Guotai Junan Securities Co.Ltd(601211)
About Zhongji Innolight Co.Ltd(300308)
Verification opinions on continued use of self owned funds for cash management
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” and “sponsor”) serves as the continuous supervision organization for Zhongji Innolight Co.Ltd(300308) (hereinafter referred to as ” Zhongji Innolight Co.Ltd(300308) ” or “company”) to issue shares to specific objects, In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the matters Zhongji Innolight Co.Ltd(300308) to use part of its own funds for cash management have been verified. The details are as follows:
1、 Basic information of cash management using part of its own funds this time
(I) investment purpose
In order to improve the use efficiency of the self owned funds of the company and its subsidiaries within the scope of consolidated statements, the company uses temporarily idle self owned funds for cash management on the premise of ensuring the daily operation capital demand and capital safety, so as to increase capital income and obtain better returns for the company and shareholders.
(II) investment varieties
The company will strictly control risks in accordance with relevant regulations, strictly evaluate and screen investment products, and select structured deposits, large certificates of deposit, low-risk financial products, income certificates, national debt reverse repurchase, asset management products and other products with high safety, strong liquidity and controllable risk issued by banks, securities companies or trust companies.
(III) investment quota
Suzhou xuchuang uses not more than RMB 500 million, Tongling xuchuang uses not more than RMB 200 million, innolight technology PTE. limited uses not more than RMB 100 million (or equivalent foreign currency), and innolight Technology (Thailand) Company Limited uses idle self owned funds not more than RMB 200 million (or equivalent foreign currency) for cash management, Total idle self owned assets are used for recycling and rolling.
(IV) source of funds
The company temporarily idle its own funds.
(V) service life
The service life shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company, and the investment life of a single investment product shall not exceed 12 months.
(VI) implementation mode
Investment products must be purchased in the name of the company. The board of directors authorizes the president to exercise the investment decision-making power within the specified amount, and the financial person in charge shall handle relevant matters. The financial department of the company will timely analyze and track the progress of the purchased investment products.
(VII) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with the relevant requirements of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies and the articles of association.
2、 Investment risk and control measures
(I) investment risk
1. Although the relevant investment varieties will be strictly evaluated, they are greatly affected by the macroeconomic, fiscal and monetary policies of the financial market. It is not excluded that the investment is affected by market fluctuations, mainly including income fluctuation risk, liquidity risk, etc;
2. The company and its subsidiaries within the scope of consolidated statements will intervene in a timely and appropriate manner according to the economic situation and changes in the financial market, so the actual income of investment is unpredictable;
3. Operation and monitoring risks of relevant staff.
(II) risk control measures
1. Strictly select investment objects and select products issued by units with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability;
2. The company will strictly follow the approval authority, decision-making procedures, business supervision, risk control, accounting management and information disclosure specified in relevant systems, and determine the investment scale according to the risk tolerance of the company and its subsidiaries;
3. The Finance Department of the company will analyze and track the investment direction and progress of products in real time. Once it is found that there are risk factors that may affect the safety of the company’s funds, it will take preservation measures in time to control the investment risk;
4. The company’s independent directors and board of supervisors have the right to supervise and inspect the situation of their investment products, and can hire professional institutions to audit when necessary;
5. The Audit Department of the company is responsible for conducting a comprehensive inspection of the products on a regular basis and reasonably predicting the possible risks and benefits of various investments according to the principle of prudence;
6. The company will disclose the investment products and relevant profits and losses during the reporting period in accordance with the relevant provisions of Shenzhen Stock Exchange.
3、 Impact on the company
The company and its subsidiaries and subsidiaries within the scope of consolidated statements adhere to the principles of standardized operation and prudent investment. On the premise of ensuring that it does not affect the needs of the company’s daily operation capital turnover and the normal development of its main business, the company uses some of its own funds for cash management, which is conducive to improving the efficiency of capital use and obtaining more investment income for the company and shareholders.
4、 Review procedures for implementation
On April 21, 2022, the company held the 25th meeting of the 4th board of directors and the 22nd Meeting of the 4th board of supervisors, which respectively considered and approved the proposal on continuing to use its own funds for cash management, and agreed that the company and its subsidiaries and subsidiaries within the scope of consolidated statements use idle own funds with a total amount of no more than RMB 1 million for cash management, with high safety, good liquidity Invest in products with controllable risks. The service life is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. At the same time, the president is authorized to exercise the investment decision-making power within the specified limit, and the person in charge of finance is responsible for handling relevant matters.
5、 Independent opinions of independent directors
After verification, the company and its subsidiaries and subsidiaries within the scope of consolidated statements use their own funds of no more than RMB 1 million for cash management this time, and the decision-making procedures are legal and compliant, in line with laws and regulations such as Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, and the articles of association The relevant provisions of laws and regulations and normative documents are conducive to improving the efficiency of fund use and increasing fund income. On the premise of ensuring the safety of funds, this matter will not affect the needs of its daily operation capital turnover and the normal development of its main business. Moreover, the company has formulated strict risk control measures, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. In conclusion, we agree that the company and its subsidiaries and subsidiaries within the scope of consolidated statements will continue to use their own funds for cash management this time.
6、 Verification opinions of the recommendation institution
The sponsor believes that: Zhongji Innolight Co.Ltd(300308) the proposal on using part of its own funds for cash management has been deliberated and approved by the board of directors, and the board of supervisors and independent directors have expressed their consent Zhongji Innolight Co.Ltd(300308) and its subsidiaries, subsidiaries and branches within the scope of consolidated statements use part of their own funds for cash management on the premise of ensuring that it does not affect the needs of daily operating capital turnover and the normal development of main business, which is conducive to improving the efficiency of capital use and obtaining more investment income for the company and shareholders. To sum up, the sponsor has no objection to Zhongji Innolight Co.Ltd(300308) implementing the matter.
(there is no text on this page, which is the signature and seal page of Guotai Junan Securities Co.Ltd(601211) verification opinions on Zhongji Innolight Co.Ltd(300308) continuing to use its own funds for cash management)
Sponsor representative:
Zhang Guiyang Xing Yongzhe
Guotai Junan Securities Co.Ltd(601211) April 21, 2022
