Guotai Junan Securities Co.Ltd(601211) about Dayu Water-Saving Group Co.Ltd(300021)
Verification opinions on using some idle raised funds for cash management
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) " or "recommendation institution") as a recommendation institution for Dayu Water-Saving Group Co.Ltd(300021) (hereinafter referred to as " Dayu Water-Saving Group Co.Ltd(300021) " or "company") to publicly issue convertible bonds in 2020 and to issue shares to specific objects through simple procedures in 2022 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, Due diligence has been carried out on the matters that Dayu Water-Saving Group Co.Ltd(300021) plans to use some idle raised funds for cash management. The specific verification is 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 and idle reasons 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
As the construction of projects invested with raised funds needs a certain period and the funds need to be invested gradually in batches, some of the raised funds are idle. Under the premise that the use of the raised funds will not affect the actual use of the company's investment plan, the raised funds will be managed effectively, and the raised funds will not be affected.
(II) amount and term
The company plans to use the temporarily idle raised funds of no more than 100 million yuan for cash management. The use period is 12 months from the date of deliberation and approval by the board of directors. Within the above amount and period, the funds can be recycled and rolled. After the cash management of idle raised funds expires, it will be returned to the special account for raised funds in time.
(III) variety and scope of investment products
It is used 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 products shall not be used for pledge or investment for the purpose of securities investment. The special settlement account for products shall not deposit non raised funds or be used for other purposes. In addition, when using idle raised funds for cash management, the company will strictly abide by the relevant provisions of Shenzhen Stock Exchange on the management of raised funds of listed companies, and the invested products shall not violate the relevant provisions.
(IV) implementation mode
Within the limit, the board of directors authorizes the management of the company to exercise the investment decision-making power and sign relevant contract documents, including but not limited to: selecting the qualified issuer of financial products, clarifying the amount and period of financial products, selecting the variety of financial products, signing contracts and agreements, etc.
4、 Investment risk analysis and risk control measures
(I) investment risk
1. The financial products purchased by the company belong to the category of low-risk investment, but the financial market is affected by macro-economy, so it is not excluded that the investment is affected by market fluctuations.
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of the investment is unpredictable.
3. Operation and monitoring risks of relevant staff.
(II) for investment risks, the proposed measures are as follows:
1. The specific implementation by the management shall be approved by the chairman of the company and the chairman shall sign relevant contracts. The specific implementation department shall timely analyze and track the investment direction of financial products and the progress of the project. If it is found that there are risk factors that may affect the safety of the company's funds, it will take corresponding measures in time to control the investment risk. 2. The company will strictly abide by the principle of prudent investment and choose low-risk investment varieties. It shall not be used for other securities investment, nor for the purchase of bank financial products with stocks, their derivatives and unsecured bonds as the investment object.
3. The company will timely analyze and track the investment direction of financial products. During the financial management of the above financial products, the company will maintain close contact with relevant financial institutions, timely track the operation of financial funds, strengthen risk control and supervision, and strictly control the safety of funds.
4. The internal audit department of the company shall conduct daily supervision on the use and custody of financial funds, and regularly audit and verify the use of financial funds.
5. The board of supervisors and independent directors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
6. The company will timely disclose relevant information in accordance with the relevant provisions of Shenzhen Stock Exchange. 5、 The impact of using some idle raised funds for cash management on the company's daily operation
The company plans to use part of the temporarily idle raised funds for cash management on the premise of ensuring the normal construction of the company's investment projects with raised funds and the safety of the raised funds. There is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders. Through the timely cash management of the temporarily idle raised funds, we can obtain a certain investment income, improve the use efficiency of the company's funds and seek more investment returns for the company and shareholders.
6、 The approval procedures and relevant opinions for cash management using some idle raised funds this time
(I) deliberations of the board of directors
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 adopted the proposal on using some idle raised funds to temporarily supplement working capital, 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) independent directors express independent opinions
The independent directors of the company believe that the company's rational use of part of the temporarily idle raised funds for cash management will help to improve the efficiency and income of the company's fund use, there is no behavior of changing the purpose of the raised funds in a disguised form, does not affect the construction of the raised funds and the normal operation of the company, and is in line with the interests of the company and shareholders. The relevant examination and approval procedures comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the rules for the listing of shares on the gem of Shenzhen Stock Exchange, and there is no case that damages the interests of minority shareholders. Therefore, the independent directors unanimously agreed to the above cash management matters.
(III) deliberation of the board of supervisors
After review, the board of supervisors believes that the decision-making procedures of the company for cash management with temporarily idle raised funds comply with relevant regulations. On the premise of ensuring that the construction of raised funds projects is not affected, the use of idle raised funds of no more than 100 million yuan for cash management is conducive to improving the efficiency of fund use, There is no situation of changing the investment direction of the raised funds in a disguised form or damaging the interests of shareholders. The board of supervisors approved the company to use the temporarily idle raised funds for cash management.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Dayu Water-Saving Group Co.Ltd(300021) the use of temporarily idle raised funds for cash management has been deliberated and approved at the 62nd (Interim) meeting of the Fifth Board of directors and the 40th (Interim) meeting of the Fifth Board of supervisors of the company. The independent directors have issued clear consent opinions and need not be submitted to the general meeting of shareholders for deliberation. The company has fulfilled the approval procedures for investment decisions, and the approval procedures comply with relevant provisions such as 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. The recommendation institution agrees that the company will use the idle raised funds for cash management. (no text below)
(there is no text on this page, which is the signature and seal page of Guotai Junan Securities Co.Ltd(601211) opinions on Dayu Water-Saving Group Co.Ltd(300021) using some idle raised funds for cash management)
Sponsor representative:
Zhang Guiyang Xing Yongzhe
Guotai Junan Securities Co.Ltd(601211) March 9, 2022
