Capital Securities Co., Ltd
About Tongxing Environmental Protection Technology Co.Ltd(003027)
Increase the verification opinions on the use of idle self owned funds for cash management
Capital Securities Co., Ltd. (hereinafter referred to as "capital securities" or "sponsor") is the sponsor of initial public offering and listing of Tongxing Environmental Protection Technology Co.Ltd(003027) (hereinafter referred to as " Tongxing Environmental Protection Technology Co.Ltd(003027) " or "company"), In accordance with the requirements of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the stock 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, a prudent verification has been conducted on Tongxing Environmental Protection Technology Co.Ltd(003027) increasing the use of idle self owned funds for cash management. The specific verification opinions are as follows:
1、 Overview of using idle self owned funds for cash management this time
1. Investment purpose: to give full play to the role of idle self owned funds, improve the use efficiency of funds, increase the company's income, and seek a better return on investment for the company and shareholders.
2. Investors: the company and its holding subsidiaries.
3. Source of funds: idle self owned funds of the company and its holding subsidiaries.
4. Quota and term: the company plans to increase RMB 200 million on the basis of using no more than RMB 400 million of idle self owned funds for cash management approved at the 16th meeting of the Fourth Board of directors. After the increase, the total amount of cash management using idle self owned funds shall not exceed RMB 60 million, The service life is valid from the date of deliberation and approval of the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting. Within the above quota and term, the funds can be used circularly and rolling, that is, the balance of financial products that have not expired at any time point shall not exceed 60 million yuan.
5. Investment varieties: on the premise of ensuring the safety of funds, the company makes full use of idle self owned funds, reasonably arranges assets and creates more income. The proposed investment varieties include investment and wealth management products with an investment period of no more than 12 months issued by financial institutions such as banks, securities companies and asset management companies with high safety, good liquidity and stability.
6. Implementation method: after being deliberated and approved by the general meeting of shareholders, the management of the company is authorized to be responsible for implementation, including but not limited to product selection, determination of actual investment amount, signing of agreement, etc.
2、 Investment risk and risk control measures
(I) investment risk
Although the products invested by the company belong to low-risk investment varieties, there are certain risks in the financial products themselves, and the financial market is greatly affected by the macro-economy, so it is not ruled out that it is affected by market fluctuations.
The company will intervene timely and appropriately according to the economic situation and changes in the financial market, and the actual return of investment is unpredictable.
(II) risk control measures
1. Strictly screen investment objects, and only allow transactions with financial institutions with legal business qualifications, and shall not conduct transactions with informal institutions. An investment product account must be established in the name of the company for trading, and other accounts shall not be used for operation.
2. The financial department of the company will timely track and analyze the investment direction and progress of investment products of cash management. Once it is found that there are risk factors that may affect the safety of the company's funds, preservation measures will be taken 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 internal audit department of the company is responsible for auditing and supervising the use and custody of cash management funds and reporting to the audit committee of the board of directors.
5. The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
3、 Impact on the company's operation
On the premise of ensuring the normal operation and capital safety of the company, the company conducts appropriate cash management with idle own funds, which will not affect the normal development of the company's main business and the normal implementation of its own fund investment plan. Through appropriate cash management, it can effectively improve the efficiency of capital use, obtain certain investment benefits, improve the overall performance level of the company, and obtain a better return on investment for the company and shareholders.
4、 The review procedure for cash management with idle self owned funds is added this time
The 19th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors reviewed and passed the proposal on increasing the use of idle self owned funds for cash management, and agreed to increase the use of idle self owned funds for cash management; The independent directors of the company carefully reviewed the proposal on increasing the use of idle self owned funds for cash management and expressed their explicit consent. This proposal still needs to be considered by the general meeting of shareholders of the company.
5、 Description of special opinions
1. Opinions of independent directors
The company's increased use of idle self owned funds for cash management this time is conducive to improving the use efficiency of idle self owned funds and increasing income, and will not have an adverse impact on the company's production and operation; At present, the company is in good operation and stable financial condition, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders; The decision-making procedure complies 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 articles of association. Therefore, the independent directors agree that the company will increase the amount of idle self owned funds of no more than RMB 200 million for cash management, That is, the amount of the company's cash management with idle self owned funds increased from no more than RMB 400 million to no more than RMB 60 million.
2. Opinions of the board of supervisors
The company's increased use of idle self owned funds for cash management this time will not affect the normal operation of the company, improve the use efficiency of idle self owned funds and increase the company's income. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, and does not violate the provisions of relevant laws and regulations such as the stock listing rules of Shenzhen Stock Exchange. Therefore, it is agreed that the company will increase the amount of idle self owned funds not exceeding RMB 200 million for cash management, that is, the amount of idle self owned funds used by the company for cash management will increase from no more than RMB 400 million to no more than RMB 60 million.
6、 Verification opinions of the recommendation institution
The sponsor representative consulted the relevant decision-making documents of the company to increase the use of idle self owned funds for cash management and checked the matter. After verification, the recommendation institution believes that:
The company's increased use of 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, and the independent directors have also expressed clear consent, and the relevant procedures are legal and compliant; Without affecting the normal production and operation needs and capital safety, the company can improve the efficiency of capital use by purchasing financial products, and there is no harm to the interests of shareholders. There is no objection to the company's use of idle cash.
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(there is no text on this page, which is the signature and seal page of the verification opinions of Capital Securities Co., Ltd. on Tongxing Environmental Protection Technology Co.Ltd(003027) increasing the use of idle self owned funds for cash management)
Sponsor representative:
Yang Qi, Shen Zhilong
Capital Securities Co., Ltd. April 18, 2022
