Huaxi Securities Co.Ltd(002926)
About Haitian Water Group Co.Ltd(603759) some raised investment projects
Verification opinions on closing and permanently supplementing the surplus raised funds with working capital
Huaxi Securities Co.Ltd(002926) (hereinafter referred to as " Huaxi Securities Co.Ltd(002926) ") as the sponsor of initial public offering and listing of Haitian Water Group Co.Ltd(603759) (hereinafter referred to as "the company" or " Haitian Water Group Co.Ltd(603759) "), In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for self regulatory supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation, the stock listing rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), and the guidelines for self regulatory supervision of listed companies of Shanghai Stock Exchange No. 11 - continuous supervision, Checked the closing of Haitian Water Group Co.Ltd(603759) some raised investment projects and permanently supplemented the surplus raised funds with working capital, and expressed the following opinions:
1、 Basic information of raised funds
According to the reply on approving Haitian Water Group Co.Ltd(603759) initial public offering of shares (zjxk [2021] No. 22) issued by China Securities Regulatory Commission, the company issued 78 million RMB ordinary shares (A shares) in the initial public offering, with a par value of RMB 1.00 per share and an issue price of RMB 11.21 per share. The total amount of funds raised was RMB 874.38 million, after deducting the issuance expenses of RMB 733675 million (excluding tax), The net amount of raised funds is 801012500 yuan. The above raised funds have been verified by ShineWing Certified Public Accountants (special general partnership) and issued the capital verification report (xyzh / 2021cdaa60012). The company and its subsidiaries Pujiang Dahai water affairs Co., Ltd. and Yibin Cuiping Haitian water affairs Co., Ltd. have adopted special accounts for the raised funds in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the guidelines for the self regulatory supervision of listed companies on Shanghai Stock Exchange No. 11 - continuous supervision The supervision Bank of the special account for raised funds has signed a supervision agreement on the storage of the special account for raised funds.
2、 Investment and use of raised funds
(I) proposed investment of raised funds
According to the prospectus for Haitian Water Group Co.Ltd(603759) initial public offering and listing of shares, the company
No. project name project mode total investment raised capital investment
(10000 yuan) (10000 yuan)
1 Pujiang County sewage treatment plant and supporting pipe network construction project PPP 87035195800000
2. Sewage treatment plant and supporting pipe network project in Xiangbi Town, Cuiping District BOT 1275960710125 (phase I)
3 supplementary working capital - 1500000
Total 114794798010125
(II) actual use of raised funds
1. The use of raised funds to replace the self raised funds of the projects invested with raised funds in advance
On June 25, 2021, the company held the 20th meeting of the third board of directors and the 15th meeting of the third board of supervisors, deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the projects raised in advance, and agreed to use the raised funds of 891195 million yuan to replace the self raised funds invested in the projects raised in advance.
2. Temporary replenishment of working capital with raised funds
On April 19, 2021, the company held the 16th meeting of the third board of directors and the 12th meeting of the third board of supervisors, deliberated and approved the proposal on using part of idle raised funds to temporarily supplement working capital, and agreed that the company would use idle raised funds with a total amount of no more than 250 million yuan to temporarily supplement working capital for a period of no more than 12 months from the date of deliberation and approval by the board of directors.
On June 17, 2021, the company held the 19th meeting of the third board of directors and the 14th meeting of the third board of supervisors, deliberated and approved the proposal on using part of the idle raised funds to temporarily supplement the working capital, and agreed to use part of the idle raised funds to temporarily supplement the working capital of 50 million yuan, which shall not exceed 12 months from the date of deliberation and approval by the board of directors.
On January 6, 2022, the company returned 233.25 million yuan of idle raised funds used to temporarily supplement working capital to the special account for raised funds of the company in advance, and the remaining 66.75 million yuan of idle raised funds continued to temporarily supplement working capital.
On January 13, 2022, the company held the 26th meeting of the third board of directors and the 20th meeting of the third board of supervisors, deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed to use some idle raised funds to temporarily supplement working capital by 250 million yuan, with a period of no more than 12 months from the date of deliberation and approval of the board of directors.
3. Cash management with raised funds
The company held the 21st Meeting of the third board of directors and the 16th meeting of the third board of supervisors on August 13, 2021, deliberated and approved the proposal on using some idle raised funds for cash management, and agreed that the company would use the idle raised funds of no more than 100 million yuan (including the principal) to purchase financial products with high safety, good liquidity and guaranteed principal, The time limit shall not exceed 12 months from the date of deliberation and approval by the board of directors. Up to now, the amount used by the company to purchase financial products is 100 million yuan.
4. Changes of some raised investment projects
There is no change in the investment project of raised funds in the company.
3、 Information on the use of surplus raised funds for permanent replenishment of working capital
(I) savings of raised funds
As of April 10, 2022, the balance of surplus raised funds of the company's raised and invested project, the sewage treatment plant and supporting pipe network project in Xiangbi Town, Cuiping District (phase I), was 523345 million yuan (including the net amount of accumulated bank deposit interest received minus bank handling charges), as follows:
Unit: 10000 yuan
Accumulated use interest of raised funds and financing raised funds raised funds sequence item name investment amount raised funds income (deducting subsequent payable savings No. ① ② handling fee) amount ③ ④ ⑤
Sewage from Xiangbi Town, Cuiping District
1 treatment plant and supporting pipe network 710125 239.70 6.66163476523345 project (phase I)
Note: surplus raised funds ⑤ = ① - ② + ③ - ④. The actual surplus raised funds shall be subject to the balance of the special account on the day of fund transfer out deducting subsequent payables.
According to the letter on confirming the commercial operation of elephant trunk sewage treatment plant in Cuiping District (Cui Gong Guan Han [2021] No. 10) issued by Cuiping District Industrial Park Management Committee of Yibin City, the project has entered commercial operation. Considering that the project has been completed and entered into commercial operation, the government audit of the project still needs time, the payable amount of some project funds can only be determined after the government audit is completed according to the contract, and the payment period of some contract balance and quality assurance is long, the company will take the balance of the investment amount of the raised funds of the project after deducting the accumulated use of raised funds and subsequent payable amount as the surplus amount for permanent replenishment of working capital.
(II) reasons for the surplus of funds raised by some raised investment projects
1. During the implementation of the above-mentioned raised investment projects, the company strictly abides by the relevant provisions on the use of raised funds. Starting from the actual situation of the project, under the premise of ensuring the quality of the project in advance, and based on the principles of economy, rationality and effectiveness, the company strictly controls the project cost and expenditure, reasonably reduces the project implementation expenses and forms fund savings. The total planned investment of the sewage treatment plant and supporting pipe network project (phase I) in Xiangbi Town, Cuiping District of the company is 127596 million yuan. As of the date of issuance of this verification opinion, the project has been completed and put into commercial operation, and the actual investment amount is 1062622 million yuan.
2. The sewage treatment plant and supporting pipe network project (phase I) in Xiangbi Town, Cuiping District was included in the comprehensive treatment project of water environment in key river basins of the national development and Reform Commission. According to the notice on printing and distributing the management measures for investment plans in the central budget for comprehensive treatment of water environment in key river basins (fgdzg [2017] No. 2136) of the national development and Reform Commission, a special fund of 84.261 million yuan was received. According to the franchise agreement for the sewage treatment plant and supporting pipe network project in Xiangbi Town, Cuiping District on October 17, 2018 and the supplementary franchise agreement for the sewage treatment plant and supporting pipe network project in Xiangbi Town, Cuiping District on March 22, 2021, after the project is completed and accepted, the total investment audited by relevant government departments shall be deducted from the special funds paid for project construction at all levels, The remaining investment shall continue to be implemented in accordance with the terms agreed in the main contract.
(III) use plan of surplus raised funds to permanently supplement working capital and its impact on the company
In order to improve the use efficiency of the raised funds, the company plans to permanently supplement the working capital of 523345 million yuan (the actual amount is subject to the balance of the special account on the day of fund transfer out) for daily production, operation and business development. After the completion of the raised investment project and the permanent supplement of the surplus raised funds to the working capital, the company will continue to pay the contract balance of the transactions related to the raised investment project with the retained amount and its own funds.
The company will permanently supplement the working capital with the surplus raised funds for the production and operation activities related to the company's main business. The company uses the surplus raised funds to permanently supplement the working capital, which is conducive to improving the use efficiency of funds, reducing the company's financial expenses and promoting the long-term development of the company's business. It will not have a significant adverse impact on the company's normal production and operation, nor will it change or change the investment direction of raised funds in a disguised form or other situations that damage the interests of shareholders.
4、 Approval procedures and relevant opinions
(I) opinions of the board of directors
On April 11, 2022, the company held the 29th meeting of the 4th board of directors and the 21st Meeting of the 4th board of supervisors, deliberated and approved the proposal on closing part of the company's raised investment projects and permanently replenishing the surplus raised funds with working capital, and agreed to permanently replenish the working capital of 523345 million yuan (the actual amount shall be subject to the balance of the special account on the day of fund transfer out) for daily production, operation and business development. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) opinions of the board of supervisors
The board of supervisors of the company believes that the "sewage treatment plant and supporting pipe network project in Xiangbi Town, Cuiping District (phase I)" project has entered commercial operation. Closing the project and using its surplus raised funds to permanently supplement working capital is a reasonable decision made by the company according to the actual operation situation, which is conducive to optimizing the allocation of raised funds, improving the use efficiency of raised funds and promoting the long-term development of the company. The voting procedures comply with the requirements of the company law, the securities law and other relevant laws and regulations and the articles of association. The board of supervisors unanimously agreed to the proposal on closing some raised investment projects of the company and permanently replenishing the surplus raised funds to the working capital, and agreed to submit it to the general meeting of shareholders of the company for deliberation.
(III) opinions of independent directors
In the opinion of the independent directors, the closing of some raised investment projects of the company and the permanent supplement of the surplus raised funds to the working capital have fulfilled the necessary deliberation procedures, and comply with the relevant provisions of 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 company's management system for the use of raised funds. The company will permanently supplement the working capital with the surplus raised funds for daily production, operation and business development, which is conducive to improving the use efficiency of the raised funds. There is no illegal use of the raised funds and damaging the interests of the company and shareholders, especially small and medium-sized shareholders.
5、 Verification opinions of the recommendation institution
The recommendation institution has consulted the resolutions of the board of directors, the board of supervisors, the opinions of independent directors and other documents on the closing of the company's investment projects with raised funds and the permanent replenishment of working capital with the surplus raised funds. After verification, the recommendation institution believes that:
1. The closing of some investment projects with raised funds and the permanent replenishment of working capital with the surplus raised funds have been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their explicit consent, Comply with the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation, the stock listing rules of Shanghai Stock Exchange, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022).
2. The company will permanently supplement the working capital with the surplus raised funds for daily production, operation and business development, which is conducive to improving the use efficiency of the raised funds and does not damage the interests of the company and shareholders, especially small and medium-sized shareholders.
Therefore, the recommendation institution has no objection to the settlement of some investment projects with raised funds and the permanent supplement of working capital with the surplus raised funds, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
Sponsor representatives: Chen Guoxing, Chen Liang
