed on matters related to the company's use of idle self owned funds for cash management this time, and agreed to submit this proposal to the general meeting of shareholders of the company for deliberation.
6、 Verification opinions of the recommendation institution on the use plan of idle self owned funds
Shanghai Dobe Cultural & Creative Industry Development (Group) Co.Ltd(300947) the matter of using idle self owned funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their explicit consent. The matter needs to be submitted to the general meeting of shareholders of the company for deliberation. On the premise of not affecting normal operation and controllable risk, the company uses idle self owned funds with a total amount of no more than 850 million yuan (including 850 million yuan) for cash management. The decision-making procedures performed by the company comply with the measures for the administration of securities issuance and listing recommendation business, the Shenzhen stock exchange gem stock listing rules Relevant provisions such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and guidelines for recommendation of listed companies of Shenzhen Stock Exchange.
The sponsor has no objection to Shanghai Dobe Cultural & Creative Industry Development (Group) Co.Ltd(300947) this use of idle self owned funds for cash management. (there is no text on this page, which is the signature and seal page of Minsheng Securities Co., Ltd. on the verification opinions of Shanghai Dobe cultural and creative industry development (Group) Co., Ltd. on cash management with idle self owned funds) sponsor representative (signature):
Xie Guomin, Wang Lu
Minsheng Securities Co., Ltd
