Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Shanghai Hi-Road Food Technology Co.Ltd(300915)
Verification opinions on adjusting the amount of cash management with idle self owned funds
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. (hereinafter referred to as “Oriental Investment Bank” or “recommendation institution”) as the recommendation institution of Shanghai Hi-Road Food Technology Co.Ltd(300915) (hereinafter referred to as ” Shanghai Hi-Road Food Technology Co.Ltd(300915) ” or “company”) for initial public offering of shares and listing on GEM, in accordance with the administrative measures for securities issuance and listing recommendation business and the Listing Rules of gem shares of Shenzhen Stock Exchange In accordance with the relevant provisions of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the matters of Shanghai Hi-Road Food Technology Co.Ltd(300915) adjusting the amount of cash management with idle self owned funds are verified. The specific circumstances are as follows: I. cash management with idle self owned funds after adjustment
(I) management purpose
In order to improve the use efficiency of the company’s funds and increase the return of shareholders, the company plans to reasonably use its temporarily idle own funds for cash management without affecting the normal operation of the company, so as to better maximize the interests of the company and shareholders.
(II) amount and term
According to the company’s current use of funds and considering maintaining sufficient liquidity, the company plans to use idle self owned funds of no more than 470 million yuan for cash management. The investment period is from the annual general meeting of shareholders in 2021 to November 4, 2022. Within the above limit and period, the funds can be recycled and rolled.
(III) investment varieties
The company plans to use idle self owned funds to purchase financial products or deposit products with high security and good liquidity, and the investment period of the products shall not exceed 12 months.
(IV) implementation mode
Within the above quota and time limit, the board of directors authorizes the management of the company to exercise the right of investment decision-making and sign relevant legal documents. The specific matters shall be organized and implemented by the Finance Department of the company.
(V) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with the requirements of relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies. 2、 Impact on the daily operation of the company
The company’s use of idle self owned funds to purchase financial products is implemented on the premise of ensuring the normal operation and capital safety of the company, which will not affect the normal needs of the company’s daily capital turnover and the normal development of the company’s main business. Through cash management, we can improve the efficiency of capital use and obtain certain investment income, which is in line with the interests of the company and all shareholders. 3、 Investment risk and risk control measures
(I) investment risk
1. Although the investment products have been strictly evaluated, the financial market is greatly affected by the macro-economy. It is not ruled out that the investment is affected by market fluctuations.
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable.
3. Operation and monitoring risks of relevant staff.
(II) risk control measures
1. The company will strictly abide by the principle of prudent investment, screen investment objects, and mainly select products issued by units with good reputation, large scale and ability to ensure capital safety.
2. The Finance Department of the company will timely analyze and track the investment direction of financial products and the progress of the project. If it is found that there are risk factors that may affect the safety of the company’s funds, it will take corresponding measures in time to control the investment risk. 3. The internal audit department of the company shall conduct daily supervision on the use and custody of financial funds, and regularly audit and verify the use of financial funds.
4. The board of supervisors and independent directors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
5. The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange. 4、 Decision making procedures for performance
(I) deliberations of the board of directors
At the 16th meeting of the second board of directors held on October 20, 2021, the company reviewed and passed the proposal on extending the period of cash management with idle self owned funds and adjusting the amount, and agreed to extend
The investment period for cash management of self owned funds shall be extended from January 6, 2021 to one year after the second extraordinary general meeting of shareholders of the company in 2021 deliberates and approves the proposal (i.e. November 4, 2022); The amount of cash management using idle self owned funds will be adjusted from no more than 170 million yuan to no more than 370 million yuan. The basic information of cash management, risk control measures and other contents remain unchanged.
The fourth meeting of the third board of directors held on April 21, 2022 deliberated and passed the proposal on adjusting the amount of cash management using idle self owned funds, and agreed that the amount of cash management using idle self owned funds would be increased from the original amount of not more than 370million yuan (including this amount, the same below) to 470million yuan without affecting the normal operation of the company. The term, basic information, risk control measures and other contents of cash management remain unchanged.
(II) deliberation of the board of supervisors
The third meeting of the third session of the board of supervisors held on April 21, 2022 deliberated and adopted the proposal on adjusting the amount of cash management using idle self owned funds, and agreed to improve the efficiency of fund use and income level according to the company’s operation and fund use arrangement, The company plans to use idle self owned funds for cash management from the original amount of no more than 370 million yuan (including this amount, the same below) to 470 million yuan. After adjustment, the company used idle self owned funds for cash management of 470 million yuan. The term, basic information, risk control measures and other contents of cash management remain unchanged.
(III) opinions of independent directors
The independent directors of the company carefully reviewed the proposal on adjusting the amount of cash management with idle self owned funds and believed that the adjustment of the amount of cash management with idle self owned funds is the arrangement of the company according to the operation and use of funds, which is conducive to improving the efficiency of fund use and income level. Therefore, we agree that the company will adjust the amount of cash management with idle self owned funds from no more than 370 million yuan to no more than 470 million yuan, and submit this matter to the 2021 annual general meeting of shareholders of the company for deliberation. 5、 Opinions of the sponsor
After verification, the sponsor believes that the company has increased the amount of cash management of its own funds on the premise of ensuring the company’s own capital demand, capital safety and effective control of investment risk, which has not damaged the interests of the company and all shareholders. At the same time, the proposal that the company use its own 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 of the company have also expressed their explicit consent. The decision-making process of this matter is legal and compliant. To sum up, China Eastern Investment Bank has no objection to Shanghai Hi-Road Food Technology Co.Ltd(300915) this adjustment of the amount of cash management using idle self owned funds.
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(there is no text on this page, which is the signature page of the verification opinions of Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. on Shanghai Hi-Road Food Technology Co.Ltd(300915) adjusting the amount of cash management with idle own funds) recommendation representative:
Yu Li Peng
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. mm / DD / yyyy
