China Greatwall Securities Co.Ltd(002939)
About Lingnan Eco&Culture-Tourism Co.Ltd(002717)
Verification opinions on using idle self owned funds for entrusted financial management in 2022
China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as ” China Greatwall Securities Co.Ltd(002939) ” or “sponsor”) as the sponsor of Lingnan Eco&Culture-Tourism Co.Ltd(002717) (hereinafter referred to as ” Lingnan Eco&Culture-Tourism Co.Ltd(002717) ” and “company”) non-public offering of A-Shares in 2020, In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the entrusted financial management with idle self owned funds in Lingnan Eco&Culture-Tourism Co.Ltd(002717) 2022 was carefully verified, The verification conditions and opinions are as follows:
1、 Overview of entrusted financial management with idle self owned funds
(I) investment purpose
Without affecting the company’s normal operation and production and construction, improve the efficiency of the company’s fund use and increase the company’s income.
(II) investment quota
The amount of funds used shall not exceed 300 million yuan. Within the above amount, the funds can be used on a rolling basis, and the balance of investment and financial management at any time shall not exceed 300 million yuan. The amount of financial products actually purchased will be increased or decreased according to the actual situation of the company’s funds.
(III) investment varieties
Financial products with high security, good liquidity and controllable risk. The issuers of investment products include commercial banks and other financial institutions other than commercial banks. The risk is low and the yield is higher than the bank deposit interest rate in the same period. It is a financial means for the company to improve the use efficiency of its own funds on the premise of controllable risk.
(IV) authorization period
The term of this authorization is 12 months from the date of deliberation and approval by the board of directors of the company.
(V) source of funds
The source of funds is the company’s own funds.
(VI) implementation mode
Within the limit, the chairman of the company is authorized to exercise the investment decision-making power and sign relevant contract documents, including but not limited to: selecting the appropriate issuer of financial products, clarifying the amount and period of financial products, selecting the variety of financial products, signing contracts and agreements, etc.
(VII) the company has no relationship with the financial institutions providing financial products.
2、 Impact on the company
The company and its subsidiaries included in the scope of the company’s consolidated statements use idle self owned funds to invest in financial products with high safety, good liquidity and controllable risk. It is implemented on the premise of ensuring that it does not affect the normal production and operation, and will not affect the need for working capital of the company’s normal operation.
Through appropriate and timely low-risk financial management, the company can improve the use efficiency of idle self owned funds, obtain certain investment income, improve the overall performance level of the company, and obtain more investment returns for shareholders.
3、 Investment risk and risk control
(I) investment risk
Although financial products belong to low-risk investment varieties, the financial market is greatly affected by the macro-economy. The company will intervene in a timely and appropriate amount according to the economic situation and changes in the financial market, but it does not rule out that the investment is affected by market fluctuations.
(II) for investment risks, the company plans to take the following measures:
1. The specific implementation by the management shall be approved by the chairman of the company and the chairman shall sign relevant contracts. The specific implementation department shall timely analyze and track the investment direction of financial products and the progress of the project. If it is found that there are risk factors that may affect the safety of the company’s funds, it will take corresponding measures in time to control the investment risk.
2. The audit department shall conduct pre audit, in-process supervision and post audit on the company’s short-term financial management business. The audit department is responsible for reviewing the approval, actual operation, capital use and profit and loss of financial management business, urging the financial department to carry out accounting treatment in time and verifying the accounting treatment.
3. 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.
4. The company will disclose in detail the investment of financial products during the reporting period in the regular report in accordance with the provisions of the regulatory authorities.
4、 Approval procedure
At the 46th meeting of the 4th board of directors held on April 29, 2022, the company deliberated and adopted the proposal on using idle self owned funds for entrusted financial management in 2022. According to the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standard operation of listed companies on the main board, the stock listing rules of Shenzhen Stock Exchange and the articles of association, The matter does not meet the deliberation standard of the general meeting of shareholders and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
5、 Opinions of the board of supervisors
The company’s use of idle self owned funds for entrusted financial management this time is to improve the use efficiency of the company’s funds and increase the income of the company’s cash assets. On the premise of ensuring that it does not affect the daily operation, it will not affect the normal development of the company’s main business, and there will be no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. The board of supervisors agreed that the company should use its own funds of no more than 300 million yuan to invest in financial products with high safety, good liquidity and controllable risk.
6、 Opinions of independent directors
On the premise of ensuring liquidity and capital safety, in order to improve the use efficiency of the company’s own idle funds, it is agreed that the company and its subsidiaries included in the scope of the company’s consolidated statements use their own idle funds to invest in financial institutions’ financial products with an accumulated amount of no more than 300 million yuan. The above investment behavior is conducive to improving the use efficiency of the company’s own funds and increasing the income of the company’s own funds on the premise of controlling risks, which is in line with the interests of the company. Comply with the provisions and requirements of relevant laws, regulations and normative documents such as 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 stock listing rules of Shenzhen Stock Exchange, the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
7、 Opinions of the sponsor
Upon verification, China Greatwall Securities Co.Ltd(002939) believes that the transaction has been deliberated and approved by the board of directors of the company, the independent directors have expressed their independent opinions, and the board of supervisors has expressed their consent. The decision-making procedures comply with relevant provisions such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, stock listing rules of Shenzhen Stock Exchange, articles of association and so on; This transaction meets the needs of the company’s operation and development, and there is no situation damaging the interests of the company and minority shareholders. The recommendation institution has no objection to this transaction.
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(there is no text on this page, which is the signature and seal page of the verification opinions on entrusted financial management with idle self owned funds in China Greatwall Securities Co.Ltd(002939) 2022) sponsor representative (signature):
Zhang Jie, Zhang Tao
date 0029
