Securities code: Hunan Aihua Group Co.Ltd(603989) securities abbreviation: Hunan Aihua Group Co.Ltd(603989) Announcement No.: 2022031 convertible bond Code: 113504 convertible bond abbreviation: Aihua convertible bond
Hunan Aihua Group Co.Ltd(603989)
Announcement on using some idle raised funds to purchase financial products
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Investment quota: no more than 150 million yuan, and the funds within the above quota can be used on a rolling basis
Investment type: low risk and principal guaranteed financial products with a term of no more than 12 months
Investment period: 12 months after the deliberation and approval of the general meeting of shareholders
Deliberation procedure: on April 2, 2022, the company held the sixth meeting of the Fifth Board of directors and the sixth meeting of the Fifth Board of supervisors, respectively deliberated and adopted the proposal on using some idle raised funds to purchase financial products, and the independent directors issued written opinions. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval Hunan Aihua Group Co.Ltd(603989) (hereinafter referred to as “the company”) held the 6th meeting of the 5th board of directors and the 6th meeting of the 5th board of supervisors on April 2, 2022, deliberated and adopted the proposal on using some idle raised funds to purchase financial products. In order to improve the use efficiency of funds and make rational use of idle raised funds, without affecting the normal implementation progress of the company’s fund-raising projects, it is agreed that the company will use idle raised funds with a total amount of no more than 150 million yuan to purchase low-risk and principal guaranteed financial products with a period of no more than 12 months, which will be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Within the validity period of the above quota and resolution, the funds can be used on a rolling basis. The details are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Hunan Aihua Group Co.Ltd(603989) public issuance of convertible corporate bonds (zjxk [2017] No. 2350) of China Securities Regulatory Commission, the company publicly issued 6910000 convertible corporate bonds (hereinafter referred to as “convertible bonds”) to the public on March 2, 2018, with an issue price of 100 yuan / piece, a total raised capital of 69100000000 yuan and a term of 6 years, After deducting the issuance expenses of 1393028302 yuan, the net amount of funds actually raised by the company was 67706971698 yuan
The above raised funds were all in place on March 8, 2018. The company has opened a special account for the raised funds as required, and signed a supervision agreement on the raised funds with the sponsor and the bank storing the raised funds. Tianzhi International Certified Public Accountants (special general partnership) verified the availability of funds raised by the company’s convertible corporate bonds on March 12, 2018, and issued the capital verification report (Tianzhi Zi [2018] No. 8274).
For details of the deposit and actual use of the company’s raised funds in 20212023, please refer to the “professional assurance report of the company for the year of 20212021” and the “professional assurance report of the company’s raised funds” issued by the “general accounting firm for the year of 20212023”.
2、 Basic information of using some idle raised funds to purchase financial products this time
(I) investment purpose
In order to further improve the use efficiency of funds, make rational use of idle raised funds, use idle raised funds to purchase financial products with high safety, good liquidity, low risk and meeting the capital preservation requirements, maintain and increase the value of the company’s funds and safeguard the interests of the company’s shareholders without affecting the normal progress of the company’s investment projects and the development of its main business and ensuring the safety of the raised funds.
(II) investment quota
The company plans to conduct cash management on idle raised funds with a total amount of no more than 150 million yuan for the purchase of principal guaranteed financial products. Within the above limit, the funds for purchasing principal guaranteed financial products can be used on a rolling basis.
(III) variety of financial products
In order to control risks, financial products are issued by banks, securities companies, trust companies and other financial institutions that can provide breakeven commitments. The varieties of investment are financial products with high security, good liquidity and principal guarantee, and the agreed period of time shall not exceed 12 months.
(IV) investment period
Valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
(V) specific implementation mode
Within the scope of the investment quota authorized by the general meeting of shareholders of the company, the chairman shall exercise the investment decision-making power and sign relevant contract documents, which shall be organized and implemented by the person in charge of finance.
The financial products purchased by the company shall not be used for pledge, and the special settlement account for products shall not be used for non raised funds or other purposes. If the special settlement account for products is opened or cancelled, the company will timely report to Shanghai stock exchange for filing and announcement.
(VI) information disclosure
The company will perform the obligation of information disclosure after each purchase of financial products, including the amount, term and income of the purchase of financial products.
(VII) description of association relationship
The company and the issuer of financial products shall not be associated.
3、 Risk control
The company purchases low-risk and principal guaranteed financial products with a term of no more than 12 months, and the risk is controllable. In accordance with the principle of separating decision-making, implementation and supervision functions, the company establishes and improves the approval and implementation procedures for the purchase of financial products, effectively carries out and standardizes the purchase of financial products, and ensures the safety of financial funds. The specific measures to be taken are as follows:
1. The relevant personnel of the company’s financial department will timely analyze and track the investment direction of financial products and the progress of the project. If the evaluation finds that there are risk factors that may affect the safety of the company’s funds, they will take corresponding measures in time to control financial risks.
2. The Audit Department of the company is responsible for auditing and supervising the use and custody of financial funds.
3. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
4. The financial department of the company must establish a standing book to manage the purchased financial products, establish and improve the accounting accounts, and do a good job in the accounting of the use of funds.
5. The investment participants of the company shall have the obligation of confidentiality and shall not disclose relevant information to any third party. The investment participants and other informed personnel of the company shall not invest in the same financial products as the company.
6. Implement post separation operation: separate posts for investment business approval, fund entry and transfer out, Trading (subscription and Redemption).
7. The company will disclose the investment of principal guaranteed financial products and the corresponding profits and losses during the reporting period in the regular report in accordance with the relevant provisions of Shanghai Stock Exchange.
4、 Impact on the company
On the premise of ensuring the construction progress and capital safety of the raised investment project, the company carries out principal guaranteed investment and financial management business with idle raised funds. Through principal guaranteed short-term financial management, the company can obtain certain investment income, improve the overall performance level of the company and seek more investment returns for the shareholders of the company.
5、 Relevant review and approval procedures
The sixth meeting of the Fifth Board of directors and the sixth meeting of the Fifth Board of supervisors of the company deliberated and approved the proposal on using some idle raised funds to purchase financial products, which needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
6、 Description of special opinions
(I) opinions of independent directors
On the premise of ensuring the safety of investment funds, the company’s use of some idle raised funds to purchase financial products is conducive to improving the use efficiency of raised funds and obtaining certain investment income, which will not affect the construction of raised funds and the use of raised funds, and is in line with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the management of raised funds of listed companies. The deliberation and decision-making procedures of this matter comply with the provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association, and will not have an adverse impact on the production and operation of the company, nor will it damage the interests of all shareholders, especially small and medium-sized investors. We agree to the motion.
(II) opinions of the board of supervisors
The board of supervisors believes that: without affecting the normal implementation progress of raised investment projects, the company can improve the efficiency of fund use and make rational use of idle raised funds by using idle raised funds of no more than 150 million yuan to purchase low-risk and principal guaranteed financial products with a period of no more than 12 months, which is in line with the interests of the company and all shareholders, and the relevant approval procedures are in line with the provisions of laws and regulations. The board of supervisors expressed no objection.
(III) opinions of the recommendation institution
After verification, the recommendation institution believes that:
1. The company’s purchase of principal guaranteed financial products with some idle raised funds has been deliberated and approved by the board of directors of the company, and the independent directors and the board of supervisors have expressed their explicit consent. It can be implemented only after it is submitted to the general meeting of shareholders for deliberation and approval, which is in line with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange The provisions of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies (revised in 2022), the measures for the management of funds raised by listed companies of Shanghai Stock Exchange (revised in 2013);
2. The company’s use of some idle raised funds to purchase principal guaranteed financial products this time 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 does not change the raised funds investment project in a disguised manner and damage the interests of shareholders;
3. On the premise of ensuring the normal operation and capital demand of the company and not affecting the normal progress of the investment plan of raised funds, the company uses some idle raised funds to purchase principal guaranteed financial products, which can improve the efficiency of fund use and obtain certain income, which is in line with the interests of the company and all shareholders.
In conclusion, the recommendation institution has no objection to the company’s plan to use some idle raised funds to purchase financial products this time.
It is hereby announced.
Hunan Aihua Group Co.Ltd(603989) board of directors
April 6, 2022
