China Securities Co.Ltd(601066)
About Dynagreen Environmental Protection Group Co.Ltd(601330)
Verification opinions on the use of raised funds to pay capital to the project company and provide loans for projects invested with raised funds
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 self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation and other relevant documents, the matters of Dynagreen Environmental Protection Group Co.Ltd(601330) using the raised funds to pay capital to the project company and provide loans for projects invested with raised funds have been carefully verified. The verification results 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 with raised funds
According to the company's plan for public issuance of convertible corporate bonds and the prospectus, the funds raised in this issuance
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 invested the raised investment projects with self raised funds in advance and paid the capital and provided loans this time
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.
The remaining raised funds used for the raised investment projects are 1178632100 yuan, and the company plans to allocate them to the special fund accounts of each raised investment project in the form of capital payment and loan, of which: the funds are allocated to each raised investment project in the form of capital payment to Enshi project and Wuhan phase II project, the interest of the wholly-owned project company (Dengfeng, Enshi and Wuhan phase II project) is zero, and the non wholly-owned project company (Shuozhou and Huludao power generation project), Interest is charged at the LPR interest rate for the same period. 4、 Basic information of the capital paid this time and the borrower
(I) Dengfeng project company
1. Company name: Dengfeng Dynagreen Environmental Protection Group Co.Ltd(601330) renewable energy Co., Ltd
2. Registered capital: 100 million yuan
3. Legal representative: Hao Jingli
4. Registered address: 300m north of chatinggou community, chatinggou village, Gaocheng Town, Dengfeng City, Henan Province
5. Ownership structure: the company holds 100%
6. Business scope: incineration of domestic and industrial waste; Use the waste heat generated by waste incineration for power generation; Using slag to produce environmental protection building materials for comprehensive utilization
7. Financial situation:
Unit: 10000 yuan
Time total assets net assets operating income net profit
202112.312021 49,388.52 12,418.56 36,210.44 2,018.10
year
(II) Enshi project company
1. Company name: Enshi Dynagreen Environmental Protection Group Co.Ltd(601330) renewable energy Co., Ltd
2. Registered capital: RMB 200 million
3. Legal representative: Zhang Wei
4. Registered address: No. 71, Daqiao Road, Enshi City, Hubei Province
5. Ownership structure: the company holds 100%
6. Business scope: biomass power generation; Urban garbage collection, transportation, treatment services and comprehensive utilization; Slag classification, processing and sales.
(if it involves licensed business projects, it can be operated only after obtaining the permission of relevant departments) 7. Financial situation:
Unit: 10000 yuan
Time total assets net assets operating income net profit
202112.312021 33,104.21 12,398.47 29,243.72 1,897.89
year
(III) Shuozhou project company
1. Company name: Shuozhou Lvdong Nanshan Environmental Energy Co., Ltd
2. Registered capital: 195 million yuan
3. Legal representative: Zhang Wei
4. Registered address: Village Committee of Zhangjiazui village, Shaliuhe Township, Shuocheng District, Shuozhou City (Sun Weili house)
5. Ownership structure: the company holds 98% and China Energy Construction Group Shanxi Electric Power Construction Co., Ltd. holds 2%
6. Business scope: incineration of domestic and industrial waste; Use the waste heat generated by waste incineration for power generation; Using slag to produce environmental protection building materials for comprehensive utilization. (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
7. Financial situation:
Unit: 10000 yuan
Time total assets net assets operating income net profit
202112.312021 46,148.35 21,788.50 33,169.97 2,288.50
year
(IV) Wuhan phase II project company
1. Company name: Wuhan Dynagreen Environmental Protection Group Co.Ltd(601330) renewable energy Co., Ltd
2. Registered capital: 27948428 million yuan
3. Legal representative: Hu Shengyong
4. Registered address: No. 18, Green Avenue, Wuhan Chemical Industry Zone
5. Ownership structure: the company holds 100%
6. Business scope: incineration of domestic and industrial waste, power generation by using the waste heat generated by incineration of waste, and comprehensive utilization of environmental protection building materials by using slag (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments)
7. Financial situation:
Unit: 10000 yuan
Time total assets net assets operating income net profit
202112.312021 58,098.69 47,967.52 9,616.34 3,855.36
year
Remarks: Wuhan Dynagreen Environmental Protection Group Co.Ltd(601330) renewable energy Co., Ltd. is the investment and operation entity of Wuhan phase I and phase II projects.
(V) Huludao power generation project company
1. Company name: Huludao Lvdong environmental protection Co., Ltd
2. Registered capital: RMB 1226575 million
3. Legal representative: Hao Jingli
4. Registered address: Hujin highway xin135, xinjiatun village, Tashan Township, Lianshan District, Huludao City, Liaoning Province
5. Ownership structure: the company holds 89.81%; Huludao urban construction and Transportation Group Co., Ltd. 10.19% 6. Business scope: waste incineration power generation; Slag treatment and utilization; Urban waste treatment services (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
7. Financial situation:
Unit: 10000 yuan
Time total assets net assets operating income net profit
202112.312021 40,944.88 13,318.75 29,237.28 1,874.37
year
5、 Purpose of capital payment and loan and its impact on the company
The company pays capital and provides loans to the above subsidiaries with raised funds based on the needs of promoting the construction of raised investment projects, which is conducive to reducing financial costs, in line with the arrangement of the use plan of raised funds, the use mode of raised funds is consistent with the disclosure of the issuance plan, in line with the requirements of relevant laws and regulations, and in line with the interests of the company and all shareholders. 6、 Review procedures and special opinions
The company's use of the raised funds to pay capital and provide loans to the project company to implement the raised investment project has been deliberated and approved by the fifth meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors. At the same time, all independent directors of the company have expressed clear consent to the matter. 7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Dynagreen Environmental Protection Group Co.Ltd(601330) using the raised funds to pay capital and provide loans to the project subsidiary 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 pay capital and provide loans to wholly-owned subsidiaries this time does not violate the relevant commitments of the investment projects with raised funds, does not affect the normal progress of the investment projects with raised funds, and does not change the investment projects with raised funds in a disguised manner and damage the interests of shareholders.
