China Securities Co.Ltd(601066)
About Zhejiang Yinlun Machinery Co.Ltd(002126)
Verification opinions on using idle self owned funds for investment and financial management
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “recommendation institution”) as a recommendation institution for Zhejiang Yinlun Machinery Co.Ltd(002126) (hereinafter referred to as ” Zhejiang Yinlun Machinery Co.Ltd(002126) ” or “company”) to publicly issue convertible corporate bonds, In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the relevant matters of Zhejiang Yinlun Machinery Co.Ltd(002126) using idle self owned funds for investment and financial management have been carefully verified, The details are as follows:
1、 Investment overview
1. Investment purpose
Based on the principle of maximizing the interests of shareholders, on the premise that the investment risk is controllable and does not affect the normal production and operation of the company, improve the efficiency of capital use and increase the investment income.
2. Investment quota
The investment limit shall not exceed RMB 1.2 billion. Within the limit and validity period, the funds can be recycled, and the transaction amount at any point in the investment period shall not exceed the above investment limit.
3. Investment varieties
The company will strictly control risks in accordance with relevant regulations, strictly evaluate and screen financial products, and purchase financial products with high safety, good liquidity and low risk.
The investment varieties are mainly the relevant products specified in the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions.
4. Investment period
Within 12 months from the date of deliberation and approval of this board of directors.
The idle self owned funds of the company and its wholly-owned and holding subsidiaries have legal and compliant sources of funds, and do not involve raised funds or bank credit funds. During the specific investment operation, the fund revenue and expenditure of the company and its wholly-owned and holding subsidiaries shall be reasonably calculated and arranged, and the daily business activities of the company and its wholly-owned and holding subsidiaries shall not be affected. 2、 Investment risk and control measures
1. Investment risk
(1) Although the company carries out relatively low-risk investment and wealth management business, it will also be affected by macro-economy. It is not ruled out that the investment is affected by policy and market fluctuations.
(2) The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual return of investment may be uncertain.
(3) Operational risks of relevant staff.
2. Risk control measures
The company and its wholly-owned and holding subsidiaries shall select qualified professional financial institutions with good credit and financial conditions, no bad credit records and strong profitability as the trustee, and sign a written contract with the trustee to clarify the amount, term, investment variety, rights, obligations and legal responsibilities of both parties.
(1) The board of directors of the company authorizes the person in charge of Finance and the finance department to organize the purchase of financial products according to the actual situation, and authorizes the chairman to sign relevant contract documents. The finance department is responsible for various specific matters of financial product business, including proposing financial limit suggestions, content review and risk assessment of financial products, selecting cooperative financial institutions, formulating financial plan, raising financial funds, implementing financial plan, etc.
(2) The Finance Department of the company is responsible for selecting investment products with relatively low risk and high liquidity issued by financial institutions with good credit status and financial status, no bad credit record and strong profitability, analyzing and tracking the investment direction of investment products and project progress. If it is found that there are conditions that may affect the safety of the company’s funds or the demand for normal capital flow, corresponding preservation or redemption measures shall be taken in time, To control investment risks.
(3) The internal audit department of the company is responsible for supervising the fund use and development of financial products. Be responsible for reviewing the approval, actual operation, capital use and profit and loss of financial product business, urging the financial department to carry out accounting treatment in time and verify the accounting treatment.
(4) The board of supervisors and independent directors of the company have the right to supervise and inspect the use of financial management funds, and can hire professional institutions to audit when necessary. Once adverse factors are found or judged, corresponding preservation measures will be taken in time to control investment risks.
(5) The Board Office of the company will perform the obligation of information disclosure and disclose various investments and profits and losses in accordance with the provisions of the exchange and other regulatory authorities.
3、 Impact on the company’s operation
1. The company adheres to the principle of “standardized operation, risk prevention, prudent investment, value preservation and appreciation”. On the premise of not affecting the company’s daily business activities, the company carries out investment and wealth management business with idle self owned funds, which will not have an adverse impact on the company’s main business.
2. Aiming at maximizing the interests of shareholders, the company carries out appropriate investment and financial management business, which is conducive to improving the use efficiency of funds, obtaining certain investment income and seeking more investment returns for the company and shareholders. 3. Item 37 of the accounting standards for business enterprises – financial instruments, and the relevant items of the accounting standards for business enterprises – financial instruments, shall be presented in the statement of profit and loss, which shall reflect the relevant provisions of the accounting standards for Business Enterprises No. 37.
4、 Approval procedures and opinions
The 21st Meeting of the 8th board of directors of the company deliberated and approved the proposal on using idle self owned funds for investment and financial management, and agreed that the company and its wholly-owned and holding subsidiaries use idle self owned funds of no more than 1.2 billion yuan to purchase financial products with high safety, low risk and good liquidity, which is valid within one year from the date of deliberation and approval by the board of directors of the company, Within the validity period of the above quota and resolution, it can be recycled and used. All independent directors of the company have expressed their independent opinions on the above matters.
5、 Independent opinions of independent directors of the company
After review, the independent directors of the company believe that: on the premise of ensuring that the normal operation and capital safety of the company are not affected, the company can obtain certain investment income by purchasing financial products with high safety, low risk and good liquidity with idle self owned funds, which is conducive to improving the efficiency of capital use, will not affect the development of the company’s main business, and can improve the overall performance level of the company and seek more return on investment for the shareholders of the company. This matter will not adversely affect the production and operation of the company, and there is no situation that damages the interests of the company and all shareholders. We agree that the company will use idle self owned funds with a maximum amount of no more than 1.2 billion yuan for investment and wealth management.
6、 Verification opinions of sponsor
After verification, the recommendation institution believes that:
The company’s use of idle self owned funds for investment and financial management has been deliberated and approved by the board of directors of the company, and the independent directors of the company have expressed clear consent. The matter does not need to be submitted to the board of supervisors and the general meeting of shareholders for deliberation, and the necessary approval procedures have been performed. These matters comply with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the company’s foreign investment management system. On the premise of not affecting daily business activities, the company carries out investment and financial management business with idle self owned funds, which is conducive to improving the use efficiency of funds and seeking more investment returns for the company and shareholders.
To sum up, the recommendation institution has no objection to Zhejiang Yinlun Machinery Co.Ltd(002126) this use of idle self owned funds for investment and financial management.
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(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) opinions on Zhejiang Yinlun Machinery Co.Ltd(002126) using idle self owned funds for investment and financial management) signature of the sponsor representative:
Huang Jianfei, Liu Xinhao
China Securities Co.Ltd(601066) April 12, 2022
