Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd
Verification opinions on using some idle self owned funds to purchase financial products
Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd. (hereinafter referred to as “Oriental Investment Bank” or “sponsor”) as a sponsor of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. (hereinafter referred to as ” Pharmaron Beijing Co.Ltd(300759) ” or “company”) for initial public offering of shares and listing on GEM, in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – sponsor business In accordance with the requirements of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange on the gem and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, Pharmaron Beijing Co.Ltd(300759) uses some idle self owned funds to purchase financial products. The details are as follows:
1、 Basic information of using some idle self owned funds to purchase financial products
1. Investment purpose: in order to improve the fund use efficiency of the company and its subsidiaries and make rational use of idle self owned funds, without affecting the normal operation of the company and its subsidiaries, use some idle self owned funds to buy medium and low-risk financial products with high safety and good liquidity, so as to increase the income of the company and its subsidiaries and seek better investment return for the company, its subsidiaries and shareholders.
2. Investment quota: it is proposed to use idle self owned funds of no more than RMB 4 billion to purchase high security and low-risk financial products in time. The above investment quota can be recycled within the investment period.
3. Investment method: the company and its subsidiaries will strictly evaluate and screen financial products, and select medium and low-risk financial products with high security and good liquidity.
4. Investment period: this item is valid from the date when it is deliberated and approved by the 18th meeting of the second board of directors to the date when the annual general meeting of shareholders in 2022 is held. The investment amount deliberated at the 9th meeting of the second board of directors is invalid from the date when this proposal is deliberated and approved by the 18th meeting of the second board of directors.
5. Source of funds: the funds used to purchase financial products this time are the idle self owned funds of the company, and do not involve the use of A-share raised funds or bank credit funds.
6. Implementation method: authorize the chairman of the company and his authorized representative to sign relevant contracts and handle relevant matters within the scope of the granted amount, which shall be organized, implemented and managed by the Finance Department of the company and its subsidiaries.
2、 Investment risk analysis and risk control measures
(I) main risks faced by purchasing low-risk financial products
1. Investment risk: Although the risk of medium and low-risk financial products is low, the financial market is greatly affected by the macro economy. It is not ruled out that the investment is affected by market fluctuations.
2. The company and its subsidiaries will timely and appropriately intervene according to the economic situation and changes in the financial market, so the actual income of investment is unpredictable.
3. Operational risk and moral hazard of relevant staff.
(II) risk control measures taken
1. The company and its subsidiaries will strictly abide by the principle of prudent investment, select low-risk financial investment products issued by financial institutions with good reputation, strict risk control measures and ability to ensure capital safety, and strive to improve income within a safe and controllable range.
2. The finance department, internal control and audit department and legal department of the company and its subsidiaries shall supervise the purchase of financial products in advance, during and after the event according to their responsibilities, and establish good risk control measures.
3. The independent directors and the board of supervisors of the company shall supervise and inspect the purchase of financial products, and may hire professional institutions to audit when necessary.
4. The company will do a good job in relevant information disclosure and approval in accordance with the relevant regulations of Shenzhen Stock Exchange and Hong Kong stock exchange.
3、 Impact of investment on the company
The company’s use of some idle self owned funds to purchase low-risk financial products is implemented on the premise of ensuring normal production and operation and ensuring capital safety. It will not affect the company’s daily capital turnover needs and the normal development of the company’s main business. It is conducive to improving the efficiency of capital use, obtaining certain investment income and obtaining more investment returns for the company and shareholders.
The company will deal with it in strict accordance with the requirements of the “new standards for financial instruments”, which may affect the statement items such as “trading financial assets” and “other current assets” in the balance sheet, and the statement items such as “financial expenses”, “income from changes in fair value” and “investment income” in the income statement.
4、 Relevant review and approval procedures
(I) deliberations of the board of directors
The 18th meeting of the second board of directors held by the company deliberated and adopted the proposal on using some idle self owned funds to purchase financial products.
(II) deliberation of the board of supervisors
The 14th meeting of the second board of supervisors held by the company deliberated and adopted the above proposal.
(III) opinions of independent directors
The independent directors of the company expressed clear agreement on this:
Without affecting the normal operation of the company and ensuring the safety of funds, the company and its subsidiaries use some idle self owned funds and choose the opportunity to invest in medium and low-risk financial products with high safety and good liquidity, which is conducive to improving the efficiency of capital use, increasing the company’s capital income, in line with the interests of the company, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders.
We agree that the company and its subsidiaries use idle self owned funds with a limit of no more than RMB 4 billion for entrusted financial management, which is valid from the date of deliberation and approval at the 18th meeting of the second board of directors to the date of the annual general meeting of shareholders in 2022. Within the above limit, the funds can be recycled and rolled. We agree to the matter. 5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of some idle self owned funds to purchase financial products has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed independent opinions. The above deliberation procedures are legal and compliant. Without affecting the normal operation of the company and ensuring the safety of funds, the company’s use of some idle self owned funds to purchase financial products complies with the requirements of laws and regulations such as self regulatory guidelines for listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, conforms to the interests of the company, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
In conclusion, the recommendation institution has no objection to the above matters of using idle self owned funds to purchase financial products.
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(there is no text on this page, which is the signature and seal page of the verification opinions of Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. on Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. using some idle self owned funds to purchase financial products) recommendation representative:
Cui Hongjun
Zheng Rui
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. March 25, 2022
