Securities code: 000883 securities abbreviation: Hubei Energy Group Co.Ltd(000883) Announcement No.: 2021-068 Hubei Energy Group Co.Ltd(000883)
Announcement on continuing to temporarily supplement working capital with idle raised funds
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Hubei Energy Group Co.Ltd(000883) (hereinafter referred to as the company, Hubei Energy Group Co.Ltd(000883) ) held the 15th meeting of the 9th board of directors and the 9th meeting of the 9th board of supervisors on December 31, 2021, deliberated and adopted the proposal on continuing to temporarily supplement working capital with idle raised funds, and agreed that the company would return all the last temporarily supplemented working capital to the corresponding special account for raised funds on schedule, Continue to use the idle raised funds of RMB 1350 million from non-public offering in 2015 to supplement the company’s working capital, with a service life of no more than 12 months, calculated from the specific use date after the approval of the board of directors. The details are as follows:
1、 Basic information of raised funds in 2015
Approved by the reply on approving Hubei Energy Group Co.Ltd(000883) non-public development of shares (zjxk [2015] No. 2904) of China Securities Regulatory Commission, the company privately issued 1158699808 RMB common shares (A shares) to specific objects at an issue price of 5.23 yuan per share. As of December 18, 2015, the company had actually issued 1158699808 RMB common shares (A shares), and the total amount of funds raised was 6060 million yuan. After deducting various issuance expenses, the net amount of funds actually raised was 6027184100 yuan. The availability of the above funds was verified by Daxin Certified Public Accountants (special general partnership) and a capital verification report of “Daxin Yan Zi [2015] No. 2-00124” was issued.
After deliberation and approval at the 8th meeting of the 8th board of directors of the company, all the funds raised in 2015 will be used for the construction of Hubei Huangshi Junshan wind farm project, the acquisition of 100% equity of Lichuan company, the acquisition of 100% equity of Tongcheng company, and the repayment of loans of Three Gorges finance company.
2、 Use of raised funds in 2015
In order to improve the use efficiency of raised funds and improve the benefits of idle raised funds, the company held the board of directors on January 8, 2016, April 27, 2016, January 10, 2017, January 11, 2018, December 28, 2018, January 9, 2020 and January 7, 2021 respectively, and deliberated and adopted the decision on using some idle raised funds to supplement the company’s working capital Proposals on purchasing principal guaranteed financial products (see Announcement No. 2016-006, 2016-012, 2017-004, 2018-005, 2018-054, 2020-007 and 2021-005 of the company for details).
As of November 30, 2021, the company has used a total of 6041.8787 million yuan of raised funds (including interest), and the balance of the special account for raised funds is 734700 yuan. Including: 4696.1537 million yuan of funds used for projects invested with raised funds, 1345.725 million yuan of temporary supplementary working funds, and III. supplement of working funds with some idle raised funds
Due to the rapid development of the company and the increase of investment projects, the demand for working capital is increasing. In order to fully improve the use efficiency of the company’s raised funds and reduce the company’s financial expenses, based on the principle of maximizing the interests of shareholders, in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the company’s management system for raised funds, In combination with the current use of the raised funds, the company plans to continue to use the idle raised funds of no more than 1350 million yuan for temporary replenishment of working capital, with a service life of no more than 12 months. The special account for the raised funds shall be returned at maturity from the specific use date after the approval of the board of directors. According to the central bank’s loan base interest rate in the same period (deducting the bank deposit interest rate in the same period), the idle raised funds to supplement working capital are expected to save about 36 million yuan of financial expenses.
The company’s short-term use of some idle raised funds to supplement working capital has not changed the investment direction of raised funds in a disguised manner, which will not affect the normal progress of investment projects with raised funds. The company promises not to use the raised funds for venture capital such as securities investment or provide financial assistance to others, and promises to return the raised funds at any time according to the construction needs of the raised funds project, which will not affect the normal progress of the investment plan of the raised funds project.
4、 Opinions of independent directors
In view of the continuous development and growth of the company’s business and the increasing demand for working capital, the company can improve the use efficiency of raised funds, reduce the company’s bank borrowings and reduce the company’s financial expenses by continuing to temporarily supplement working capital with idle raised funds, which is conducive to safeguarding the interests of shareholders.
The voting procedures of this proposal 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 company’s management system for raised funds, comply with the actual situation of the company’s project construction of raised funds, and there is no change in the investment direction of raised funds and damage to the interests of shareholders. As an independent director, it is agreed that the company will continue to use the idle raised funds of non-public offering shares of no more than 1350 million yuan to supplement working capital temporarily, and the service life shall not exceed 12 months.
5、 Opinions of the board of supervisors
The company has not used the raised funds for securities investment and other venture capital in the past 12 months, and promises that it will not use the idle raised funds for securities investment and other venture capital or provide financial assistance to others during the temporary replenishment of working capital. At the same time, it is promised that the funds will be returned to the special account for raised funds in time and in full after the maturity, or at any time according to the construction needs of the raised funds project, which will not affect the normal progress of the investment plan of the raised funds project.
The proposal was deliberated and adopted at the 15th meeting of the ninth board of directors of the company, and the independent directors and sponsors expressed their opinions. The voting 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 of listed companies and the company’s management system for raised funds. The content of the proposal is in line with the actual situation of the construction of raised funds of the company, There is no change in the investment direction of raised funds or damage to the interests of shareholders.
In view of the above reasons, the board of supervisors reviewed and agreed to continue to use the idle raised funds of RMB 1350 million to temporarily supplement the working capital. The service life shall not exceed 12 months, and the special account for raised funds shall be returned at maturity.
6、 Verification opinions of the recommendation institution
After verification, the co sponsor believes that: Hubei Energy Group Co.Ltd(000883) the matter of continuing to use idle raised funds to temporarily supplement working capital has been deliberated and approved by the board of directors of the company and reviewed by the board of supervisors. The independent directors have expressed their independent opinions and performed the necessary legal procedures, It complies with the relevant provisions of 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 (revised in 2020) and the guidelines for the operation of the regulations of listed companies of Shenzhen Stock Exchange (revised in 2020).
Hubei Energy Group Co.Ltd(000883) the continued use of idle raised funds to temporarily supplement working capital will not affect the normal progress of investment projects with raised funds, Hubei Energy Group Co.Ltd(000883) it is planned to continue to use the idle raised funds from non-public offering of shares in 2015 of no more than 1350 million yuan to temporarily supplement working capital, with a service life of no more than 12 months, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders. The co sponsors have no objection to Hubei Energy Group Co.Ltd(000883) the continued use of some idle raised funds to temporarily supplement working capital.
7、 Documents for future reference
1. Resolutions of the 15th meeting of the ninth board of directors of the company;
2. Independent opinions of independent directors on matters related to the 15th meeting of the ninth board of directors;
3. Resolutions of the ninth meeting of the ninth board of supervisors of the company;
4. Verification opinions of Huatai United Securities Co., Ltd., Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd. on Hubei Energy Group Co.Ltd(000883) continuing to temporarily supplement the company’s working capital with idle raised funds.
It is hereby announced.
Hubei Energy Group Co.Ltd(000883) board of directors December 31, 2021
