Haitong Securities Company Limited(600837) verification opinions on Shenzhen Hongtao Group Co.Ltd(002325) changing the purpose of raised funds and permanently replenishing working capital
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) is the sponsor of Shenzhen Hongtao Group Co.Ltd(002325) (hereinafter referred to as “company”) to publicly issue convertible corporate bonds (hereinafter referred to as “convertible bonds”), According to the requirements of relevant laws and regulations such as the measures for the administration of 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 stock listing rules of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, etc, Carefully and prudently verified the company’s change in the purpose of raised funds and permanent replenishment of working capital. The specific verification is as follows:
1、 Overview of raised funds
(I) basic information of raised funds
With the approval of the reply on Approving the public issuance of convertible corporate bonds by Shenzhen Hongtao Decoration Co., Ltd. (zjxk [2016] No. 996) by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), and with the consent of Shenzhen Stock Exchange, the company publicly issued 12 million convertible corporate bonds to the public on July 29, 2016, The par value of each share is 100 yuan, the issue price of each is 100 yuan, and the total issue amount is 1.2 billion yuan.
The total amount of funds raised from the public offering of convertible bonds is RMB 120000000000. After deducting the issuance expenses such as underwriting and recommendation fees of RMB 1574006268, the net amount of funds raised is RMB 118425993732. All the above raised funds were deposited in the special account for raised funds of the company on August 4, 2016, and verified and confirmed by Ruihua Certified Public Accountants (special general partnership) with the capital verification report of “Ruihua zhuanshen Zi [2016] No. 48020002”.
(II) investment projects and balance of raised funds
According to the prospectus of Shenzhen Hongtao Decoration Co., Ltd. for public issuance of convertible corporate bonds, the total amount of funds raised by the company for this issuance of convertible corporate bonds shall not exceed 120 million yuan. After deducting the issuance expenses, the raised funds will be invested in the following projects. As of February 28, 2022, the project name and the savings of raised funds are as follows:
Unit: 10000 yuan
No. total accumulated balance of raised funds used for project raised funds
Amount of funds to be invested and raised (including interest income)
1. Online intelligent learning platform and
Education network construction project 7842599 540.008160064
2 vocational education cloud platform and large
Data center construction project 25 China High-Speed Railway Technology Co.Ltd(000008) 299701797969
3 R & D center and teacher training
Center construction project 1500000 240.191518596
Total 1184259990798911476629
As of February 28, 2022, the balance of funds raised by the company’s convertible bonds totaled 1147662900 yuan (including interest income). Among them, the company used 900 million yuan of raised funds to temporarily supplement working capital and 240 million yuan of idle raised funds for cash management. The approval is as follows:
1. Temporary replenishment of working capital with raised funds
On May 20, 2021, the company held the 16th meeting of the 5th board of directors and the 13th 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 would use idle raised funds of no more than 90 million yuan to temporarily supplement working capital for the operation and production related to the company’s main business, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors. On March 9, 2022, the company has returned the above raised funds to the special account for raised funds.
2. Cash management of raised funds
On March 10, 2021, the company held the 14th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors, deliberated and adopted the proposal on using idle raised funds for cash management. The board of directors and the board of supervisors agreed that the company would not affect the construction of investment projects and the use of raised funds, Use idle raised funds with a total amount of no more than RMB 24 million for cash management. The above amount of funds can be used on a rolling basis within 12 months from the date of deliberation by the board of directors.
As of March 9, 2022, the cash management balance of the company’s raised funds was 0.00 yuan.
(III) extension of investment projects with raised funds
On August 26, 2021, the company held the 19th meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors. The meeting deliberated and adopted the proposal on re demonstrating and continuing to implement the investment projects raised by convertible corporate bonds, It is agreed to extend the time for the investment project with raised funds to reach the expected usable state from August 31, 2021 to December 31, 2022.
2、 Original project plan and actual investment
Convertible bond raised investment projects include “online intelligent learning platform and education network construction project”, “vocational education cloud platform and big data center construction project”, “R & D center and teacher training center construction project”. As of February 28, 2022, the implementation of convertible bond raised investment projects is as follows:
Accumulated use of raised funds
No. project planned investment (10000 yuan of investment progress of raised funds originally expected to be completed) amount (10000 time)
(yuan)
1. Online intelligent learning platform and
Education network construction project 7842599 540.00 0.69% 202212.31
2 vocational education cloud platform and large
Data center construction project 25 China High-Speed Railway Technology Co.Ltd(000008) 29970 33.20% 202212.31
3 R & D center and teacher training
Center construction project 1500000 240.19 1.60% 202212.31
Total 11842599907989
(I) “online intelligent learning platform and education network construction project” plan and actual investment
The implementation subject of “online intelligent learning platform and education network construction project” is Shenzhen Hongtao Education Group Co., Ltd., a wholly-owned subsidiary of the company. The project is expected to be completed before December 31, 2022.
The investment amount of the raised funds is 7842599 million yuan. “Online intelligent learning platform and education network construction project” includes the construction of online intelligent learning platform and offline education network. Online intelligent learning platform mainly includes educational application system, including adaptive learning system, online learning content editing system, question bank management system, online homework system, online question answering system, online social system, remote live broadcasting system and news management system. Offline training outlets provide training environment and undertake various types of online education, internship, training and training.
As of February 28, 2022, the project has invested a total of 5.4 million yuan of raised funds, with an investment progress of 0.69%, which is mainly used for software and hardware investment, site leasing and other investment, and the remaining raised funds are 816064 million yuan (including interest income).
(II) plan and actual investment of “vocational education cloud platform and big data center construction project”
The implementation subject of “vocational education cloud platform and big data center construction project” is Shenzhen Hongtao Education Group Co., Ltd., a wholly-owned subsidiary of the company, which is expected to be completed on December 31, 2022. The investment amount of the raised funds is 250 million yuan, including capital expenditures such as software system construction and hardware investment. “Vocational education cloud platform and big data center construction project” aggregates various applications and management systems of vocational education, interconnects resources and data of various sectors of vocational education, carries out relevant services, and improves the operation and service capacity of online education platform.
As of February 28, 2022, the project has invested 82.997 million yuan of raised funds, with an investment progress of 33.20%, mainly for software and hardware investment, and the remaining raised funds are 1797969 million yuan (including interest income). (III) “R & D center and teacher training center construction project” plan and actual investment
The implementation subject of “R & D center and teacher training center construction project” is Shenzhen Hongtao Education Group Co., Ltd., a wholly-owned subsidiary of the company, which is expected to be completed on December 31, 2022. The investment amount of the raised funds is 150 million yuan. “R & D center and teacher training center construction project” includes R & D center and teacher training center. This project is mainly to attract talents to carry out vocational education research (teaching methods, o2o platform, proposition law, curriculum system, curriculum Gamification, etc.) and train and transport high-level teachers through renting venues (R & D and training centers), introducing equipment, and training.
As of February 28, 2022, the project has invested 2.4019 million yuan of raised funds, with an investment progress of 1.60%, mainly for software and hardware investment, and the remaining raised funds are 1518596 million yuan (including interest income). 3、 Reasons for changing the purpose of raised funds and permanently replenishing working capital
Since its establishment 37 years ago, the company has always adhered to building decoration as its main business. Under the guidance of boutique strategy and high-end market strategy, the company’s decoration business continues to lead the high-end public dress market. After years of development, the company has established a perfect architectural decoration management system, accumulated rich engineering decoration cases, and trained a large number of engineering construction decoration talents. In response to the national call to develop the integration of industry and education, in order to cultivate more industry talents, the company cut into the field of Vocational Education in 2015 and launched the dual business development strategy of “architectural decoration + vocational education”. With the frequent occurrence of policies in the field of vocational education and the introduction of favorable policies, the company issued convertible bonds in July 2016 to raise funds to invest in “online intelligent learning platform and education network construction project”, “vocational education cloud platform and big data center construction project” and “R & D center and teacher training center construction project”.
The above projects were established earlier. After the funds raised by convertible bonds were in place, the field of vocational education and training was greatly affected by relevant policies, and some qualification examinations were cancelled. Affected by this, the demand for vocational education and training fell. Based on the principle of prudence, the company postponed the implementation of raised investment projects. Since January 2020, covid-19 epidemic has continued to recur, and the company’s education and training offline business has been greatly affected by the epidemic. Led by the state, all localities and schools have built their own free online learning platforms, which has also affected the development of the company’s vocational education online training business.
Affected by industry policy changes, covid-19 epidemic and other factors, the company strategically focuses more on the development of the main business of architectural decoration. Over the years, relying on its comprehensive strength in design and construction, the company has created a large number of professional general contracting boutique projects represented by high-end hotels, including theatres, halls, hospitals, commerce and other business forms; The company is also an excellent decoration supplier for large enterprises such as Huawei and Tencent. Since 2018, the company has acquired two enterprises with grade I general contracting qualification for construction engineering and grade a qualification for engineering design and construction industry (Construction Engineering), which provides strong support for the realization of the integrated EPC operation mode of design and construction with complementary qualifications. After many engineering practices and summaries, the company has formed a set of effective EPC project management experience.
Significant changes have taken place in the real estate industry recently. Although the company has not been directly affected by the thunderstorm in the real estate industry, the ecological chain of the industry has been greatly impacted. The company’s architectural decoration business has been affected in the aspects of the owner’s selection of partners, the focus on capital, the adjustment of supplier payment mode and so on; At the same time, the state has strengthened the supervision of migrant workers’ wage payment, and the payment cycle of labor fees has also changed greatly. In order to adapt to the current industry changes and competitive situation, through this replenishment of working capital, on the one hand, we can obtain more and better quality projects, at the same time, we can strengthen the confidence of partners and complete the transformation of orders efficiently and quickly.
In the future, the company will continue to pay attention to and study the policy direction of vocational education, combined with the guidance on the integration of industry and education and the construction of digital industry platform in policy documents such as the guide for the construction of Modern Industrial College (for Trial Implementation) and the 14th five year plan for the development of digital economy, integrate the company’s vocational education resources, and make use of the achievements accumulated from the investment of early raised funds, Further promote “school enterprise cooperation” and “integration of industry and education”, explore the establishment of modern industrial colleges in the field of construction and engineering, cooperate to promote digital industrialization and industrial digitization, and promote the integration and innovation of digital technology, application scenarios and business models.
In view of the changes in the industrial policy and the company’s strategy, the project plan is no longer suitable for the company’s business development. At the same time, in order to improve the efficiency of fund use, the company needs to supplement business
