China Merchants Securities Co.Ltd(600999)
About Guoanda Co.Ltd(300902)
Increase the verification opinions on the use of some temporarily idle self owned funds for cash management China Merchants Securities Co.Ltd(600999) (hereinafter referred to as “sponsor”, China Merchants Securities Co.Ltd(600999) ) as the sponsor of Guoanda Co.Ltd(300902) (hereinafter referred to as ” Guoanda Co.Ltd(300902) ” and “company”) for initial public offering of shares and listing on the gem, In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020), the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant provisions, The matters of Guoanda Co.Ltd(300902) this increase in the use of some temporarily idle self owned funds for cash management have been carefully checked. The details are as follows: I. The proposed use of some temporarily idle self owned funds for cash management
1. Investment purpose
Under the condition of ensuring the company’s normal operating capital turnover needs and effectively controlling investment risks, making rational use of some temporarily idle self owned funds for cash management can improve the efficiency of capital use, increase the company’s self owned capital income and obtain more investment returns for the company and shareholders.
2. Investment quota and term
The company plans to increase the temporarily idle self owned funds with a use limit of no more than RMB 100 million (including this amount) for cash management, and the use period is effective within 12 months from the date of deliberation and approval by the company’s 2021 annual general meeting of shareholders. Within the above service life and limit, the funds can be recycled and used on a rolling basis.
3. Varieties of investment products
In order to control risks, the company’s cash management uses temporarily idle self owned funds to purchase financial products or deposit products with high security, good liquidity and principal guaranteed agreement from various financial institutions (including but not limited to short-term principal guaranteed financial products, structured deposits, time deposits, call deposits, large certificates of deposit, agreed deposits, etc.), and these cash management products shall not be used for pledge, No investment activities for the purpose of securities investment shall be carried out. 4. Information disclosure
The company will do a good job of relevant information disclosure in accordance with the requirements of relevant laws and regulations, such as the Listing Rules of gem shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, etc.
5. Implementation mode
After the approval of the general meeting of shareholders of the company, the chairman of the company is authorized to exercise the investment decision-making power within the validity period and limit and sign relevant contract documents. The specific matters are organized and implemented by the financial center of the company. 2、 Investment risk and risk control measures
1. Investment risk
The company’s choice of investment products is not affected by the macro-economic volatility, but the company’s choice of investment products is not affected by the macro-economic system.
2. Risk control measures
(1) The company will strictly abide by the principle of prudent investment and select products issued by commercial banks and other financial institutions with good reputation, strict risk control measures and the ability to ensure capital safety;
(2) The financial center of the company will timely analyze and track the operation of cash management products. If adverse factors are found or judged, corresponding measures will be taken in time to control investment risks;
(3) The Audit Department of the company is the supervision department for the matters of fund and cash management products, which audits and supervises the matters of the company’s cash management products;
(4) Independent directors and the board of supervisors have the right to supervise and inspect the use of funds and cash management of the company, and can hire professional institutions to audit when necessary;
(5) The company will timely disclose relevant information in accordance with the relevant provisions of Shenzhen Stock Exchange. 3、 Impact on the company
The company’s use of temporarily idle self owned funds for cash management is carried out on the premise of complying with national laws and regulations and ensuring that it does not affect the company’s daily operation and capital safety, which will not affect the company’s daily capital turnover needs and the normal development of the company’s main business. Through appropriate cash management, we can improve the company’s capital use efficiency, obtain certain investment income, and seek more investment returns for the company and shareholders.
4、 Decision making procedures for the implementation of this matter and opinions of relevant institutions
1. Opinions of the board of directors
The 17th meeting of the third board of directors of the company deliberated and approved the proposal on increasing the use of some temporarily idle self owned funds for cash management, and agreed that the company would increase the idle self owned funds of no more than RMB 100 million (including this amount) for cash management on the basis of the original approved amount of no more than RMB 100 million (including this amount), That is, the idle self owned funds of no more than 200 million yuan are used for cash management in total, and the increased cash management limit is effective within 12 months from the date of deliberation and approval of the company’s 2021 annual general meeting of shareholders. Within the above service life and limit, the funds can be recycled and used on a rolling basis.
2. Opinions of the board of supervisors
The board of supervisors believes that the company’s increased use of temporarily idle self owned funds with an amount not exceeding RMB 100 million (including this amount) for cash management complies with relevant provisions such as the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, which can improve the efficiency of the company’s fund use and increase the company’s income. The board of supervisors agreed to increase the use of some temporarily idle self owned funds for cash management.
3. Opinions of independent directors
After verification, the independent directors believe that the company’s increased use of some temporarily idle self owned funds for cash management is carried out on the premise of complying with national laws and regulations and ensuring that it does not affect the company’s daily operation and capital safety, which will not affect the company’s daily capital turnover needs and the normal development of the company’s main business. The company has performed the necessary approval procedures for this matter and complies with the provisions of relevant laws and regulations. Through appropriate cash management, we can improve the company’s capital use efficiency, obtain certain investment income, and seek more investment returns for the company and shareholders. Agree to increase the use of some temporarily idle self owned funds for cash management, and agree to submit them to the 2021 annual general meeting of shareholders of the company for deliberation. 5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company’s increased use of some temporarily 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. The independent directors have expressed their independent opinions and fulfilled the necessary decision-making procedures, which need to be submitted to the general meeting of shareholders of the company for deliberation. The relevant procedures comply with the requirements of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant provisions.
In conclusion, the recommendation institution agrees to increase the use of some temporarily idle self owned funds for cash management. (no text below)
(there is no text on this page, which is the signature page of China Merchants Securities Co.Ltd(600999) verification opinions on Guoanda Co.Ltd(300902) increasing the use of some temporarily idle self owned funds for cash management) sponsor representative:
Zhang Yinbo, Xu Dexue
China Merchants Securities Co.Ltd(600999) mm / DD / yyyy
