Wanlian Securities Co., Ltd
About Shenzhen Yan Tian Port Holdings Co.Ltd(000088)
Verification opinions on cash management with idle self owned funds in 2022
Wanlian Securities Co., Ltd. (hereinafter referred to as "Wanlian securities" or "recommendation institution") as a continuous supervision recommendation institution for the allotment of shares of Shenzhen Yan Tian Port Holdings Co.Ltd(000088) (hereinafter referred to as " Shenzhen Yan Tian Port Holdings Co.Ltd(000088) " or "company"), in accordance with the administrative measures for the recommendation business of securities issuance and listing According to the requirements of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 - recommendation business, the guidelines for standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), the company has carefully verified the use of idle own funds for cash management, The verification opinions are as follows:
1、 Cash management with idle self owned funds
(I) purpose of cash management
On the premise of not affecting the normal operation and capital safety of the company and its subsidiaries, in order to improve the efficiency of capital use, make rational use of idle self owned funds, increase the income of cash assets and obtain more returns for the company and shareholders.
(II) cash management limit
The company plans to use no more than RMB 700 million idle self owned funds for cash management, with a service life of no more than 12 months. Within the above limit and term, the funds can be used circularly and rolling.
(III) cash management
In order to control risks, the company and its subsidiaries intend to use idle self owned funds to purchase products with high security, good liquidity and short-term (no more than 12 months). Cash management products include financial products, structured deposits, large certificates of deposit, etc. The above products shall not be used for pledge, do not involve securities investment, and shall not be used for stocks and their derivatives, securities investment funds and financial products for the purpose of securities investment.
(IV) authorization period
(V) source of funds and specific implementation methods
The source of funds is the idle self owned funds of the company. Within the scope of the quota and the validity of the resolution, the board of directors of the company authorizes the management of the company to exercise the decision-making power and sign relevant documents within the validity of the above quota and resolution.
2、 Risk and risk control measures
(I) risk of cash management
The company selects products with high safety, good liquidity and short-term (no more than 12 months). As the financial market is greatly affected by the macro economy, the company will invest an appropriate amount of funds in time according to the economic situation and changes in the financial market, but it does not rule out the systematic risks caused by market fluctuations, policy changes and other reasons, And the related risks that may be caused by the operation errors of the staff.
(II) risk control measures
1. The financial department of the company will timely analyze and track the product investment direction and project progress. Once adverse factors are found or judged, corresponding preservation measures must be taken in time to control the investment risk.
2. In accordance with the requirements of relevant laws and regulations, the company has established and improved the special system of fund management, standardized the approval and implementation procedures of cash management, and ensured the effective development and standardized operation of cash management.
3. Independent directors, the board of supervisors and internal audit institutions may supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.
4. The company will timely perform the obligation of information disclosure in strict accordance with the relevant provisions of Shenzhen Stock Exchange. 3、 Impact on the daily operation of the company
1. Based on the principles of standardized operation, risk prevention, prudent investment, value preservation and appreciation, the company used idle self owned funds for cash management on the premise of ensuring daily operation, which did not affect the normal production and operation of the company.
2. The company's use of idle self owned funds for cash management can improve the use efficiency of idle self owned funds, increase the company's income and obtain more returns for the company and shareholders.
4、 Implementation of decision-making procedures
On January 11, 2022, the company held the seventh interim meeting of the board of directors, deliberated and passed the proposal on cash management with idle self owned funds in 2022, and agreed that the company would use idle self owned funds of no more than RMB 700 million for cash management without affecting the normal development of the company's main business. According to relevant laws, regulations, normative documents and the articles of association, this matter belongs to the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
5、 Description of special opinions
(I) opinions of independent directors
The independent directors believe that the company's cash management with idle self owned funds is implemented on the premise of ensuring that the normal operation of the company is not affected. The company plans to use idle self owned funds of no more than RMB 700 million to purchase products with high safety, good liquidity and short-term (no more than 12 months). The overall risk is controllable, which is conducive to improving the efficiency of capital use, Increase the company's capital income and seek better return on investment for the company and shareholders. This matter will not affect the needs of the company's daily capital turnover and the normal development of the company's business, and will not damage the interests of the company and all shareholders, especially minority shareholders.
Therefore, the independent directors agree that the company will use no more than RMB 700 million idle self owned funds for cash management. The cash management products include financial products, structured deposits, large certificates of deposit, etc.
(II) opinions of the board of supervisors
The board of supervisors believes that, on the premise of ensuring the safety of the company's funds, the company can use some idle self owned funds for cash management within the authorized time, which can improve the use efficiency of funds, and the relevant approval procedures comply with the relevant provisions of laws and regulations and the articles of Association.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Shenzhen Yan Tian Port Holdings Co.Ltd(000088) the 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 expressed independent opinions and agreed that the company uses idle self owned funds for cash management. This matter is conducive to improving the use efficiency of funds and obtaining certain investment income, does not affect the daily operation of the company, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The recommendation institution has no objection to the above matters 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 Wanlian Securities Co., Ltd. on cash management with idle self owned funds in Shenzhen Yan Tian Port Holdings Co.Ltd(000088) 2022) sponsor representative:
Chen Zhihong, Yin Shusen
Wanlian Securities Co., Ltd
