Citic Securities Company Limited(600030)
About Zhang Xiaoquan Inc(301055)
Verification opinions on entrusted financial management plan in 2022
Citic Securities Company Limited(600030) (hereinafter referred to as “sponsor”) is a sponsor of Zhang Xiaoquan Inc(301055) (hereinafter referred to as ” Zhang Xiaoquan Inc(301055) ” or “company”) for initial public offering and listing on GEM, According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – the standardized operation of GEM listed companies And other relevant laws, regulations and normative documents, checked the entrusted financial management plan of Zhang Xiaoquan Inc(301055) 2022, and issued the following verification opinions:
1、 Basic information of entrusted financial management
(I) investment purpose
In order to improve the use efficiency of the company’s funds, without affecting the normal operation of the company, the company and its holding subsidiaries plan to make rational use of idle self owned funds for entrusted financial management, increase the company’s capital income and obtain more investment returns for the company and shareholders.
(II) investment quota
The company and its holding subsidiaries intend to use its own idle funds of no more than RMB 100 million for entrusted financial management, which can be recycled and used within the validity period of the above quota and resolution.
(III) validity period of investment resolution
The validity period of this entrusted financial management is valid within one year from the date of deliberation and approval at the ninth meeting of the second board of directors of the company.
(IV) investment varieties
The safe use period of the idle funds of the financial management company and its subsidiaries to be purchased is less than 12 months. Entrusted financial products invested by the company and its holding subsidiaries are not
(V) source of funds
The funds entrusted for financial management this time are the own funds temporarily idle by the company and its holding subsidiaries.
(VI) description of association relationship
There is no relationship between the company and the entrusted party of entrusted financial management.
2、 Implementation mode of entrusted financial management
In order to facilitate the efficient development of later work, the board of directors authorizes the general manager or his authorized person to exercise the right of investment decision-making and sign relevant legal documents within the approved amount, including but not limited to selecting qualified issuers, clarifying the amount and duration of investment, selecting the varieties of investment products, signing contracts and agreements, etc., which shall be implemented by the Finance Department of the company, And timely report the implementation and progress of the matter to the board of directors. The authorization period is consistent with the validity period of the resolution.
3、 Investment risk analysis and risk control measures
(I) investment risk analysis
1. The products invested by the company and its holding subsidiaries in entrusted financial management have been strictly screened and evaluated and belong to low-risk investment varieties, but the yield is affected by the market and may fluctuate.
2. The company and its holding subsidiaries will timely and appropriately intervene in relevant products according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable.
3. Operation and monitoring risks of relevant staff.
(II) risk control measures
1. Relevant personnel of the Finance Department of the company will timely analyze and track the investment direction of financial products and project progress. If risk factors that may affect the safety of the company’s funds are found in the assessment, corresponding preservation measures will be taken in time to control investment risks.
2. The Audit Department of the company is responsible for the audit and supervision of the use and custody of investment and wealth management funds.
3. The independent directors and the board of supervisors have the right to supervise and inspect the use of investment and financial management funds. On the basis of verification by the Audit Department of the company, if the board of supervisors and independent directors of the company deem it necessary, they can hire professional institutions to conduct audit.
4. The Finance Department of the company is responsible for establishing accounts, managing the invested financial products, establishing and improving accounting accounts and doing a good job in accounting.
5. The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
4、 Impact on the company
1. The company and its holding subsidiaries adhere to the principle of “standardized operation, risk prevention, prudent investment, value preservation and appreciation”, and invest in low-risk financial products with idle funds on the premise of ensuring daily operation and capital safety, which will not affect the daily capital turnover of the company and its holding subsidiaries and the normal development of its main business.
2. Through appropriate short-term entrusted financial management, we can obtain more financial returns and seek more return on investment for shareholders, which is in line with the interests of all shareholders.
5、 Approval procedures to be performed
(I) deliberations of the board of directors
The ninth meeting of the second board of directors of the company deliberated and approved the proposal on the entrusted financial management plan in 2022, and agreed that the company and its holding subsidiaries use their own idle funds of no more than RMB 100 million for entrusted financial management, and invest in low-risk financial products with high safety and good liquidity, which can be recycled and used within the validity period of the above quota and resolution.
(II) opinions of independent directors
The independent directors of the company believe that: on the premise of complying with national laws and regulations, ensuring the safety of purchase funds and ensuring that it does not affect the normal production and operation of the company, the company uses its own funds temporarily idle for entrusted financial management, which is conducive to improving the use efficiency of its own funds, increasing the capital income of the company and in line with the interests of the company and shareholders. Therefore, we agree to the company’s plan of entrusted financial management in 2022.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company and its holding subsidiaries intend to use their own idle funds of no more than RMB 100 million for entrusted financial management, which can be recycled and used within the validity period of the above quota and resolution. The matter has been deliberated and approved at the 9th meeting of the second board of directors of the company, and the independent directors have expressed independent opinions and fulfilled the necessary deliberation procedures, which is in line with the requirements of laws, regulations, normative documents such as the guidelines for self discipline supervision of listed companies on Shenzhen Stock exchange No. 2 – standardized operation of companies listed on GEM and the articles of association, There is no situation that damages the interests of shareholders of the company.
In conclusion, the recommendation institution has no objection to the entrusted financial management of the company and its holding subsidiaries with its own idle funds.
(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) verification opinions on Zhang Xiaoquan Inc(301055) 2022 entrusted financial management plan)
Sponsor representative:
Li Liang
Tang Liang
Citic Securities Company Limited(600030) mm / DD / yyyy
