Anxin Securities Co., Ltd
About Guangzhou Tinci Materials Technology Co.Ltd(002709)
Verification opinions on purchasing financial products with some self owned funds
Anxin Securities Co., Ltd. (hereinafter referred to as "Anxin securities" and "sponsor") as the sponsor of Guangzhou Tinci Materials Technology Co.Ltd(002709) (hereinafter referred to as " Guangzhou Tinci Materials Technology Co.Ltd(002709) " and "the company") for non-public offering of shares in 2020, In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant provisions, Guangzhou Tinci Materials Technology Co.Ltd(002709) using part of its own funds to purchase financial products has been carefully verified. The details are as follows:
1、 Basic information of using self owned funds to purchase financial products this time
In order to improve the use efficiency of the company's idle self owned funds and make rational use of the idle self owned funds, the company and its subsidiaries intend to use some idle self owned funds to purchase financial products with high security and good liquidity in a timely manner without affecting the company's project construction and normal operation.
1. Investment quota
The self owned funds shall not exceed 800 million yuan (including 800 million yuan). Within the limit, the funds can be used on a rolling basis.
2. Investment period
It shall be valid within one year from the date of deliberation and approval by the general meeting of shareholders.
3. Investment varieties
In order to control risks, the investment varieties are low-risk, short-term (no more than one year) financial products, which do not involve the venture capital varieties involved in the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board.
4. Information disclosure
The company will perform the obligation of information disclosure on the purchase of financial products by the company and its subsidiaries in accordance with the relevant provisions of Shenzhen Stock Exchange.
2、 Impact on the company
Under the condition of ensuring that the project construction and normal operation of the company are not affected, the investment of financial products with high safety and good liquidity with idle self owned funds will not affect the normal capital turnover of the company and the normal development of the company's main business. Appropriate low-risk financial investment can improve the use efficiency of the company's idle funds, obtain certain investment income, and seek more investment returns for the company and shareholders.
3、 Investment risk and risk control measures
1. Investment risk
Although this financial product belongs to the category of low-risk investment, the financial market is greatly affected by the macro economy. The company will make investment and adjustment in a timely and appropriate manner according to the economic situation and the actual needs of the company, but it does not rule out that the investment is affected by market fluctuations.
2. Risk control measures
(1) The board of directors authorizes the legal representatives of the company and its subsidiaries to exercise the investment decision-making power and sign relevant contracts, and the chief financial officer of the company is responsible for organizing the implementation. The Finance Department of the company will timely analyze and track the investment direction and progress of financial products. Once it is found that there are risk factors that may affect the safety of the company's funds, it will timely take preservation measures to control investment risks.
(2) The internal audit department of the company is responsible for auditing and supervising the use and custody of the company's funds for purchasing financial products, 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.
(3) The independent directors and the board of supervisors have the right to inspect the company's investment in financial products regularly or irregularly, and can hire professional institutions to audit when necessary. Independent directors should express relevant independent opinions in their periodic reports.
(4) The company will disclose the financial management and relevant profits and losses during the reporting period in the regular report in accordance with the relevant provisions of Shenzhen Stock Exchange.
4、 Review and relevant approval procedures
1. Deliberation of the board of directors
On March 18, 2022, the company held the 27th meeting of the 5th board of directors, deliberated and approved the proposal on using part of its own funds to purchase financial products, and agreed that the company and its subsidiaries included in the scope of the company's consolidated statements use their own funds of no more than 800 million yuan (including 800 million yuan) to purchase financial products with high safety and good liquidity.
2. Opinions of the board of supervisors
The 20th meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on using part of its own funds to purchase financial products. The members of the board of supervisors of the company unanimously agreed that the company and its subsidiaries use idle own funds of no more than 800 million yuan (including 800 million yuan) to moderately purchase financial products with high safety and good liquidity, which is conducive to improving the use efficiency and income of the company's funds, There is no situation that damages the interests of the company and minority shareholders, and it meets the requirements of relevant laws and regulations.
3. Opinions of independent directors
After verification, the decision-making procedures for the company and its subsidiaries to use some idle self owned funds to purchase financial products comply with the relevant provisions of the company's articles of association, investment decision-making management system and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board. Under the condition of ensuring that the project construction and normal operation of the company are not affected, the company and its subsidiaries use idle self owned funds of no more than 800 million yuan (including 800 million yuan) to moderately purchase financial products with high safety and good liquidity, which is conducive to improving the use efficiency of funds and obtaining a certain investment efficiency, which is in line with the interests of the company and all shareholders.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's use of some of its own funds to purchase financial products has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their consent opinions, which need to be submitted to the general meeting of shareholders for deliberation, and the necessary approval and decision-making procedures have been performed. This matter complies with the provisions of the articles of association, investment decision-making management system, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant laws and regulations.
The recommendation institution has no objection to the company's use of some of its own funds to purchase financial products.
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(there is no text on this page, which is the signature page of the verification opinions of Anxin Securities Co., Ltd. on Guangzhou Tinci Materials Technology Co.Ltd(002709) using part of its own funds to purchase financial products) sponsor representative:
Gao Hongyu, Hu Jianfei
Anxin Securities Co., Ltd
