Huaying Securities Co., Ltd
About Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
Verification opinions on using self owned idle funds to invest in financial products
Huaying Securities Co., Ltd. (hereinafter referred to as “Huaying securities” and “sponsor”) as the sponsor of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (hereinafter referred to as ” Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) ” or “company”) for non-public offering of A-Shares in 2020, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the matters of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (including subsidiaries included in the scope of consolidated statements) using their own idle funds to invest in financial products have been carefully verified. The specific conditions and opinions of the verification are as follows:
1、 Basic information of entrusted financial management
1. Investment purpose
In order to improve the use efficiency of self owned funds and make rational use of idle funds, some self owned idle funds are used to purchase low-risk short-term financial products and increase the company’s income without affecting the normal operation of the company (including subsidiaries included in the consolidated statements). This item will not affect the development of the company’s main business, and the fund use arrangement is reasonable.
2. Investment quota
The company (including subsidiaries included in the consolidated statements) plans to use its own idle funds with a quota of no more than RMB 1.5 billion to purchase low-risk short-term financial products. Within the above limit, the funds can be used on a rolling basis; The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the entrusted financial management limit.
3. Investment mode
The company (including subsidiaries included in the scope of consolidated statements) uses its own idle funds to invest in financial products of low-risk short-term financial institutions (including but not limited to banks, trusts, securities companies, etc.). In order to effectively control risks, within the above limit, the funds will only purchase low-risk short-term financial products, and shall not involve securities investment and derivatives transactions specified in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions.
4. Investment period
Effective within one year from the date of deliberation and approval at the 26th meeting of the 5th board of directors of the company.
5. Source of funds
Under the condition of ensuring the funds required for normal operation and development, the funds proposed by the company (including the subsidiaries included in the consolidated statements) for the above investment come from the idle self owned funds of the company (including the subsidiaries included in the consolidated statements). The source of funds is legal and compliant, and the raised funds and bank credit funds are not used for direct or indirect investment.
6. The trustee of financial products to be purchased by the company shall be a financial institution (including but not limited to banks, trusts, securities companies, etc.) and has no affiliated relationship with the company.
2、 Investment risk analysis and risk control measures
(I) investment risk
1. The company (including subsidiaries included in the scope of consolidated statements) purchases financial products of low-risk short-term financial institutions (including but not limited to banks, trusts, securities companies, etc.), which does not involve securities investment and derivatives transactions specified in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, and the risk is controllable; However, the financial market is greatly affected by the macro-economy, and it is not ruled out that the investment is affected by market fluctuations;
2. Risk of fund deposit and use;
3. Operation and moral hazard of relevant personnel.
(II) risk control measures
1. The company has formulated relevant management systems in accordance with the Listing Rules of Shenzhen Stock Exchange and other relevant system requirements, and stipulated the staffing of entrusted financial management, account and fund management system, decision-making procedures, reporting system, internal control and risk monitoring and management measures;
2. The financial department of the company will timely analyze and track the investment direction and project progress of financial institutions’ financial products. If the assessment finds that there are risk factors that may affect the safety of the company’s funds, corresponding measures will be taken in time to control the investment risk;
2. The internal audit department of the company is responsible for auditing and supervising the use and custody of low-risk investment and wealth management funds, comprehensively inspecting the investment projects of wealth management products of financial institutions at the end of each quarter, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the Audit Committee;
3. Independent directors shall inspect the use of low-risk investment and financial management funds. On the basis of the audit and supervision of the company’s internal audit department, the independent directors mainly focus on the verification of the audit committee of the board of directors;
4. The board of supervisors shall supervise and inspect the use of financial management funds;
5. The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
3、 Impact of entrusted financial management on the company
(I) impact of entrusted financial management on the company
The company’s financial management funds are limited to the company’s own idle funds (including subsidiaries included in the scope of consolidated statements). In the specific investment decision-making, the premise will be to ensure the company’s daily operation and production, R & D and construction needs, and the flexibility of product redemption will be considered according to the cash flow. Therefore, investing in financial institutions’ financial products will not affect the company’s daily production and operation, and will help to improve the cash income of idle funds and reduce financial costs.
(II) accounting policies and accounting principles
The company (including subsidiaries included in the scope of consolidated statements) will conduct corresponding accounting for entrusted financial management in accordance with the accounting standards for business enterprises and other relevant provisions of the Ministry of finance.
4、 Review procedures and special opinions
The 26th meeting of the 5th board of directors and the 20th meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on using its own idle funds to invest in financial products, and agreed that under the condition of meeting the capital needs of normal operation, R & D, production and construction, according to the status of its own idle funds and investment and operation plan, Appropriately invest in financial products of low-risk and short-term financial institutions (including but not limited to banks, trusts, securities companies, etc.).
The independent director of the company expressed his independent opinion: “the company has a sound operation, stable finance, sound and effective internal control measures. On the premise of not affecting the daily operation, R & D, production and construction needs of the company and ensuring the safety of funds, the company will invest its own idle funds in short-term and low-risk financial institutions (including but not limited to banks, trusts, securities companies, etc.) Financial products can improve the use efficiency of self owned funds and obtain certain investment income, which is in line with the overall interests of the company and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. Necessary procedures have been implemented for this decision, and relevant approval and decision-making procedures are legal and compliant. We agree that the company can use its own idle funds of less than 1.5 billion yuan to purchase financial products of low-risk and short-term financial institutions. The above amount can be jointly used by the company and its subsidiaries included in the company’s consolidated statements. “
The amount of this foreign investment is within the decision-making authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation and approval. This investment does not constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
5、 Verification opinions of the recommendation institution
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) using its own idle funds to invest in financial products has been deliberated and approved by the board of directors and the board of supervisors, and the board of supervisors and independent directors have expressed explicit consent, which is in line with relevant laws and regulations and the articles of Association; The amount of this foreign investment is within the decision-making authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation and approval, which is in line with the provisions of relevant laws and regulations and the articles of association.
Without affecting the daily operation, R & D, production and construction needs and ensuring the safety of funds, the company invests its short-term idle funds in short-term and low-risk financial institutions (including but not limited to banks, trusts, securities companies, etc.) financial products, which can improve the use efficiency of its own funds and obtain certain investment income, which is in line with the overall interests of the company and does not harm the company and all shareholders, Especially the interests of minority shareholders.
Therefore, Huaying securities has no objection to the company’s use of its own idle funds to invest in financial products.
(there is no text on this page, which is the signature page of the verification opinions of Huaying Securities Co., Ltd. on Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) using its own idle funds to invest in financial products)
Sponsor representative:
Wu Yi, Shi Zonghan
Huaying Securities Co., Ltd
