About Zhejiang Meorient Commerce & Exhibition Inc(300795)
Verification opinions on cash management using idle raised funds and idle self owned funds
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “sponsor”) as the sponsor of initial public offering and listing of Zhejiang Meorient Commerce & Exhibition Inc(300795) (hereinafter referred to as “miaorant” and “company”) in 2019, in accordance with the administrative measures for securities issuance and listing sponsor business and the Listing Rules of GEM stocks of Shenzhen Stock Exchange According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant provisions, the verification opinions on the use of idle self owned funds for cash management of miolant are as follows:
1、 Basic information of raised funds
With the approval of the reply on the approval of Zhejiang Meorient Commerce & Exhibition Inc(300795) initial public offering of shares (zjxk [2019] No. 1740) issued by China Securities Regulatory Commission, the company issued 25041000 ordinary shares (A shares) in the initial public offering of RMB, with a par value of 1 yuan per share, an issue price of 14.27 yuan per share, a total raised capital of 35733507000 yuan, after deducting the issuance expenses of 5502530000 yuan, The net amount of raised funds is 30230977000 yuan. All the above funds were in place on October 16, 2019, which has been verified by Tianjian Certified Public Accountants (special general partnership) and issued the capital verification report (tjy [2019] No. 341).
As of December 31, 2021, the balance of funds raised by the company was 143210400 yuan, which had not been used.
2、 Specific plan for the company to use some idle raised funds and self owned funds for cash management
In order to improve the use efficiency of funds and make rational use of some idle funds, under the condition of ensuring that it will not affect the normal operation of the company, the construction of investment projects with raised funds and the use of raised funds, in accordance with the provisions of relevant laws and regulations such as the listing rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, Combined with the actual operation of the company, the company plans to use some idle self owned funds of no more than 200 million yuan and idle raised funds of no more than 120 million yuan for cash management. Within the above limit, the funds can be used on a rolling basis. The details are as follows:
1. Variety of financial products
The company will strictly control risks in accordance with relevant regulations, strictly evaluate investment products, select investment products with good liquidity, high security and low risk, and will not invest in other securities, and will not buy products with stocks, derivatives and unsecured bonds as investment targets.
2. Validity of resolution
Effective from the date of deliberation and approval by the general meeting of shareholders of the company, the investment period of a single investment product shall not exceed 12 months, and it can be recycled and used within the authorized amount.
3. Investment quota
The maximum amount of idle self owned funds and idle raised funds shall not exceed RMB 200 million and RMB 120 million respectively. Within the above limit, the funds can be used on a rolling basis.
4. Implementation mode
Financial products must be purchased in the name of the company. The board of directors authorizes the chairman to exercise the investment decision-making power and sign relevant contracts and documents. The financial person in charge is responsible for the specific purchase.
5. Information disclosure
The company will timely disclose the specific situation of purchasing financial products in accordance with the relevant requirements such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange.
2、 Investment risk analysis and risk control measures
(I) investment risk
1. Although the principal guaranteed financial products have been strictly evaluated, the financial market is greatly affected by the macro-economy. It is not excluded that the investment is affected by market fluctuations. It is mainly faced with investment risks such as income fluctuation risk and liquidity risk, and the actual income of financial products is unpredictable.
2. Operation and monitoring risks of relevant staff.
(II) for investment risks, the company plans to take the following measures:
1. The company will strictly abide by the principle of prudent investment and choose principal guaranteed investment varieties. Relevant personnel of the Finance Department of the company will analyze and track the progress in time. If risk factors that may affect the safety of the company’s funds are found in the assessment, corresponding measures will be taken in time to control the investment risk;
2. The company will select the appropriate types and duration of financial products according to the company’s business arrangement and capital investment plan to ensure that the normal construction of investment projects with raised funds will not be affected;
3. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary;
4. The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
3、 Impact on the operation of the company
1. The company adheres to the principles of standardized operation, risk prevention, prudent investment, value preservation and appreciation, and uses idle self owned funds to invest in financial products with high safety, good liquidity and guaranteed principal. It is implemented on the premise of ensuring the daily operation and capital safety of the company, which will not affect the normal turnover needs of the company’s daily capital and the normal development of the company’s main business;
2. Through appropriate investment in principal guaranteed financial products with high security and good liquidity, we can improve the use efficiency of funds, obtain good investment return, further improve the overall performance level of the company and fully protect the interests of shareholders.
4、 Relevant review and approval procedures
1. Deliberations of the board of directors and the board of supervisors
On March 21, 2022, the company held the 22nd Meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors, deliberated and approved the proposal on using idle raised funds for cash management and the proposal on using idle self owned funds for cash management, and agreed to use idle raised funds of no more than 120 million yuan and idle self owned funds of no more than 200 million yuan for cash management, which has high purchase safety Financial products with good liquidity and guaranteed principal.
2. Opinions of independent directors
The independent directors carefully considered the proposal on using idle raised funds for cash management and the proposal on using idle self owned funds for cash management, and believed that the decision-making procedure of using idle self owned funds and idle raised funds to purchase bank financial products met the relevant provisions of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, On the premise of ensuring that the company’s daily operation and capital safety are not affected, the company uses no more than 120 million yuan of idle raised funds for cash management, no more than 200 million yuan of idle own funds, and purchases financial products with high security, good liquidity and guaranteed principal, which is conducive to improving the use efficiency of idle funds. The company’s use of temporarily idle funds for cash management does not affect the normal development of the company’s main business, the normal use of raised funds, the normal development of investment projects with raised funds, the use of raised funds in disguised form, and the interests of the company and all shareholders, especially minority shareholders.
3. The matters concerning the use of idle funds for cash management need to be submitted to the general meeting of shareholders for deliberation and approval before implementation.
6、 Verification opinions of the recommendation institution
Upon verification, Sinolink Securities Co.Ltd(600109) believes that:
The company plans to use idle self owned funds of no more than 200 million yuan and idle raised funds of no more than 120 million yuan for cash management. The necessary deliberation procedures of the board of directors and the board of supervisors have been fulfilled. The consent opinions of the independent directors will not affect the normal production and operation activities of the company, and comply with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the company on the use of raised funds of listed companies.
In conclusion, the sponsor agrees to the company’s use of idle self owned funds and idle raised funds for cash management, which will be implemented after being deliberated and approved by the company’s general meeting of shareholders.
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Sponsor representative:
Jiang LAN Jinwei
Sinolink Securities Co.Ltd(600109) mm / DD / yyyy
