Sinolink Securities Co.Ltd(600109)
About Sichuan Tianwei Electronic Co.Ltd(688511)
Verification opinions on using some idle self owned funds for cash management
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “sponsor”) as a sponsor of Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as ” Sichuan Tianwei Electronic Co.Ltd(688511) ” or “company”) for initial public offering and listing on the science and innovation board and continuous supervision, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), the matters of Sichuan Tianwei Electronic Co.Ltd(688511) using some idle self owned funds for cash management have been verified. The details are as follows:
1、 Basic information of cash management using idle self owned funds this time
(I) purpose of cash management
In order to improve the use efficiency of funds and make rational use of idle funds, on the premise of not affecting the development of the company’s daily business and ensuring the safety of funds, make rational use of some temporarily idle self owned funds for cash management, increase capital income and obtain more return on investment for the company and shareholders.
(II) source of funds
The source of funds is the company’s own funds temporarily idle, which does not affect the company’s normal capital demand.
(III) amount and term
The company and its wholly-owned subsidiaries use idle self owned funds of no more than RMB 300 million for cash management. Within this limit, the funds can be recycled and used. This cash management matter is effective within 12 months from the date of deliberation and approval by the board of directors.
(IV) investment varieties
In order to control risks, the investment varieties are products issued by banks, securities companies and other financial institutions with high security, good liquidity, medium and low risk and stable financial institutions.
(V) implementation mode
The above matters shall be submitted to the general meeting of shareholders to authorize the chairman to sign relevant contract documents within the limit, and the specific matters shall be organized and implemented by the chief financial officer of the company.
(VI) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with the requirements of relevant laws and regulations, such as the company law, the securities law, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and so on.
2、 Risks and control measures of cash management
Cash management products are mainly affected by changes in macro policies such as monetary policy, fiscal policy and relevant laws and regulations, and there are certain systemic risks. The company will take the following measures to control risks:
(I) the company will strictly abide by the principle of prudent investment and choose low-risk financial products for investment. After the review and approval of the board of directors, the chairman of the company is authorized to organize the signing of relevant contract documents within the above investment limit, which shall be specifically organized and implemented by the chief financial officer of the company. The financial department of the company will pay real-time attention to and analyze the investment direction and progress of financial products. Once it is found or judged that there are factors affecting the income of financial products, it shall report to the chairman of the company in time, and take corresponding preservation measures to control investment risks to the greatest extent Ensure the safety of funds.
(II) the relevant staff of the company and the relevant staff of financial institutions shall keep the financial management business confidential and shall not disclose the company’s financial management plan, transaction, settlement, capital status and other information related to the company’s financial management business without permission before information disclosure.
(III) the internal audit department of the company is responsible for auditing and supervising the use and custody of funds of low-risk financial products, conducting regular comprehensive inspection on all financial products, and reasonably predicting the possible gains and losses of various investments according to the principle of prudence.
(IV) the board of directors shall supervise the use of investment and financial management funds. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary. (V) the company will disclose in detail the investment of financial products and the corresponding profits and losses during the reporting period in the regular report in accordance with the provisions of the regulatory authorities.
3、 Impact on the company’s operation
On the premise of ensuring the company’s daily operation and capital safety, the use of some idle self owned funds for cash management will not affect the company’s daily capital turnover needs and the normal development of the company’s main business, which is conducive to improving the company’s capital use efficiency and income and further improving the company’s overall performance level.
4、 Relevant decision-making procedures to be performed
(I) deliberations of the board of directors
On March 25, 2022, the 12th meeting of the first board of directors of the company deliberated and approved the proposal on using some idle self owned funds for cash management, which agreed that the company and its wholly-owned subsidiaries could use idle self owned funds of no more than RMB 300 million for cash management without affecting the development of the company’s daily business and ensuring the safety of funds, and the funds could be recycled and rolled within this limit, The products purchased must be those issued by banks, securities companies and other financial institutions with high security, good liquidity, medium and low risk and stable financial institutions. The company plans to authorize the chairman to sign relevant contract documents within the above limit, and the specific matters shall be organized and implemented by the chief financial officer of the company. This cash management matter shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) deliberation of the board of supervisors
The 10th meeting of the first session of the board of supervisors of the company deliberated and approved the proposal on using some idle self owned funds for cash management. The board of supervisors held that the company’s continued cash management with some self owned funds this time is conducive to improving the efficiency of fund use, will not have an adverse impact on business activities, is in line with the interests of the company and all shareholders, and will not harm the company and all shareholders, Especially the interests of minority shareholders. Therefore, it is agreed that the company and its wholly-owned subsidiaries use idle self owned funds with a balance of no more than RMB 300 million for cash management to increase the company’s income.
(III) opinions of independent directors
The independent directors of the company believe that the company uses some idle self owned funds for cash management on the premise of not affecting the development of the company’s daily business and ensuring the safety of funds, which is conducive to improving the use efficiency of funds and increasing the company’s investment income. The company has established a relatively perfect internal control system, which can effectively control investment risks and ensure capital safety, The company’s use of some idle self owned funds for cash management complies with the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), and the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and there is no damage to the interests of all shareholders, especially small and medium-sized shareholders. Therefore, we agree to the proposal on using some idle self owned funds for cash management.
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the company and its wholly-owned subsidiaries’ use of some 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, the independent directors have issued clear consent opinions and fulfilled the necessary approval procedures, Comply with the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), and the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock exchange No. 1 – standardized operation.
In conclusion, the recommendation institution has no objection to the cash management of the company’s use of some idle self owned funds this time. (no text below)
(there is no text on this page, which is the signature and seal page of Sinolink Securities Co.Ltd(600109) opinions on Sichuan Tianwei Electronic Co.Ltd(688511) using some idle self owned funds for cash management). Sponsor representative:
Hu Hongbo, Tang Hong
Sinolink Securities Co.Ltd(600109) mm / DD / yyyy
