China Securities Co.Ltd(601066)
About Dynagreen Environmental Protection Group Co.Ltd(601330) use of raised funds
Verification opinions on self raised funds of replacement projects invested with raised funds in advance
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” or “sponsor”) as the sponsor of Dynagreen Environmental Protection Group Co.Ltd(601330) (hereinafter referred to as ” Dynagreen Environmental Protection Group Co.Ltd(601330) ” or “company”), 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 funds raised by listed companies, and the stock listing rules of Shanghai Stock Exchange According to the requirements of the relevant documents of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the matters of Dynagreen Environmental Protection Group Co.Ltd(601330) using the raised funds to replace the self raised funds invested in the raised investment projects in advance have been carefully verified. The verification conditions and verification opinions are as follows: I. Basic information of the raised funds
Approved by the reply on approving Dynagreen Environmental Protection Group Co.Ltd(601330) public issuance of convertible corporate bonds (zjxk [2022] No. 132) of China Securities Regulatory Commission, the total face value of A-share convertible corporate bonds issued to the public is RMB 2.36 billion, and the net amount of raised funds after deducting the issuance expenses is about RMB 2.345 billion. On March 3, 2022, the funds raised from the public offering of convertible corporate bonds on March 3, 2022 have been received and verified by KPMG Huazhen Certified Public Accountants (special general partnership), and the capital verification report KPMG Huazhen Yan Zi No. 2200627 is issued. The company implements special account storage management for the raised funds. 2、 Investment projects committed to raising funds in issuance application documents
According to the company’s plan for public issuance of convertible corporate bonds and the prospectus, the funds raised in this issuance will be used for investment and construction of Dengfeng project, Enshi project, Shuozhou project, Wuhan phase II project, Huludao power generation project, supplementary working capital and repayment of bank loans after deducting the issuance expenses, as follows:
Unit: RMB 10000
No. project name total investment of the project and the amount of raised funds to be used
1 Dengfeng project 3992 Yihua Healthcare Co.Ltd(000150) 0000
2 Enshi project 69 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 000000
3 Shuozhou project 6 Shantou Dongfeng Printing Co.Ltd(601515) 4400000
4 Wuhan phase II project 69985004800000
5 Huludao power generation project 67471003200000
6. Supplement working capital and repay bank loans 57 Shenzhen Fountain Corporation(000005) 700000
Total 3693911523 Shanghai Pudong Development Bank Co.Ltd(600000)
3、 The company’s advance investment in projects funded by raised funds with self raised funds
Before the funds raised from this public offering of convertible bonds are in place, the company has invested five raised investment projects with self raised funds, which will be replaced in accordance with relevant regulations after the raised funds are in place. Verified by KPMG Huazhen Certified Public Accountants (special general partnership), the self raised capital investment of each project is as follows:
Unit: RMB 10000
Project name self raised funds pre investment amount actual investment time
Dengfeng project 1087739 July 24, 2021 – March 3, 2022
Enshi project 1428128 from July 24, 2021 to March 3, 2022
Shuozhou project 1460501 July 24, 2021 – March 3, 2022
Wuhan phase II project 724782 July 24, 2021 – March 3, 2022
Huludao power generation project 1412529 July 24, 2021 – March 3, 2022
Total 6113679
Therefore, it is proposed to use the raised funds of 611367900 yuan to replace the self raised funds invested in advance of 611367900 yuan. After the replacement, the remaining raised funds available for the five raised investment projects are 1178632100 yuan. The company uses the raised funds to replace the self raised funds that have been invested in the investment projects of the raised funds in advance, which meets the provisions on replacement within 6 months after the arrival of the raised funds.
4、 Approval and special opinions
The company’s use of the raised funds of RMB 611367900 to replace the self raised funds invested in the raised investment projects in advance has been deliberated and approved at the fifth meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors, and the independent directors of the company have expressed clear consent. The review procedures comply with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
KPMG Huazhen Certified Public Accountants (special general partnership) issued the verification report on Dynagreen Environmental Protection Group Co.Ltd(601330) pre investment of raised funds in investment projects with self raised funds (KPMG Huazhen zhuanzi No. 2200131). KPMG Huazhen Certified Public Accountants (special general partnership) believes that the disclosure in the special statement on investment projects with raised funds in advance prepared by Dynagreen Environmental Protection Group Co.Ltd(601330) board of directors as of March 3, 2022 is consistent with the actual situation.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Dynagreen Environmental Protection Group Co.Ltd(601330) using the raised funds to replace the self raised funds invested in the raised investment projects in advance has been deliberated and approved by the board of directors of the company, the board of supervisors and independent directors have issued explicit consent opinions, fulfilled the necessary approval procedures, and met the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) Relevant provisions such as the Listing Rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation; The company’s use of the raised funds to replace the self raised funds invested in the raised funds investment project in advance does not violate the relevant commitments of the raised funds investment project, does not affect the normal progress of the raised funds investment project, and there is no situation of changing the raised funds investment project in disguise and damaging the interests of shareholders.
In conclusion, the recommendation institution has no objection to Dynagreen Environmental Protection Group Co.Ltd(601330) using the raised funds to replace the self raised funds invested in the raised projects in advance.
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(there is no text on this page, which is the signature page of China Securities Co.Ltd(601066) verification opinions on Dynagreen Environmental Protection Group Co.Ltd(601330) using raised funds to replace self raised funds of pre invested projects with raised funds) signature of the sponsor representative:
Fang Chunjiang, Zhao Xu
China Securities Co.Ltd(601066) mm / DD / yyyy
