Dongxing Securities Corporation Limited(601198)
Verification opinions on Sunwoda Electronic Co.Ltd(300207) and its subsidiaries using idle self owned funds for cash management
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) ” and “recommendation institution”) as the continuous supervision and recommendation institution of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) ” and “company”), in accordance with the administrative measures for recommendation business of securities issuance and listing and the Listing Rules of gem shares of Shenzhen Stock Exchange (revised in 2020) According to the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and other relevant provisions, the cash management of Sunwoda Electronic Co.Ltd(300207) and its subsidiaries using idle self owned funds has been carefully verified. The verification results are as follows:
1、 Basic information of cash management using idle self owned funds this time
1. Cash management purpose
In order to improve the use efficiency of idle funds and increase the return to shareholders, the company and its subsidiaries plan to conduct principal guaranteed cash management of idle self owned funds through banks, securities companies and other financial institutions to increase the company’s income without affecting the normal operation, ensuring the safety of funds and effectively controlling risks.
2. Limit and limitation of cash management
The company plans to use idle self owned funds of no more than 2 billion yuan (inclusive) for cash management. The validity period of the resolution is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above quota and period, the funds can be recycled and used.
3. Cash management varieties
The company and its subsidiaries conduct cash management through banks, securities companies and other financial institutions. The investment varieties of idle self owned funds are principal guaranteed products such as agreement deposits, structured deposits, large certificates of deposit and income certificates with high security, meeting principal preservation requirements and good liquidity.
4. Implementation mode
The company requests the general meeting of shareholders to authorize the chairman of the company to make specific decisions on the above investment within the above limit and period, and sign relevant cash management business contract documents, which shall be organized and implemented by the financial center of the company. 5. Information disclosure
The company will timely disclose the specific conditions of investment products in accordance with the relevant requirements of the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) and the Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines (revised in 2020).
2、 Investment risk and risk control measures
The above cash management products will be strictly screened and the risk is controllable. However, the financial market is greatly affected by the macro economy. It is not excluded that the investment is affected by market fluctuations. The company will intervene appropriately according to the economic situation and changes in the financial market to reduce the investment risk caused by market fluctuations. For possible investment risks, the company has formulated the following risk control measures:
1. The company strictly selects investment objects and selects cash management business cooperation with banks, securities companies and other financial institutions with good reputation, large scale and ability to ensure capital safety.
2. The financial department of the company shall establish an investment Sub Ledger, analyze and track the changes in the net value of products, if any risk factors that may affect the safety of the company’s funds are found through evaluation, and timely take corresponding measures to control investment risks.
3. The internal audit department of the company is responsible for auditing and supervising the use and custody of funds in the adopted cash management mode, and predicting and evaluating the possible risks according to the principle of prudence.
4. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.
3、 Impact on the company
The company adheres to standardized operation and uses idle self owned funds for cash management without affecting the normal operation of the company’s business, ensuring the safety of funds and effectively controlling risks. At the same time, it can improve the use efficiency of funds, obtain certain investment income and obtain more investment returns for the company’s shareholders. 4、 Relevant review and approval procedures
On January 19, 2022, the 23rd Meeting of the 5th board of directors and the 23rd Meeting of the 5th board of supervisors deliberated and adopted the proposal on cash management with idle self owned funds. The independent directors of the company have expressed their explicit consent to the proposal on cash management with idle self owned funds by the company and its subsidiaries.
The proposal can be implemented only after being deliberated and approved by the general meeting of shareholders.
5、 Opinions of independent directors
The independent directors unanimously believe that, without affecting the normal operation of the company and ensuring the safety of funds, the use of idle self owned funds for cash management is conducive to improving the use efficiency of the company’s self owned funds and increasing the company’s capital income on the premise of risk control, will not adversely affect the company’s business activities, is in line with the interests of the company, and will not damage the company and all shareholders, Especially the interests of minority shareholders. The decision-making procedure for this matter is legal and compliant. It is agreed that the company intends to use idle self owned funds of no more than 2 billion yuan (inclusive) for cash management.
6、 Opinions of the board of supervisors
The board of supervisors believes that the company’s use of idle self owned funds for cash management without affecting the normal operation and ensuring the safety of funds is conducive to improving the use efficiency of the company’s self owned funds and increasing the company’s capital income on the premise of risk control, will not adversely affect the company’s business activities, is in line with the interests of the company, and will not damage the company and all shareholders, Especially the interests of minority shareholders.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company and its subsidiaries’ plan to manage principal guaranteed cash through banks, securities companies and other financial institutions for some idle self owned funds has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their independent opinions. The proposal shall be submitted to the general meeting of shareholders of the company for deliberation and approval before implementation, Comply with the requirements of the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) and the Sunwoda Electronic Co.Ltd(300207) articles of association and other relevant provisions. The company and its subsidiaries use idle self owned funds for cash management without affecting the normal operation and ensuring the safety of funds, which is conducive to improving the use efficiency of the company’s self owned funds on the premise of risk control and in line with the interests of the company.
In conclusion, Dongxing Securities Corporation Limited(601198) has no objection to Sunwoda Electronic Co.Ltd(300207) and its subsidiaries’ use of idle self owned funds for cash management this time.
(there is no text on this page, which is the signature and seal page of Dongxing Securities Corporation Limited(601198) verification opinions on Sunwoda Electronic Co.Ltd(300207) and its subsidiaries using idle self owned funds for cash management)
Sponsor representative:
Zou Xiaoping, Yang Zhi
Dongxing Securities Corporation Limited(601198) mm / DD / yy
