Huatai United Securities Co., Ltd
About Huarong Chemical Co., Ltd. using some idle self owned funds
Verification opinions on cash management of idle raised funds (including over raised funds)
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor”) is the sponsor of Huarong Chemical Co., Ltd. (hereinafter referred to as “Huarong chemical” or “company” or “listed company”) for initial public offering of shares and listing on the gem (hereinafter referred to as “this offering”), In accordance with 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock exchange No. 2 – standardized operation of GEM listed companies and other provisions, Huarong chemical has verified the cash management of some idle self owned funds and idle raised funds (including over raised funds). The verification conditions and verification opinions are as follows:
1、 Basic information of raised funds
(I) receipt of raised funds
Approved by Shenzhen Stock Exchange and registered with China Securities Regulatory Commission (zjxk [2022] No. 252), the company issued 120 million ordinary shares in RMB for the first time, with an issue price of 8.05 yuan per share, a total amount of 96 Shanghai Pudong Development Bank Co.Ltd(600000) 000 yuan of raised funds, and 6457774825 yuan of issuance expenses (excluding tax) deducted, The net amount of funds actually raised was 90142225175 yuan (including 40642225175 yuan of over raised funds). All the above funds were in place on March 16, 2022, which was verified by Sichuan Huaxin (Group) Certified Public Accountants (special general partnership), and the capital verification report (chhyy (2022) No. 0013) was issued on March 16, 2022.
The company has adopted the special account storage management for the raised funds in accordance with the regulations, and signed the tripartite supervision agreement for raised funds with the recommendation institution and the special account supervision bank.
(II) investment plan of raised funds
The raised funds of the company will be used for the following project investments:
Unit: 10000 yuan
No. project name total investment amount proposed to use raised capital investment amount
1. Risk reduction and transformation project (phase I) 11427151080000
2. Capacity expansion and technical transformation project of disinfection and sanitary products 11 Ping An Bank Co.Ltd(000001) 050000
3 Smart supply chain and smart factory platform project 13740391350000
4. Supplementary working capital 147 Shahe Industrial Co.Ltd(000014) 70000
Total 50867544950000
The part of the net funds raised by the company that exceeds the investment needs of the above projects is the over raised funds, and the over raised funds are 406422300 yuan.
At present, the company is orderly promoting the construction of investment projects with raised funds according to the use of raised funds. According to the actual construction progress of the project invested with raised funds, some of the raised funds (including over raised funds) will be idle in the short term. On the premise of not affecting the construction of investment projects with raised funds and the normal operation of the company, the company will make rational use of idle raised funds for cash management and improve the use efficiency of raised funds.
2、 The use of idle raised funds and self owned funds for cash management this time
1. Investment varieties
Short term financial products with low risk, good liquidity and high security include but are not limited to cash management products such as structured deposits, agreed deposits, call deposits, time deposits and large certificates of deposit. The term of investment products shall not exceed 12 months.
The above related product varieties do not involve high-risk investments such as securities investment and derivatives trading stipulated in the guidelines for self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
2. Investment quota and term
No more than RMB 120 million, of which the temporarily idle raised funds for cash management shall not exceed RMB 780 million. Within 12 months from the date of deliberation and approval by the general meeting of shareholders, within the above limit and validity period, the funds can be used on a rolling basis.
3. Implementation mode
After the approval of the general meeting of shareholders, the general manager of the company shall make investment decisions and sign relevant documents within the above quota and period, including but not limited to: selecting qualified professional financial institutions, clarifying the amount and period of cash management, selecting products / business varieties, signing contracts and other agreements. The specific matters shall be organized by the Finance Department of the company
4. Distribution of cash management income
The company will strictly supervise and manage the raised funds and the use of the excess cash contained in the raised funds in accordance with the requirements of the Shenzhen Securities Exchange.
5. Investment risk and risk control measures
(1) Investment risk
Although the company chooses short-term financial products with low investment risk and good liquidity, the financial market is greatly affected by the macro-economy, and it is not ruled out that the investment is affected by market fluctuations. In addition, the operation and monitoring risks of relevant staff are not excluded.
(2) Risk control measures
The company will strictly abide by the principle of prudent investment and choose low-risk investment varieties. It shall not be used for other securities investment, and shall not purchase bank financial products with stocks and their derivatives and unsecured bonds as the investment object.
The Finance Department of the company will timely analyze and track the investment direction of financial products. During the financing period of the above financial products, the company will maintain close contact with relevant financial institutions, timely track the operation of financial funds, strengthen risk control and supervision, and strictly control the safety of funds.
The Audit Department of the company shall conduct daily supervision on the use and custody of financial funds, and regularly audit and verify the use of financial funds.
The board of supervisors and independent directors of the company have the right to supervise and verify the use of funds, and can hire professional institutions to audit when necessary.
The company will timely perform the obligation of information disclosure in strict accordance with laws and regulations and relevant provisions of normative documents of Shenzhen Stock Exchange.
6. Impact on the company
The use of temporarily idle funds for cash management is carried out on the premise of ensuring that it does not affect the implementation and normal operation of the company’s investment plan with raised funds and effectively control the investment risk. It will not affect the development and construction process of the company’s investment projects with raised funds, the company’s main business and the interests of the company and shareholders. Through appropriate and timely cash management of idle funds, we can improve the use efficiency of funds and increase capital income.
7. Information disclosure
The company will timely perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange and will not change the purpose of the raised funds in a disguised form.
3、 Relevant review procedures and verification opinions
(I) deliberations of the board of directors
The company held the 12th meeting of the first board of directors on April 1, 2022, deliberated and adopted the proposal on cash management using some idle self owned funds and raised funds (including over raised funds), and agreed that the company would not affect the normal operation and the construction of investment projects with raised funds, Use its own funds and idle raised funds (including over raised funds) of no more than RMB 120 million for cash management, of which the temporarily idle raised funds for cash management shall not exceed RMB 780 million. The above quota is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders, and can be used on a rolling basis within the above quota and period. (II) opinions of the board of supervisors
The company held the seventh meeting of the first board of supervisors on April 1, 2022, and deliberated and adopted the proposal on cash management using some idle self owned funds and raised funds (including over raised funds). After deliberation, the board of supervisors believes that the company uses its own funds and idle raised funds (including over raised funds) of no more than RMB 120 million for cash management, of which the temporarily idle raised funds for cash management does not exceed RMB 780 million, which is conducive to improving the use efficiency of funds and increasing capital income. It will not conflict with the implementation plan of the investment project with raised funds, affect the normal progress of the investment project with raised funds, change the investment direction of the raised funds in a disguised form, and damage the interests of the company and all shareholders, especially the majority of minority shareholders; Therefore, the motion was unanimously agreed.
(III) opinions of independent directors
After review, the independent directors believe that under the condition of ensuring that the normal operation and the construction of investment projects with raised funds are not affected, the company’s cash management of some idle self owned funds and raised funds (including over raised funds) is conducive to improving the use efficiency of funds and increasing the investment income of the company, and there is no damage to the interests of the company and all shareholders. The decision-making and deliberation procedures of this matter are legal and compliant, Comply with the provisions of regulatory documents such as 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 on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) and the management system of raised funds of companies. Therefore, it is agreed that the company shall use its own funds and idle raised funds (including over raised funds) of no more than RMB 120 million for cash management, of which the temporarily idle raised funds for cash management shall not exceed RMB 780 million, and it is agreed to submit the proposal to the general meeting of shareholders for deliberation.
4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: the company uses its own funds and idle raised funds (including over raised funds) of no more than RMB 120 million for cash management, of which the temporarily idle raised funds for cash management of no more than RMB 780 million have been deliberated and approved by the board of directors and the board of supervisors, and the independent directors have expressed their consent. The matter needs to be submitted to the general meeting of shareholders for deliberation and approval, Comply with relevant laws and regulations. The company’s use of temporarily idle raised funds and its own funds for cash management complies with 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 of listed companies, and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business In accordance with the provisions of laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, there is no change in the use of raised funds in a disguised manner, which will not affect the normal progress of the investment plan of raised funds, and is in line with the interests of the company and all shareholders. The sponsor has no objection to the company’s use of its own funds and idle raised funds (including over raised funds) for cash management (including temporary idle raised funds for cash management of no more than 780 million yuan).
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