Citic Securities Company Limited(600030)
About Lihuayi Weiyuan Chemical Co.Ltd(600955)
Verification opinions on cash management using temporarily idle raised funds and self owned funds
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) as the sponsor of Lihuayi Weiyuan Chemical Co.Ltd(600955) (hereinafter referred to as ” Lihuayi Weiyuan Chemical Co.Ltd(600955) ” or “company”) for initial public offering of a shares, In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the guidelines for the self-discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, The matters of Lihuayi Weiyuan Chemical Co.Ltd(600955) using temporarily idle raised funds and self owned funds for cash management have been carefully verified. The specific verification conditions are as follows:
1、 Basic information of raised funds
The company has obtained the reply on approval of Lihuayi Weiyuan Chemical Co.Ltd(600955) initial public offering (zjxk [2021] No. 2737) issued by China Securities Regulatory Commission on August 20, 2021, and issued 137.5 million ordinary shares in RMB to the public, with a par value of 1 yuan and an issue price of 29.56 yuan / share. The total amount of funds raised from the public offering of shares was 4064.5 million yuan, after deducting the issuance expenses of 184564600 yuan (excluding value-added tax), the net amount of funds raised was 38799354 million yuan. The availability of the above raised funds has been verified by ShineWing Certified Public Accountants (special general partnership) and issued the capital verification report of Lihuayi Weiyuan Chemical Co.Ltd(600955) initial raised funds (xyzh / 2021jnaa20195). The company has stored the above-mentioned raised funds in a special account, and signed relevant regulatory agreements with the sponsor and the bank storing the raised funds. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on September 14, 2021 The announcement on the listing of Lihuayi Weiyuan Chemical Co.Ltd(600955) initial public offering of A-Shares disclosed.
2、 Basic information of investment projects with raised funds
The investment projects of the company’s raised funds and the use plan of the raised funds are as follows:
Unit: 10000 yuan
No. investment project of raised funds project investment plan simulation of the scale of raised funds
No. investment project of raised funds project investment plan simulation of the scale of raised funds
135000t / a phenol, acetone and isopropanol joint project 98892006480000
2. 100000 t / a high purity dimethyl carbonate project 53819005381900
3 R & D center project 803 Enn Natural Gas Co.Ltd(600803) 600
4 Shanghai Pudong Development Bank Co.Ltd(600000) T / a propane dehydrogenation and 400000 T / a high performance poly 522818 Shenzhen Leaguer Co.Ltd(002243) 3854 propylene project
5. Supplementary working capital 370 Shenzhen Nanshan Power Co.Ltd(000037) 00000
Total 7205650038799354
As of September 15, 2021, the actual investment amount of the company’s self owned funds invested in the projects invested with raised funds in advance is RMB 942314700, as follows:
Unit: 10000 yuan
No. total amount of self owned funds invested in the project invested by raised funds in advance and amount to be replaced
135000t / a phenol, acetone and isopropanol joint project 5458329
2. 100000 t / a high purity dimethyl carbonate project 889033889033
3 R & D center project 494.25
4 Shanghai Pudong Development Bank Co.Ltd(600000) T / a propane dehydrogenation and 400000 T / a high performance poly (3026360 propylene) project
Total 94231479423147
The total issuance expenses of the raised funds are 184564600 yuan (excluding tax). As of September 15, 2021, the issuance expenses paid by the company with self raised funds are 6.5151 million yuan, and the amount to be replaced by the company is 6.5151 million yuan. The details are as follows:
Unit: 10000 yuan
No. item amount excluding tax total amount of self raised funds invested in advance amount to be replaced
1 underwriting and recommendation fees 1613208 94.34 94.34
2 audit, capital verification and evaluation expenses 962.26 462.26 462.26
3 lawyer fees 702.83 37.74 37.74
4. Information disclosure fee and issuance fee 659.29 57.17 57.17
Total 1845646 651.51 651.51
3、 Basic information of cash management using idle raised funds and self owned funds this time
1. Purpose of cash management: in order to further improve the use efficiency of idle raised funds and self owned funds, increase the income of the company’s cash assets and maximize the interests of shareholders, the company plans to use idle raised funds and self owned funds on the premise of ensuring the implementation of investment projects with raised funds, not affecting the normal operation of the company and fully considering the company’s business development and controllable risks
2. Varieties of investment products of idle raised funds: purchase investment products with high security, good liquidity and guaranteed principal (including but not limited to agreed deposits, large amount certificates of deposit transferable at any time, structured deposits, etc.).
3. Varieties of self owned capital investment products: purchase investment products with high security and good liquidity (including but not limited to agreed deposits, large amount certificates of deposit that can be transferred at any time, structured deposits, financial products, etc.).
4. Investment quota and term: it is proposed to use idle raised funds with a maximum balance of no more than RMB 1.6 billion and self owned funds with a maximum balance of no more than RMB 2.9 billion for cash management. Among them, the investment term of cash management with raised funds shall not exceed 12 months and the investment term of cash management with self owned funds shall not exceed 36 months. Within the above limit, the funds can be recycled and used on a rolling basis. After the cash management of idle raised funds expires, the principal and income shall be returned to the special account for raised funds.
5. The period of validity of the resolution adopted by the general meeting of shareholders: 12 months from the date of deliberation.
6. Implementation method: the board of directors of the company authorizes the management and staff of the company to handle relevant matters and sign corresponding documents according to the actual situation. The specific matters shall be implemented by the financial department of the company.
7. Distribution of cash management income: the company uses part of the temporarily idle raised funds and its own funds for cash management, and the income obtained shall be owned by the company, and the funds shall be managed and used in strict accordance with the requirements of China Securities Regulatory Commission and Shanghai Stock Exchange on the regulatory measures for raised funds, The principal and income of the idle raised fund after the expiration of cash management will be returned to the special account for raised funds.
8. Information disclosure: the company will timely disclose the specific situation of the company’s cash management in accordance with the provisions of relevant laws and regulations, such as the stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies No. 1 – standardized operation, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies. 4、 Investment risk and risk control measures of cash management
For possible investment risks related to cash management, the company plans to take measures including: 1. When purchasing financial products, the company will choose investment products with good liquidity, high security and guaranteed principal (idle raised funds, excluding its own funds), of which the term of investment products purchased with idle raised funds shall not exceed 12 months, The term of investment products purchased with its own funds shall not exceed 36 months. Clarify the amount, term, investment type, rights, obligations and legal responsibilities of both parties of the investment products. 2. The financial department of the company shall establish an investment account and timely analyze and track the changes in the net value of products. 3. The company establishes idle fund management regulations, and the internal audit institution of the company is responsible for auditing and supervising the use and custody of funds purchased by the company for investment products. 4. 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.
5、 Impact on the daily operation of the company
The company uses some idle raised funds and self owned funds for cash management on the premise of ensuring the funds required by the company’s raised funds for investment projects and ensuring the safety of raised funds and the demand and safety of daily operating funds. It helps to improve the use efficiency of raised funds and self owned funds and does not affect the normal progress of raised funds projects, It will not affect the normal development of the company’s main business. Through the appropriate and timely cash management of temporarily idle raised funds and self owned funds, we can obtain a certain investment income, which is conducive to further improve the overall performance level of the company and seek more investment returns for the company and shareholders.
6、 Review procedure
The company held the seventh meeting of the second board of directors and the fourth meeting of the second board of supervisors on March 1, 2022, deliberated and approved the proposal on cash management with temporarily idle raised funds and self owned funds, and agreed that the company would use idle raised funds of no more than RMB 1.6 billion and self owned funds of no more than RMB 2.9 billion for cash management, And submitted to the 2021 annual general meeting of shareholders held on March 28, 2022 for deliberation. The independent directors of the company have expressed their independent opinions on the above matters.
7、 Opinions of independent directors and board of supervisors
1. Opinions of independent directors
The products invested by the company’s temporarily idle raised funds meet the capital preservation requirements, and its own funds purchase investment products with high safety and good liquidity. The company’s use of temporarily idle raised funds and its own funds for cash management will not affect the normal progress of the investment plan of raised funds, nor will it have a negative impact on the company’s main business, At the same time, it is conducive to improving the use efficiency of idle raised funds and self owned funds, and obtaining more investment returns for the company and shareholders, Comply with the relevant provisions of the stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies. To sum up, we agree that the company uses idle raised funds of no more than RMB 1.6 billion and its own funds of no more than RMB 2.9 billion for cash management, and agree to submit the matter to the general meeting of shareholders for deliberation.
2. Opinions of the board of supervisors
The products invested by the company’s temporarily idle raised funds meet the capital preservation requirements, and its own funds purchase investment products with high safety and good liquidity. The company’s use of temporarily idle raised funds and its own funds for cash management will not affect the normal progress of the investment plan of raised funds, nor will it have a negative impact on the company’s main business, At the same time, it is conducive to improve the use efficiency of idle raised funds and self owned funds, and obtain more investment returns for the company and shareholders. The board of supervisors approved the company to use idle raised funds of no more than RMB 1.6 billion and its own funds of no more than RMB 2.9 billion for cash management.
8、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the matters that the company plans to use temporarily idle raised funds and its own funds for cash management have been fulfilled
