New era Securities Co., Ltd
Verification opinions on Gree Real Estate Co.Ltd(600185) terminating the implementation and handing over part of the investment projects with raised funds, and permanently replenishing the working capital with the recovered funds and the surplus raised funds
New era Securities Co., Ltd. (hereinafter referred to as “new era securities” or “sponsor”) as a sponsor of Gree Real Estate Co.Ltd(600185) (hereinafter referred to as ” Gree Real Estate Co.Ltd(600185) ” or “company”) non-public offering of shares, in accordance with the measures for the administration of securities issuance and listing sponsor business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies Relevant provisions such as self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation have verified the matters of permanently replenishing working capital with recovered funds and surplus raised funds after Gree Real Estate Co.Ltd(600185) terminates the implementation and transfers some raised funds for investment projects. The details are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Gree Real Estate Co.Ltd(600185) non-public Development Bank shares (zjxk [2016] No. 244) of China Securities Regulatory Commission, after the implementation of profit distribution and conversion of capital reserve into share capital in Gree Real Estate Co.Ltd(600185) 2015 and the adjustment of issuance quantity and price, the number of Gree Real Estate Co.Ltd(600185) non-public issuance of RMB common shares (A shares) was 442477876 on August 3, 2016, and the issuance price was 6.78 yuan / share, The total amount of raised funds is 29999999928 yuan. After deducting various issuance expenses, the net amount of raised funds is 293940752141 yuan. The raised funds were put in place on July 29, 2016. Zhitong Certified Public Accountants (special general partnership) conducted verification and issued the capital verification report (ztyz (2016) No. 110zc0498) on July 29, 2016.
All the funds raised will be used for the comprehensive renovation project of Xiangzhou port area, Zhuhai Hongwan central fishing port project, Zhuhai Gree Coast Yacht Club project and bank loan repayment project. The company and the banks where new era securities and the special account for raised funds are located, Hengqin sub branch of Zhuhai Rural Commercial Bank Co., Ltd., Zhuhai branch of Guangdong Nanyue Bank Co., Ltd., Zhuhai branch of Guangdong Huaxing Bank Co., Ltd. and Industrial And Commercial Bank Of China Limited(601398) Zhuhai Gongbei sub branch signed the tripartite supervision agreement on the storage of special account for raised funds, and signed the tripartite supervision agreement with Industrial And Commercial Bank Of China Limited(601398) Zhuhai Gongbei sub branch Zhuhai branch of Guangdong Nanyue Bank Co., Ltd. and Zhuhai branch of Guangdong Huaxing Bank Co., Ltd. signed the four party supervision agreement on the storage of special account for raised funds to clarify the rights and obligations of all parties. The company has stored the raised funds in the special account for raised funds opened by the above banks.
2、 Basic information of investment projects with raised funds
According to the company’s plan for non-public development of shares in 2015 (revised feedback), the total amount of funds to be raised in this non-public offering shall not exceed 300 million yuan (including 300 million yuan). The raised funds after deducting the issuance expenses will be invested in the following projects:
Unit: 100 million yuan
S / n project name estimated total investment of the project and the amount of raised funds to be used
1 Xiangzhou port area comprehensive renovation project 20.00 10.00
2 Zhuhai Hongwan central fishing port project 12.13 8.00
3 Zhuhai Gree Coast Yacht Club Project 4.38 3.00
4 repayment of bank loans 9.25 9.00
Total 45.76 30.00
(I) investment projects with raised funds
As of September 30, 2021, a total of 22780983 million yuan of raised funds had been invested (including 8997267 million yuan of bank loans repaid with raised funds), and 650 million yuan of working capital had been temporarily supplemented. The details are as follows:
Unit: 10000 yuan
No. project name proposed amount of raised funds actually used amount of raised funds
1 Xiangzhou port area comprehensive renovation project 100000003313438
2 Zhuhai Hongwan central fishing port project 80 Shenzhen Quanxinhao Co.Ltd(000007) 816463
3 Zhuhai Gree Coast Yacht Club project 30 China Vanke Co.Ltd(000002) 653814
4. Repayment of bank loan 90 China High-Speed Railway Technology Co.Ltd(000008) 997267
Total 300 China Vanke Co.Ltd(000002) 2780983
On April 29, 2019, the 57th meeting of the sixth board of directors and the 28th meeting of the sixth board of supervisors deliberated and approved the proposal on closing the projects invested with raised funds and permanently replenishing the surplus raised funds with working capital, which closed the two projects invested with raised funds, Zhuhai Hongwan central fishing port project and Zhuhai Gree Coast Yacht Club project, After the deliberation and approval of the general meeting of shareholders, the raised funds remaining in the two projects have been permanently supplemented with working capital.
(II) storage of raised funds
On March 25, 2021, the 16th meeting of the 7th board of directors and the 7th Meeting of the 7th board of supervisors deliberated and approved the proposal on continuing to use some idle raised funds to supplement working capital temporarily, and agreed that the company would continue to use the idle raised funds of 650 million yuan to supplement working capital temporarily. The service life should not exceed 12 months from the date of approval by the board of directors, and will be returned to the special account for raised funds of the company at the expiration of the time, Independent directors gave explicit consent, and new era securities issued special verification opinions on the matter.
As of September 30, 2021, the balance of the company’s fund-raising account was 4.1952 million yuan. The storage in each special fund-raising account is as follows:
Unit: 10000 yuan
Balance of deposit bank account No. on September 30, 2021
Industrial And Commercial Bank Of China Limited(601398) Zhuhai Gongbei sub branch 2 Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) 3291 Qiaoyin City Management Co.Ltd(002973) 450.09
Guangdong Huaxing Bank Co., Ltd. Zhuhai branch 8098801 Shahe Industrial Co.Ltd(000014) 0369.83
Hengqin sub branch of Zhuhai Rural Commercial Bank Co., Ltd. 80020 China High-Speed Railway Technology Co.Ltd(000008) 8435136.48
Guangdong Huaxing Bank Co., Ltd. Zhuhai branch 8098801 Shahe Industrial Co.Ltd(000014) 49343.12
Total – 419.52
Note: the company’s last temporary supplementary working capital of 650 million yuan has been returned to the special account for raised funds of the company on March 24, 2022.
3、 After the termination of the implementation and handover of some investment projects with raised funds, the recovered funds and surplus raised funds will permanently supplement the working capital
On October 30, 2020, the 14th meeting of the 7th board of directors and the 6th meeting of the 7th board of supervisors of the company deliberated and approved the proposal on terminating the implementation and transferring the raised capital investment projects, and agreed to terminate the follow-up construction of the “comprehensive rectification project of Xiangzhou port area” in the raised capital investment projects, And transfer it to Zhuhai Zhengfang Urban Construction Investment Co., Ltd., a subsidiary of Zhuhai Xiangzhou Zhengfang Holding Co., Ltd; The above proposal was deliberated and approved at the 2020 annual general meeting of shareholders of the company. New era securities issued special verification opinions on this matter. The total investment of Xiangzhou port area comprehensive renovation project is expected to be 2 million yuan, and the proposed investment of raised funds is 1 million yuan. As of September 30, 2021, a total of 3313438 million yuan has been invested.
Zhuhai Finance Bureau and Zhuhai Financial Investment Audit Center entrusted Dahua Certified Public Accountants (special general partnership) Zhuhai branch to conduct liquidation audit on the “Xiangzhou port area comprehensive improvement project” invested and constructed by Gree Real Estate Co.Ltd(600185) investment. The first batch of repurchase amount approved in the special audit report on the liquidation of Zhuhai Xiangzhou fishing port repurchase (the first batch) (dahuahe Zi [2020] No. 030393) issued by Dahua Certified Public Accountants (special general partnership) Zhuhai branch is 421346600 yuan; According to the special audit report on the liquidation of Zhuhai Xiangzhou fishing port repurchase (second batch) (dahuahe Zi [2021] No. 030416) issued by Zhuhai branch of Dahua Certified Public Accountants (special general partnership), the approved amount of the second batch of repurchase is 213690800 yuan. The above repurchase amount is 635037300 yuan in total, which has been settled and consists of actual investment cost (project expenditure, class II expenses, land acquisition and demolition funds), construction management fee, repurchase interest and reasonable profit, of which the actual investment cost is 475190900 yuan, including 331343800 yuan invested by raised funds.
In order to meet the needs of the company’s business development and improve the use efficiency of the raised funds, the company plans to permanently supplement the working capital with the recovered funds and surplus raised funds after the transfer of some raised funds for investment projects. The amount of permanent supplementary working capital is the corresponding repurchase amount and surplus raised capital of the investment project of the raised capital of the “Xiangzhou port area comprehensive improvement project” (the specific amount shall be subject to the actual transfer date).
The company’s main real estate business has the characteristics of large investment amount, long construction cycle and successive payment collection, and the company is in the transition period. With the continuous development of business, the company’s demand for funds is increasing. Increasing working capital will help meet the capital needs of the company’s business development.
4、 Review procedures and opinions on permanently replenishing working capital with recovered funds and surplus raised funds after terminating the implementation and transferring part of the investment projects with raised funds
(I) resolutions of the board of directors
On March 24, 2022, the 27th meeting of the seventh board of directors of the company deliberated and approved the proposal on permanently replenishing working capital with recovered capital and surplus raised capital after terminating the implementation and transferring some raised capital investment projects, and agreed that the company would permanently replenish working capital with recovered capital and surplus raised capital after terminating the implementation and transferring the comprehensive renovation project of Xiangzhou port area. For details, see the announcement of resolutions of the board of directors disclosed by the company on the same day.
(II) resolutions of the board of supervisors
The 13th meeting of the 7th board of supervisors of the company was held on March 24, 2022 to review the proposal on permanently replenishing working capital with recovered funds and surplus raised funds after terminating the implementation and transferring some investment projects with raised funds, and express the following opinions:
After the company terminates the implementation and transfers part of the investment projects with raised funds, it will permanently supplement the working capital with the recovered funds and surplus raised funds, which comply with the relevant provisions of the CSRC, such as 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 self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, and the measures for the management of Gree Real Estate Co.Ltd(600185) raised funds, It is conducive to safeguarding the interests of the company and investors.
This permanent replenishment of working capital is a prudent decision based on the principle of being responsible for the interests of the company and its shareholders and the actual operation of the company. There is no damage to the interests of the company’s shareholders and no violation of the relevant provisions on the use of raised funds in the CSRC, Shanghai stock exchange and the articles of association of the company. After the board of supervisors of the company agrees to terminate the implementation and transfer part of the investment projects with raised funds, it will permanently supplement the working capital with the recovered funds and surplus raised funds.
(III) opinions of independent directors
After the company terminates the implementation and transfers part of the investment projects with raised funds, it will recover the funds and permanently supplement the working capital with the surplus raised funds, which meets the relevant provisions of the CSRC, such as 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 self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, and the measures for the management of Gree Real Estate Co.Ltd(600185) raised funds, In line with the actual use of the raised funds.
The permanent replenishment of working capital does not harm the interests of shareholders. The decision-making procedures of the company comply with the relevant laws and regulations of the CSRC and Shanghai Stock Exchange on the use of the raised funds of listed companies and the relevant provisions of the articles of association of the company.
The directors agree to transfer the raised funds and supplement the working capital of the company after the implementation of the project.
