Huatai United Securities Co., Ltd., Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd
About Hubei Energy Group Co.Ltd(000883)
Verification opinions on permanently replenishing the surplus raised funds of raised investment projects with working capital
Huatai United Securities Co., Ltd. and Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (hereinafter referred to as the “recommendation agency”) are the recommendation agencies continuously supervised by Hubei Energy Group Co.Ltd(000883) (hereinafter referred to as ” Hubei Energy Group Co.Ltd(000883) ” or “the company”), In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the relevant provisions on the use of raised funds, the recommendation institution has carefully verified the matters that Hubei Energy Group Co.Ltd(000883) plans to permanently supplement the surplus raised funds of non-public offering and investment projects in 2015 with working capital, The verification opinions are as follows:
1、 Basic information of raised funds
With the approval of the “zjxk [2015] No. 2904” document of the China Securities Regulatory Commission, the company issued 1158699808 ordinary shares (A shares) in the form of non-public offering of shares, with an issue price of 5.23 yuan per share and a total raised capital of 6060 million yuan. After deducting 32815800 yuan of various issuance expenses, the actual net raised capital was 6027184100 yuan. All the above raised funds have been in place and verified by the capital verification report issued by Daxin certified public accountants Co., Ltd. “daxinyz [2015] No. 200124”.
2、 Investment use and savings of raised funds
(I) use of raised funds
As of February 28, 2022, the cumulative amount of funds raised by the company’s non-public offering of shares in 2015 totaled 60418405 million yuan, including 42135856 million yuan for the construction of projects invested by raising funds, 4825299 million yuan for the repayment of loans from the Three Gorges finance company, 1345725 million yuan for temporary supplementary working capital, and 7338 million yuan for the balance of the special account for non-public offering of shares in 2015.
The specific use of the raised funds is as follows:
Use of raised funds
Unit: 10000 yuan
No. item name opening bank and account No. total project financing amount accumulated actual closed or not temporary supplementary working capital amount account balance usage amount
1 new Tongcheng Company Hubei Tongcheng Huanglong 625 China International Marine Containers (Group) Co.Ltd(000039) 78559 yes
Shanshan wind farm project
New Macheng yanjiahe ground photovoltaic development Bank Of China Limited(601988) Wuhan provincial sub branch
2 power station project 80 Shenzhen Fountain Corporation(000005) 405847 is 6476700 0.91 business department (574268884331)
3. Newly built Hubei Jingmen Xianghe wind farm I 865 Shenzhen Sdg Information Co.Ltd(000070) 70434 yes
Phase I Project
4. Newly built Wuhan Wuhan East Lake High Technology Group Co.Ltd(600133) zone gas turbine heat 475 Oceanwide Holdings Co.Ltd(000046) 42731 yes
Cogeneration project
New Hubei Huangshi Junshan wind farm Industrial And Commercial Bank Of China Limited(601398) Wuhan Yuejiazui branch
5-way project 70 Shenzhen Fountain Corporation(000005) 932173 yes
Newly built caijiazhai wind farm in Macheng, Hubei Province
6420 Shenzhen Nanshan Power Co.Ltd(000037) 71128 is 1531500 0.79 phase I Project (320211361910001977
7 new Laohekou Hongshanzui ground photovoltaic 46 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 381385 yes
Power station project (5)
8. Repay the loan of Three Gorges finance company 4825299
9. Newly built Hubei Lichuan Qiyueshan shuanglufeng Bank Of Communications Co.Ltd(601328) Wuhan Xudong sub branch 12 Shenzhen Zhenye(Group)Co.Ltd(000006) 96700 is 504650 0.40 electric field project (42186218801880000)
No. item name opening bank and account No. total project financing amount accumulated actual closed or not temporary supplementary working capital amount account balance usage amount
921）
China Construction Bank Corporation(601939) Wuhan Liyuan sub branch
10 new Dawu triangle mountain wind farm project (4205018657570 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 200000 370.61 / 4200000 71.18 project 15)
Xinjian Lichuan Company Hubei Lichuan settled down Agricultural Bank Of China Limited(601288) Wuhan Wuchang sub branch
11ba wind farm project (170 Jiangsu Jingxue Insulation Technology Co.Ltd(301010) 40013328) 4287 Truking Technology Limited(300358) 2437 is 744400 0.10
12 acquisition of 100% equity of Lichuan company / 2582401/
13. Acquisition of 100% equity of Tongcheng company / 550.00/
Total 606 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 69611551345725 73.38
Note: 1 Before this non-public offering, Lichuan company and Tongcheng company were wholly-owned subsidiaries of the Three Gorges group. The Three Gorges group subscribed for the shares issued this time with assets and cash;
2. Dawu triangle Mountain project was terminated due to policy reasons.
3. The amount of temporary supplementary working capital and account balance include interest income.
3、 Main reasons for savings in raised funds of raised investment projects
In 2015, the company raised funds through non-public offering of shares to invest in the construction of Huangshi Junshan wind power, Jingmen Xianghe wind power phase I, Macheng caijiazhai wind power phase I, Qiyueshan Shuanglu wind power, Wuhan Wuhan East Lake High Technology Group Co.Ltd(600133) district gas turbine cogeneration project, Dawu triangle mountain wind power and other twelve projects, and repay the loans of the Three Gorges finance company. At present, except for the Dawu triangle mountain wind power project, which has been included in the ecological red line area due to the new local policies after approval, involving the policy restrictions of domestic water source, cultural and tourism resources and ecological protection, resulting in the impossibility of the project, the investment or engineering construction of other projects have been completed, and the final accounts audit of corresponding projects has been completed.
The main reasons for the savings of raised funds of completed raised investment projects are: during the construction and implementation of raised investment projects, the company used the raised funds carefully in strict accordance with the relevant provisions on the use of raised funds, saving part of the expenditure of raised funds; The purchase prices of raw materials and equipment of some projects have decreased, and the balance payment of some projects has not been paid, resulting in savings in project funds; At the same time, during the implementation of the project, the idle raised funds have generated a certain amount of interest income. 4、 Plan to permanently supplement the surplus funds of raised investment projects with working capital
In order to improve the use efficiency of the raised funds and reduce the company’s financial expenses, based on the principle of maximizing the interests of shareholders, the company plans to change the use of 416293900 yuan of the surplus funds of Dawu triangle Mountain project terminated due to policy reasons to permanently supplement the working capital, and 930164900 yuan of the surplus amount of other projects of the raised funds in 2015 to permanently supplement the working capital, That is, a total of 1346458800 yuan (including unpaid project balance, deposit interest, etc. and temporary supplementary working capital in 2022) will be permanently supplemented with working capital for production and operation related to the company’s main business. The relevant tripartite supervision agreement on raised funds signed by the company with the recommendation institution and the deposit bank of the special account for raised funds shall be terminated accordingly. Before the permanent replenishment of working capital, the temporary replenishment funds shall be returned to the special account for raised funds, and the unpaid balance of the project will be paid through the company’s own funds in the later stage.
5、 Impact of permanent replenishment of working capital on the company
The permanent replenishment of working capital with the surplus raised funds will be used for the production and operation related to the company’s main business, aiming to meet the company’s working capital needs, improve the use efficiency of raised funds, reduce financial costs, further improve the company’s profitability, safeguard the interests of listed companies and shareholders, and comply with the relevant provisions of laws and regulations. The company will use this part of the raised funds in strict accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock exchange and the company’s raised funds management system, and will not use the raised funds with permanent replenishment for high-risk investment.
6、 Relevant approval and approval procedures
1. The 17th meeting of the ninth board of directors of the company deliberated and adopted the proposal on permanently supplementing the company’s working capital with the surplus funds raised from non-public development banks in 2015. The board of directors of the company agreed to permanently supplement the working capital with the balance of RMB 1346458800 raised in 2015, and the final amount will be subject to the actual amount after bank settlement on the day of fund transfer out. Before permanent replenishment of working capital this time, the temporary replenishment funds shall be returned to the special account for raised funds. The matter will be further submitted to the general meeting of shareholders for deliberation.
2. The 11th meeting of the 9th board of supervisors of the company deliberated and adopted the proposal on permanently supplementing the company’s working capital with the surplus funds raised by non-public development banks in 2015. The board of supervisors of the company agreed to permanently supplement the working capital with the surplus raised funds.
3. Opinions of independent directors of the company
The independent directors of the company expressed their independent opinions and agreed that the company would permanently supplement the working capital of the company with the surplus raised funds. 7、 Opinions of the sponsor
After verification, the recommendation institution believes that:
1. The company has established a good internal control system and fund-raising management system, which have been effectively implemented. This time, the company will permanently supplement the working capital with the surplus raised funds of the non-public offering and investment projects in 2015, which complies with the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the relevant Provisions on the use of raised funds. There is no illegal use of raised funds and damage to the interests of the company and shareholders, especially small and medium-sized shareholders, It is conducive to improving the use efficiency of the raised funds, which is in line with the interests of the company and all shareholders.
2. The company’s permanent replenishment of working capital with the surplus raised funds of the raised investment project has been approved at the 17th meeting of the ninth board of directors of the company
