About Changgao Electric Group Co.Ltd(002452)
Verification opinions on using idle self owned funds for entrusted financial management
Everbright Securities Company Limited(601788) (hereinafter referred to as ” Everbright Securities Company Limited(601788) ” and “sponsor”) as the sponsor of Changgao Electric Group Co.Ltd(002452) (hereinafter referred to as ” Changgao Electric Group Co.Ltd(002452) ” or “company”) non-public offering of shares in 2021, according to the measures for the administration of securities issuance and listing sponsor business and the listing rules of Shenzhen Stock Exchange (revised in 2022) According to the provisions 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 entrusted financial management matters of Changgao Electric Group Co.Ltd(002452) using idle self owned funds have been carefully verified. The verification results are as follows: 1. Overview of entrusted financial management
1. Investment purpose
On the premise of ensuring the safety of funds, legal and compliance of operation and ensuring that the daily operation is not affected, the company and its subsidiaries use some idle self owned funds for entrusted financial management, which can improve the use efficiency of self owned funds, increase the income of cash assets and create greater return on investment for the company and shareholders.
2. Investment quota
The total amount of the company and its subsidiaries using some idle self owned funds for entrusted financial management shall not exceed RMB 300 million, of which the single purchase of entrusted financial products shall not exceed RMB 100 million. Within this limit, funds can be used on a rolling basis. The investment amount at any time point within the period (including the amount reinvested by relevant investment income) shall not exceed the investment amount, and the cumulative amount within the period shall not exceed 50% of the audited net assets of the company in the latest year. 3. Investment varieties
Entrusting commercial banks, trust companies, asset management companies, securities companies, fund companies, insurance companies and other financial institutions to conduct financial management, including bank financial products, trust plans of trust companies, asset management plans of asset management companies, various products issued by securities companies, fund companies and insurance companies.
4. Investment period
The term of entrusted financial management within the scope of investment quota is within 12 months from the date of deliberation and approval by the board of directors.
5. Source of funds
The company and its subsidiaries idle their own funds.
6. Implementation mode
The board of directors authorizes the management of the company to exercise the right of investment decision-making, and the authorization period is valid within 12 months from the date of deliberation and approval by the board of directors.
7. Investors: the company and its subsidiaries.
8. The company and its subsidiaries shall not be associated with financial institutions providing entrusted financial management.
9. Review procedure
The amount of entrusted financial management has been deliberated and approved at the 18th meeting of the Fifth Board of directors of the company. According to the articles of association and entrusted financial management system, the amount of entrusted financial management deliberated and approved this time is within the deliberation authority of the board of directors and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Risk analysis and risk control measures of entrusted financial management
(I) risk analysis
1. The investment scope of the company’s entrusted financial management is mainly financial management and financial products with controllable risk and high liquidity. The main risks include market fluctuation risk, systemic risk caused by changes in macroeconomic situation, monetary policy, fiscal policy, industrial policy and other macro policies, and related risks that may be caused by the operation errors of workers. 2. The company and its subsidiaries will intervene timely and appropriately according to the economic situation and changes in the financial market, and the actual income of entrusted financial management is uncertain. Please pay attention to investment risks.
(II) risk control measures
1. The company has formulated the entrusted financial management system, which regulates the entrusted financial investment decision-making and approval procedures, responsible departments and persons, information disclosure and internal information report, implementation inspection and supervision, and standardizes the company’s investment behavior.
2. The company arranges special personnel to be responsible for product analysis, evaluation suggestions and implementation tracking, and establishes a relatively perfect authorization and control system, which can make prudent decision-making and approval. During the investment period, once adverse factors are found or judged, the company will take corresponding measures in time to control the investment risk to the greatest extent and ensure the safety of funds. 3. The company and its subsidiaries choose qualified professional financial institutions with good credit and financial conditions, no bad credit records and strong profitability as the trustee, and sign a written contract with the trustee to clarify the amount, term, investment varieties, rights, obligations and legal liabilities of both parties.
4. The company’s internal audit is responsible for auditing and supervising the use and custody of entrusted financial management funds.
5. Independent directors and the board of supervisors have the right to conduct regular or irregular supervision and inspection on the use of financial funds, and can hire professional institutions to audit when necessary.
6. The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
3、 Impact on the company
The company and its subsidiaries adhere to the principles of standardized operation, risk prevention and prudent investment, and use some idle self owned funds for entrusted financial management, which will not affect the policy capital operation needs of the company and its subsidiaries and the normal development of the main business of the company and its subsidiaries. Through appropriate entrusted financial management, the use efficiency of idle self owned funds of the company and its subsidiaries can be improved, and a certain investment income can be obtained, which is in line with the interests of the company and all shareholders.
According to the accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 37 – presentation of financial instruments and other relevant provisions and guidelines of the Ministry of finance, the company conducts corresponding accounting treatment for the proposed financial investment business, reflecting the relevant items of the balance sheet and income statement.
4、 Relevant review procedures and review opinions
1. Opinions of the board of directors
The 18th meeting of the 5th board of directors of the company deliberated and approved the proposal on using some idle self owned funds for entrusted financial management. The company and its subsidiaries using some idle self owned funds for entrusted financial management can improve the use efficiency of idle self owned funds and increase cash income. The board of directors agreed to On the premise of ensuring that the daily operation is not affected, the company and its subsidiaries use some idle self owned funds for entrusted financial management, with a total amount of no more than 300 million yuan, including no more than 100 million yuan for a single purchase of entrusted financial products. Within this limit, the funds can be used on a rolling basis. In order to facilitate business development, the board of directors authorizes the management of the company to exercise the investment decision-making power. The validity period and authorization period of the business shall be valid for 12 months from the date when the proposal is considered and approved by the board of directors.
2. Opinions of independent directors
The company has sound internal control measures and systems, abundant funds and stable financial status. Without affecting the normal operation of the company and its subsidiaries, using idle self owned funds for entrusted financial management is conducive to improving the efficiency of fund use and promoting asset appreciation, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, The decision-making procedures comply with relevant laws and regulations and relevant systems of the company. All independent directors of the company agree that the company and its subsidiaries use some idle self owned funds for entrusted financial management on the premise of ensuring the safety of funds, the legal and compliance of operation and the daily operation.
3. Opinions of the board of supervisors
The 15th meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on using some idle self owned funds for entrusted financial management.
After review, the board of supervisors believes that the company and its subsidiaries are in good financial condition and have sound internal control system. On the basis of not affecting the normal operation of the company and its subsidiaries, using its own funds with a total amount of no more than 300 million yuan for entrusted financial management is conducive to improving the efficiency of fund use and in line with the interests of the company and all shareholders. The decision-making and deliberation procedures of this matter are legal and compliant. All supervisors unanimously agreed that the company and its subsidiaries use some idle self owned funds for entrusted financial management on the premise of ensuring the safety of funds, legal and compliance of operation and ensuring that the daily operation will not be affected.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the decision-making procedures of the company and its subsidiaries to use idle self owned funds of no more than 300 million yuan for entrusted financial management in the next year comply with the provisions of laws and regulations 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 and the articles of association. Under the condition of ensuring that the normal production and operation of the company are not affected, the use of idle self owned funds for entrusted financial management is conducive to improving the use efficiency and income of the company’s funds, and there is no damage to the interests of the company and minority shareholders. The matter was deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors expressed their explicit consent. The decision-making procedures performed by the company for entrusted financial management with idle own funds are legal and compliant.
(there is no text on this page, which is the signature page of Everbright Securities Company Limited(601788) verification opinions on Changgao Electric Group Co.Ltd(002452) using idle self owned funds for entrusted financial management)
Sponsor representative (signature):
Guo Huxiang, Mou Haixia
Everbright Securities Company Limited(601788) (seal) January 22, 2022
