Chinalin Securities Co.Ltd(002945)
About Wondershare Technology Group Co.Ltd(300624)
Verification report on using idle self owned funds for entrusted financial management
Chinalin Securities Co.Ltd(002945) (hereinafter referred to as " Chinalin Securities Co.Ltd(002945) " and "sponsor") as a sponsor of Wondershare Technology Group Co.Ltd(300624) (hereinafter referred to as " Wondershare Technology Group Co.Ltd(300624) " or "company") gem to issue convertible corporate bonds to unspecified objects, in accordance with the law on 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 relevant documents such as the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, and the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the company has verified the entrusted financial management of the company with idle free funds, and issued the following verification opinions:
1、 Overview of entrusted financial management
(I) purpose of entrusted financial management
In order to make full use of idle funds and improve the use efficiency of funds, under the condition of ensuring the normal operation of the company and ensuring the safety of funds, make rational use of some temporarily idle self owned funds, fully improve the use efficiency and return rate of funds, and maximize the income of the company and shareholders.
(II) investment quota
The company uses idle self owned funds for entrusted financial management, with a limit of no more than 500 million yuan, which can be recycled and used within the validity of the above limit and resolution.
(III) investment mode
Entrusted wealth management is used to purchase medium and low-risk wealth management products with high security and good liquidity, including but not limited to: wealth management products issued by commercial banks, securities companies, insurance companies or other financial institutions, asset management plans, structured deposits, large certificates of deposit, agreed deposits, call deposits, money market funds, bond funds, CDB bonds, national debt reverse repurchase Income vouchers of securities companies and other financial objects and methods approved according to the company's internal decision-making procedures.
(IV) investment period
Rolling use of investment quota within the above quota and period.
(V) implementation mode
1. The board of directors of the company requests the general meeting of shareholders to authorize the management of the company to exercise relevant investment decision-making financial products within the specified limit and sign relevant documents.
2. The financial department of the company is responsible for organizing the specific implementation.
(VI) relationship
The company plans to purchase financial products from financial institutions that have no affiliated relationship.
(VII) information disclosure
The company will disclose the progress in a timely manner in accordance with the relevant requirements of the Shenzhen Stock Exchange GEM Listing Rules and the Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies.
2、 Investment risk and risk control measures
(I) investment risk
1. The company will choose medium and low-risk financial products with high security and good liquidity, but the financial market is greatly affected by the macro-economy, so 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 professional ethics risks of relevant staff.
(II) risk control measures
1. The company will strictly abide by the principle of prudent investment and select products issued by financial institutions with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability.
2. The financial department of the company will analyze and track the investment direction and progress of financial products in real time. If the evaluation finds that there are risk factors that may affect the company's capital safety, adverse changes in profitability, loss of investment products inconsistent with the situation at the time of purchase, it will take corresponding measures in time to control the investment risk to the greatest extent and ensure the safety of funds.
3. The financial department of the company shall establish an account to manage the purchased financial products, establish and improve the accounting accounts, and do a good job in the accounting of the use of funds.
4. The internal audit department of the company shall conduct daily supervision on the use of funds and conduct comprehensive inspection on relevant investment products on a regular basis.
5. 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;
6. The company will do a good job of relevant information disclosure in strict accordance with the relevant provisions of Shenzhen Stock Exchange. 3、 Impact on the company
On the premise of ensuring the funds required for daily operation, the company strictly controls risks and uses some idle self owned funds for entrusted financial management, which is conducive to improving the use efficiency of the company's funds and creating more value for the company and shareholders. The company does not have the situation of purchasing large financial products while bearing large liabilities. Using idle self owned funds for entrusted financial management will not have a significant impact on the company's main business, financial status, operating results and cash flow in the future. The company conducts corresponding accounting treatment in strict accordance with the relevant provisions of the accounting standards for business enterprises and the company's internal financial management system, and the specific results shall be subject to the annual audit results.
4、 Review procedures and relevant opinions
(I) deliberations of the board of directors
At the 36th meeting of the third board of directors held on April 22, 2022, the company deliberated and adopted the proposal on using idle self owned funds for entrusted financial management. It is agreed that the company, its subsidiaries and holding subsidiaries use temporarily idle self owned funds of no more than 500 million yuan (including this amount) for entrusted financial management. The above quota can be recycled from the date of deliberation and approval of the general meeting of shareholders to the date of holding the general meeting of shareholders of the next year.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) deliberation of the board of supervisors
At the 33rd meeting of the third board of supervisors held on April 22, 2022, the company deliberated and adopted the proposal on using idle self owned funds for entrusted financial management. The board of supervisors believes that the company's use of idle self owned funds for entrusted financial management is carried out on the premise of not affecting the company's normal production and operation, and the investment decision-making process meets the requirements of relevant laws and regulations, which is conducive to improving the use efficiency of the company's funds. Therefore, all supervisors agree that the company uses idle self owned funds for entrusted financial management. The investment period is from the date of deliberation and approval of the general meeting of shareholders to the date of holding the general meeting of shareholders of the next year. The company can use idle self owned funds in a rolling manner within the above limit and period.
(III) opinions of independent directors
The independent directors of the company expressed independent opinions on the entrusted financial management of the company with idle self owned funds: the company's current operation is normal and the capital is in good condition. Under the condition of not affecting the development of main business, the appropriate use of idle self owned funds for entrusted financial management is conducive to improving the use efficiency of the company's funds, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The investment decision-making procedure is legal and compliant, and complies with the provisions of relevant laws, regulations and normative documents. Therefore, the independent directors unanimously agreed that the company would use its own funds for entrusted financial management, and agreed to submit the proposal to the general meeting of shareholders for deliberation.
5、 Recommendation institution's concluding comments
Upon verification, Chinalin Securities Co.Ltd(002945) n Chinalin Securities Co.Ltd(002945) believes that the company's use of idle self owned funds for entrusted financial management has been reviewed and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their independent opinions with explicit consent, performed the necessary procedures, and complied with the measures for the administration of securities issuance and listing recommendation business, the Shenzhen Stock Exchange GEM Listing Rules Regulations and documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM.
The use of idle self owned funds for entrusted financial management this time is conducive to improving the efficiency of the use of funds of the company, and there is no situation that damages the interests of the company and minority shareholders. To sum up, the recommendation institution has no objection to the company's use of idle self owned funds for entrusted financial management this time.
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(there is no text on this page, which is the signature and seal page of Chinalin Securities Co.Ltd(002945) opinions on Wondershare Technology Group Co.Ltd(300624) using idle self owned funds for entrusted financial management)
Sponsor representative:
Ke runlin
Sponsor representative:
Zhu Wenjin
Chinalin Securities Co.Ltd(002945) mm / DD / yyyy
