I. Investment overview
1. Investment purpose: to improve the efficiency and profit of using idle funds.
2. Investment quota: The amount of use shall not exceed RMB 100 million to invest in bank-guaranteed wealth management products and this new low-risk investment product. Within the above quota, funds can be used in a roll.
3. Investment targets: trading of bonds issued by short-term bank-guaranteed wealth management products, money market funds, inter-bank and stock exchanges, bond pledged repo and other fixed-income entrusted wealth management products.
4. Source of funds: The company has its own idle funds. The company promises not to use raised funds, over-raised funds and bank loans.
2. Investment risk analysis and risk control measures
1. Investment risk
(1) Although the company's investment and wealth management mainly invests in low-risk fixed-income products, the company has fully estimated and measured the risks and benefits of investment and wealth management, as well as future capital needs, but the financial market is greatly affected by the macro economy. Does not rule out that investment and financial management are affected by market fluctuations;
(2) Operational risks of relevant staff.
2. For investment risks, the proposed measures are as follows:
(1) The company conducts preliminary research and feasibility demonstration of investment and wealth management products, and intervenes according to the economic situation and changes in the financial market in a timely and appropriate manner to prevent the company's investment risks and ensure the safe and effective appreciation of investment funds.
(2) The company will strictly follow the “Investment and Financial Management System†and other relevant laws and regulations to make decision-making, implementation, inspection and supervision, ensure the standardized operation of its own idle capital investment, strictly control the security of funds, and regularly report the investment to the board of directors. Reporting, strictly fulfilling the obligation of information disclosure in regular reports.
Third, the impact on the company
1. The company's use of idle self-owned funds to purchase low-risk investment wealth management products is implemented on the premise of ensuring the company's daily operations and capital security. It does not affect the normal turnover of the company's daily funds and will not affect the normal development of the company's main business.
2. By conducting moderate low-risk investment and wealth management, the efficiency of capital use can be improved, certain investment benefits can be obtained, the overall performance level of the company can be further improved, and more investment returns can be obtained for the company's shareholders.
3. The company has not used the raised funds to supplement the working capital in the past 12 months, and the company promised not to use the raised funds to supplement the working capital in the next 12 months.
4. Opinions of independent directors and board of supervisors
1. Independent directors' opinions
The independent directors carefully reviewed the company's "Proposal on Increasing the Investment Range of Owned Idle Funds" and issued the following opinions:
The company is currently operating well and has a sound financial position. In order to improve the efficiency of the company's own idle funds and increase revenue, it will increase the investment in its own idle funds under the premise of ensuring the company's daily operations and R&D, production and construction needs. Risk varieties, using their own idle funds to properly invest, in line with the company's interests, there is no harm to the company and all shareholders, especially the interests of small and medium shareholders. As an independent director, we agreed and agreed to authorize the company's management to implement the relevant matters.
2. Comments of the Board of Supervisors
In view of the fact that the short-term wealth management products of banks and non-bank financial institutions have a good return rate, and the company has a good business operation and a sound financial position, it has relatively abundant funds and an effective internal control system to protect the company's daily operation and operation, research and development, production and construction funds. In the case of demand, appropriately expanding the investment scope of low-risk products is conducive to improving the efficiency and benefits of the use of idle funds, in line with the company's interests, and there is no harm to the interests of the company and minority shareholders.
We agree that the company will add the following low-risk varieties to its own investment in idle funds: money market funds, inter-bank and stock exchange market bond sales, bond pledged repo and fixed income trust products.
V. Sponsorship
Guotai Junan Securities carefully checked the company's proposal on increasing the scope of investment in its own idle funds, the resolutions of the board of directors, the resolutions of the board of supervisors and the opinions of independent directors, etc., and issued the following independent sponsorship opinions:
1. The above procedures are in compliance with the procedures.
(1) The above proposal on increasing the investment scope of its own idle funds was reviewed and approved by the company at the 14th meeting of the second board of directors held on July 3, 2013;
(2) The above proposal on increasing the investment scope of its own idle funds was reviewed and approved by the 13th meeting of the second board of supervisors held by the company on July 3, 2013;
(3) The independent director of the company expresses independent opinions on the above matters and agrees with the decision of the board of directors of the company;
(4) The above-mentioned investment approval procedures are in compliance with the “Regulations of Henan Sifangda Superhard Materials Co., Ltd.†and the “Guidelines for the Standard Operation of Listed Companies of the Shenzhen Stock Exchangeâ€.
2. The above matters are in the interest of the company and all shareholders.
(1) The internal control system is relatively perfect, the internal control measures and systems are sound, and the financial security can be guaranteed.
(2) On the basis of ensuring the normal operation of the company and the safety of funds, appropriately expanding the investment scope of low-risk products is conducive to improving the efficiency and benefits of the use of idle funds.
In summary, Guotai Junan Securities has no objection to the above proposal on increasing the scope of investment in its own idle funds.
(This page has no text, which is the signature and stamp page of Guotai Junan Securities Co., Ltd. on Henan Sifangda Superhard Materials Co., Ltd. to increase the investment scope of its own idle funds.)
Sponsor: Yuan Huagang Hu Yaofei
Guotai Junan Securities Co., Ltd.
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