Guotai Junan Securities Co.Ltd(601211) about Dayu Water-Saving Group Co.Ltd(300021)
Verification opinions on temporarily replenishing working capital with some idle raised funds
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) " or "sponsor") as the sponsor of Dayu Water-Saving Group Co.Ltd(300021) (hereinafter referred to as " Dayu Water-Saving Group Co.Ltd(300021) " or "company") in the continuous supervision stage of public issuance of convertible corporate bonds in 2020 and issuance of shares to specific objects by simple procedures in 2022, in accordance with the administrative measures for securities issuance and listing recommendation business The guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, etc, A prudent due diligence investigation has been conducted on the matters that Dayu Water-Saving Group Co.Ltd(300021) plans to use some idle raised funds to supplement working capital temporarily. The specific verification results are as follows:
1、 Basic information of raised funds
(I) basic information of funds raised by public issuance of convertible corporate bonds
Approved by the reply on approving Dayu Water-Saving Group Co.Ltd(300021) public issuance of convertible corporate bonds (zjxk [2020] No. 1245) of the China Securities Regulatory Commission, Dayu Water-Saving Group Co.Ltd(300021) (hereinafter referred to as "the company") publicly issued 6.38 million convertible corporate bonds (hereinafter referred to as "convertible bonds") to the public at an issue price of 100 yuan each, The total amount of raised funds is 63800000000 yuan. After deducting the issuance expenses related to the issuance of convertible bonds of 1327905661 yuan (excluding tax), the net amount of raised funds is 62472094339 yuan. All the funds raised in this offering have arrived on August 3, 2020. Lixin Accounting firm (special general partnership) has verified the availability of funds in this offering and issued the verification report on the net amount of funds raised by Dayu Water-Saving Group Co.Ltd(300021) public issuance of convertible corporate bonds (xksbz [2020] No. zg11712). The company has adopted a special account storage system for the raised funds, and all the raised funds have been deposited in the opened special account for raised funds after they are received. At the same time, the company has signed the tripartite supervision agreement on the storage of special account for raised funds with the recommendation institution and the deposit Bank of raised funds. (II) basic information of raising funds by issuing shares to specific objects through simple procedures in 2021
With the approval of the reply on approving Dayu Water-Saving Group Co.Ltd(300021) to issue shares to specific objects for registration (zjxk [2022] No. 325) issued by China Securities Regulatory Commission, the company issued 58593750 shares to specific objects in 2021 in a simple procedure, with an issue price of 5.12 yuan / share and a total raised capital of 30000000 yuan, After deducting the issuance expenses of 947037735 yuan (excluding value-added tax) related to the issuance of shares to specific objects, the net amount of funds raised by the company this time is 29052962265 yuan. The availability of the above raised funds has been verified by Lixin Accounting firm (special general partnership) and issued the capital verification report of Dayu Water-Saving Group Co.Ltd(300021) issuing shares to specific objects through simple procedures (Xin Gong Shu Bao Zi No. zg10111). The company signed the tripartite supervision agreement on the special account storage of raised funds with the recommendation institution and the deposit bank of raised funds to manage the special account storage of raised funds.
2、 Basic information of investment projects with raised funds
(I) basic information of investment projects of publicly issuing convertible corporate bonds
According to the prospectus for the public offering of convertible corporate bonds on the gem disclosed by the company, the investment projects and use plans of the funds raised by the company's public offering of convertible corporate bonds are as follows:
Unit: 10000 yuan
No. project name total investment of the project to be invested in raised funds
1. Intelligent factory construction project of high-end water-saving irrigation products 28174012 Shanghai Pudong Development Bank Co.Ltd(600000)
2 construction project of modern agricultural operation service and science and technology R & D center 19370371880000
3. Supplementary working capital 19 Ping An Bank Co.Ltd(000001) 900000
Total 66544386380000
(II) basic information of investment projects by issuing shares to specific objects through simple procedures in 2021
According to the prospectus on the issuance of shares by gem to specific objects through simple procedures disclosed by the company, the investment projects and use plans of the raised funds in 2021 are as follows:
Unit: 10000 yuan
No. project name total investment of the project to be invested in raised funds
1 regional operation center and comprehensive service capacity improvement project 14606431275500
2 intelligent rural sewage treatment equipment, membrane separation device and supporting double 1352833824500 wall corrugated pipe production project
3. Replenish working capital and repay bank loans 9 China Baoan Group Co.Ltd(000009) 00000
Total 37134763000000
3、 Use of raised funds and idle reasons
(I) use of funds raised by public issuance of convertible corporate bonds
The proposal on using the raised funds to replace the self raised funds and paid issuance expenses of the raised investment projects in advance was adopted, and the company was agreed to use the raised funds to replace the self raised funds and paid issuance expenses of the raised investment projects in advance, with the replacement amount of RMB 6.4394 million.
Lixin Certified Public Accountants (special general partnership) verified the company's replacement and issued the special assurance report on the replacement of Dayu Water-Saving Group Co.Ltd(300021) raised funds (xksbz [2020] No. zg11943). The board of supervisors and independent directors of the company issued clear consent opinions, and the recommendation institution Guotai Junan Securities Co.Ltd(601211) issued verification opinions on agreeing to the replacement.
2. On December 14, 2020, the company held the 43rd (Interim) meeting of the 5th board of directors, deliberated and adopted the proposal on temporarily replenishing working capital with some idle raised funds, and the independent directors expressed their agreed independent opinions, It is agreed that the company will temporarily supplement the working capital by using part of the idle raised capital of no more than 100 million yuan without affecting the construction capital demand of the raised capital investment project, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors. At present, the temporary supplementary working capital of the above idle raised funds is still within the supplementary working capital period approved by the board of directors. Before the maturity date, the company will return this part of funds to the special account for raised funds in time and in full. On December 13, 2021, the company has returned all the above raised funds of 100 million yuan for temporary replenishment of working capital to the special account for raised funds.
3. On December 14, 2020, the company held the 43rd (Interim) meeting of the 5th board of directors, deliberated and approved the proposal on using some idle raised funds to purchase financial products, and the independent directors expressed their independent opinions and agreed that the company would not affect the normal progress of the investment projects with raised funds, The use of temporarily idle raised funds of no more than 200 million yuan to purchase financial products with high safety and good liquidity can be recycled and used within 12 months from the date of deliberation and approval by the board of directors and within the validity period of the above quota and resolution. As of the disclosure date of this announcement, the company has not purchased financial products within the consent period of the above matters.
4. On May 25, 2021, the company held the 53rd (Interim) meeting of the 5th board of directors, deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company should use some idle raised funds not more than 50 million yuan to temporarily supplement working capital, and the service life should not exceed 12 months from the date of deliberation and approval by the board of directors, Upon expiration, it will be returned to the special account for raised funds. At present, the temporary replenishment of working capital from the above idle raised funds is still within the replenishment period approved by the board of directors. Before the maturity date, the company will return this part of funds to the special account for raised funds in time and in full.
5. On September 24, 2021, the company held the 56th (Interim) meeting of the 5th board of directors and the 35th (Interim) meeting of the 5th board of supervisors, deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company should use some idle raised funds not exceeding 60 million yuan to temporarily supplement working capital, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for raised funds after expiration. At present, the temporary replenishment of working capital from the above idle raised funds is still within the replenishment period approved by the board of directors. Before the maturity date, the company will return this part of funds to the special account for raised funds in time and in full.
6. On December 24, 2021, the company held the 59th (Interim) meeting of the 5th board of directors and the 38th (Interim) meeting of the 5th board of supervisors, deliberated and approved the proposal on using part of the idle raised funds to temporarily supplement the working capital, and agreed that the company should use part of the idle raised funds not more than 100 million yuan to temporarily supplement the working capital, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for raised funds after expiration.
(II) use of funds raised by issuing shares to specific objects through simple procedures in 2021
On March 8, 2022, the company held the 62nd (Interim) meeting of the 5th board of directors and the 40th (Interim) meeting of the 5th board of supervisors, deliberated and approved the proposal on using some idle raised funds for cash management, and agreed that the company would not affect the normal progress of raised investment projects and effectively control risks, Use the temporarily idle raised funds of no more than 100 million yuan for cash management to purchase low-risk financial products with high security and good liquidity issued by commercial banks, securities companies and other financial institutions (including but not limited to time deposits, structured deposits, large amount insurance policies, fixed income certificates, reverse repurchase of national debt and investment products with guaranteed principal, etc.), The use period is 12 months from the date of deliberation and approval by the board of directors. Within the above quota and period, the funds can be recycled and used in a rolling manner.
(II) reasons for idle raised funds
As the construction of the project invested by the raised funds needs a certain period, the project funds will be gradually invested in stages and batches according to the actual progress of the project. It is expected that some of the raised funds will remain idle in the short term.
4、 Temporary replenishment of working capital with some idle raised funds this time
(I) amount and term of temporarily replenishing working capital with idle raised funds
In order to fully guarantee the production and operation of the company, improve the use efficiency of idle raised funds and reduce financial costs, on the premise of ensuring the capital demand for the construction of raised funds investment projects and the normal progress of raised funds investment projects, According to 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 management system of raised funds of companies, the company plans to use part of the idle raised funds of no more than 100 million yuan to temporarily supplement the working capital, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, When due, it will be returned to the special account for raised funds of the company.
(II) rationality and necessity of using idle raised funds to temporarily supplement working capital
In order to meet the needs of daily operation, improve the development speed of the company, improve the use efficiency of raised funds and reduce financial costs, according to relevant laws and regulations and the company's regulations, the company plans to use some idle raised funds of no more than 100 million yuan to temporarily supplement working capital, and the service life shall not exceed 12 months from the date of approval by the board of directors, When due, it will be returned to the special account for raised funds.
Based on the benchmark interest rate of one-year bank loan of 3.85% in the same period, it is estimated that the maximum financial cost can be saved is 3.85 million yuan / year. If the use progress of the raised funds is accelerated due to the needs of the investment projects with raised funds, the company will return them in advance in time to ensure the normal operation of the investment projects with raised funds.
5、 Relevant commitments to temporarily replenish working capital with idle raised funds
1. Before the expiration of the current replenishment of working capital, the company shall return the funds to the special account for raised funds in time;
2. The use of some idle raised funds to temporarily supplement working capital will not change or change the purpose of raised funds in a disguised form;
3. The use of some idle raised funds to temporarily supplement working capital will not affect the normal operation of the investment projects with raised funds; If the investment project of raised funds needs to be used due to the implementation progress, the company will return the funds to the special account of raised funds in time to ensure the normal operation of the investment project of raised funds;
4. The use of some idle raised funds to temporarily supplement working capital is limited to the production and operation related to the main business, and is not used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements. During the period of using idle raised funds to supplement working capital, the company will not make venture capital investment or provide financial assistance to objects other than holding subsidiaries. The company will strictly follow the policies, regulations and rules related to the management of raised funds
