Central China Securities Co.Ltd(601375)
About Henan Kaiwang Electronic Technology Co., Ltd
Verification opinions on using some idle self owned funds for cash management
Central China Securities Co.Ltd(601375) (hereinafter referred to as " Central China Securities Co.Ltd(601375) " and "sponsor") as a sponsor of Henan Kaiwang Electronic Technology Co., Ltd. (hereinafter referred to as "Kaiwang technology" or "company") for initial public offering, listing on the gem and continuous supervision, in accordance with the measures for the Administration of securities issuance and listing sponsor business and the rules for the listing of shares on the gem of Shenzhen Stock Exchange In accordance with the requirements of the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem and the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 13 - recommendation business, the company has carefully verified the cash management of some idle self owned funds used by the company, and issued the following verification opinions.
1、 Cash management using self owned funds this time
(I) management purpose
In order to improve the use efficiency of the company's funds, under the condition of not affecting the normal operation of the company's business, make rational use of idle self owned funds for cash management, increase capital income and obtain more return on investment for the company and shareholders.
(II) amount and term
The company and its subsidiaries intend to use their own funds of no more than 100 million yuan (including this amount) for cash management, which can be recycled and rolled within the validity period of the above amount and resolution.
(III) investment varieties
Self owned funds are intended to invest in low-risk financial products with high security, good liquidity and short-term (no more than 12 months) issued by commercial banks and other financial institutions.
(IV) validity of the resolution
Within 12 months from the date of deliberation and approval by the general meeting of shareholders.
(V) implementation mode
The Chief Executive shall exercise the investment decision-making power within the limit and sign relevant contract documents, and the financial department of the company shall organize the implementation.
(VI) information disclosure
The company will do a good job in relevant information disclosure in accordance with the provisions of Shenzhen Stock Exchange and other regulatory agencies. (VII) investment risk
Although the financial products that the company intends to purchase with some of its own funds belong to low-risk investment varieties, the financial market is greatly affected by the macro-economy. The company will intervene appropriately according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations.
(VIII) risk control measures
1. Strictly select investment objects and select products issued by units with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability.
2. The company will analyze and track the net value change of products in real time. If the assessment finds that there are risk factors that may affect the company's capital safety, the company will take corresponding measures in time to control the investment risk.
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 Audit Department of the company is responsible for conducting a comprehensive inspection of the products, reasonably predicting the possible risks and benefits of various investments according to the principle of prudence, and regularly reporting to the audit committee of the board of directors.
2、 Impact on the daily operation of the company
Based on the principles of standardized operation, risk prevention, prudent investment, value preservation and appreciation, the company and its subsidiaries use idle self owned funds for cash management under the condition of ensuring that the normal operation of the company and the safety of funds will not be affected, and the daily operation of the company will not be affected. Through appropriate cash management, we can effectively improve the efficiency of capital use, obtain certain investment benefits, and seek more return on investment for the company and shareholders. 3、 Relevant approval procedures and special opinions
(I) deliberations of the board of directors
On April 11, 2022, the 14th meeting of the second board of directors of the company deliberated and approved the proposal on the company and its subsidiaries using some idle self owned funds for cash management, and agreed that the company and its subsidiaries use no more than RMB 100 million (including RMB 100 million) of self owned funds for cash management without affecting the normal operation of the company, so as to purchase with high safety, good liquidity, low risk Financial products with a single financial product term of no more than 12 months. Within the above limit and term, it can be used circularly. At the same time, Mr. Chen Haigang, chairman and general manager of the company, is authorized to sign relevant contract documents within the above limit, and the financial department of the company is responsible for organizing the implementation. The validity period of the use limit and authorization of self owned funds for financial management shall be valid within 12 months from the date when this proposal is deliberated and approved by the general meeting of shareholders of the company.
(II) opinions of the board of supervisors
On April 11, 2022, the 10th meeting of the second board of supervisors of the company deliberated and approved the proposal on the company and its subsidiaries using some idle self owned funds for cash management, and agreed that the company and its subsidiaries use no more than RMB 100 million (including this amount) of self owned funds for cash management, which is effective within one year from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and authorization period, the funds can be recycled and used on a rolling basis. The use of idle self owned funds for cash management this time can improve the use efficiency and income of the company's funds, facilitate the overall management of self owned funds, will not affect the normal business operation of the company, and will not damage the interests of the company and all shareholders, especially minority shareholders. The deliberation and decision-making procedures of this matter comply with the relevant requirements of Shenzhen Stock Exchange.
(III) opinions of independent directors
After deliberation, the independent directors believe that the rational use of self owned funds for cash management without affecting the normal operation of the company and its subsidiaries is conducive to improving the use efficiency of self owned funds and obtaining more return on investment for the company and its shareholders. The decision-making procedure of the company's cash management with its own funds this time complies with the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 - standardized operation of GEM listed companies, does not affect the daily business development of the company and its subsidiaries, is in line with the interests of the company and all shareholders, and does not harm the company and all shareholders, Especially the interests of minority shareholders.
4、 Verification opinions of the recommendation institution
Kaiwang technology's use of its own funds of no more than 100 million yuan (including this amount) for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued clear consent opinions, in line with relevant laws and regulations and performed the necessary legal procedures. The above matters of the company comply with the provisions of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on GEM, etc. The above matters can only be implemented after being deliberated and approved by the general meeting of shareholders of the company.
To sum up, the sponsor agrees that Kaiwang technology will use its own funds for cash management this time. At the same time, the company should pay attention to risk control, timely fulfill the obligation of information disclosure and protect the interests of all shareholders of the company.
(there is no text on this page, which is the Central China Securities Co.Ltd(601375) opinions on the verification of Henan Kaiwang Electronic Technology Co., Ltd. using some idle self owned funds for cash management) sponsor representative:
Wang Erpeng, Wu peizeng
Central China Securities Co.Ltd(601375) mm / DD / yyyy
