China Galaxy Securities Co.Ltd(601881)
About Tongyu Communication Inc(002792)
Verification opinions on using idle self owned funds for cash management
China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as “Galaxy Securities” or “sponsor”) as a sponsor under the continuous supervision of Tongyu Communication Inc(002792) (hereinafter referred to as ” Tongyu Communication Inc(002792) ” or “company”), In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the company has verified the matters of cash management with idle self owned funds. The details are as follows:
1、 Impact on the daily operation of the company
The funds used by the company and its holding subsidiaries to invest in low-risk breakeven financial products are idle self owned funds, which will not affect the daily capital turnover needs of the company and the normal development of the company’s main business. The company’s current financial situation is stable, and the use of corresponding funds will not affect the development of the company’s daily business, and is conducive to improving the income of idle self owned funds.
2、 Risk control measures
The company and its holding subsidiaries purchase low-risk short-term bank principal guaranteed financial products, which are not used for securities investment and the risk is controllable. The board of directors of the company authorizes the management of the company to arrange relevant personnel to predict and predict the financial products, and timely analyze and monitor the investment direction and project progress of the financial products after purchase. If the evaluation finds that there are risk factors that may affect the safety of the company’s funds, corresponding measures will be taken in time to control the investment risk.
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.
The Finance Department of the company shall establish accounts to manage short-term financial products, establish and improve accounting accounts, and do a good job in accounting the use of funds.
The investment participants of the company have the obligation of confidentiality and shall not disclose relevant information to any third party. The investment participants and other informed personnel of the company shall not invest in the same financial products as the company.
The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
3、 Opinions of the board of directors
The 14th meeting of the 4th board of directors of the company deliberated and approved the proposal on using idle self owned funds for cash management, and agreed that the company and its holding subsidiaries use idle raised funds for cash management, with a financial management limit of no more than 1 billion yuan.
4、 Opinions of independent directors
Independent directors express independent opinions: the matters considered by the company on the use of idle self owned funds for cash management comply with the provisions of relevant laws and regulations, and the voting procedures are legal and effective. This time, the company and its holding subsidiaries are authorized to purchase financial products of low-risk, short-term (no more than one year) banks and other financial institutions with idle self owned funds, and the amount of entrusted financial management is no more than 1 billion yuan. Within the above amount, the funds can be used on a rolling basis, which is valid for 12 months from the date of deliberation and approval by the 2021 annual general meeting of shareholders, The transaction amount at any time point within the term (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the amount of entrusted financial management. The company’s use of idle self owned funds for cash management meets the needs of the company’s interests, helps to improve the company’s fund utilization efficiency, will not cause the company’s capital pressure, will not affect the normal development of the company’s main business, and will not damage the interests of the company and shareholders, especially small and medium-sized shareholders.
We agree to authorize the chairman or general manager of the company to purchase financial products of banks and other financial institutions with its own idle funds of no more than 1 billion yuan after being deliberated and approved by the 2021 annual general meeting of shareholders of the company, and agree to request the chairman or general manager of the company to sign relevant contract documents within the above investment limit, which shall be organized and implemented by the person in charge of finance of the company.
5、 Opinions of the board of supervisors
The board of supervisors believes that the decision-making procedure of using its own funds to invest in financial products complies with relevant regulations. On the premise of ensuring the safety of funds, the maximum amount of rolling use of the company shall not exceed RMB 1 billion. Its own funds shall be invested in principal factoring property products with high safety and good liquidity within 12 months (inclusive), which is conducive to improving the cash management income of its own funds and obtaining certain investment benefits. The company agrees to use its own funds to purchase financial products.
6、 Opinions of the sponsor
The sponsor reviewed the resolution documents of the board of directors on the use of idle self owned funds for cash management and the independent opinions expressed by independent directors, and will continue to pay attention to the progress of the company’s use of idle self owned funds for cash management in the future and urge it to do a good job in information disclosure.
After verification, the sponsor believes that the company’s use of idle self owned funds for cash management has been deliberated and approved by the board of directors, and the independent directors have expressed their explicit consent, which needs to be submitted to the general meeting of shareholders for deliberation, which is in line with the relevant provisions of the articles of association, Shenzhen Stock Exchange Guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board and so on. The use of idle self owned funds for cash management will not affect the normal development of the company’s business activities and will not damage the interests of the company and all shareholders. The recommendation institution has no objection to the company’s use of idle self owned funds for cash management.
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(there is no text on this page, which is the signature and seal page of China Galaxy Securities Co.Ltd(601881) opinions on Tongyu Communication Inc(002792) using idle self owned funds for cash management)
Sponsor representative:
Wang Fei, Guo Yuliang
China Galaxy Securities Co.Ltd(601881) mm / DD / yyyy
