Securities code: Haitian Water Group Co.Ltd(603759) securities abbreviation: Haitian Water Group Co.Ltd(603759) Announcement No.: 2022017 Haitian Water Group Co.Ltd(603759)
About the closing of some raised investment projects of the company and the remaining raised funds
Announcement of permanent replenishment of working capital
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:
The investment project of raised funds settled this time: sewage treatment plant and supporting pipe network project in Xiangbi Town, Cuiping District (phase I)
Use plan of surplus raised funds after project settlement: it is used to permanently supplement working capital
Amount of permanent supplementary working capital: RMB 523345 million (in capital)
(subject to the actual amount after bank interest settlement on the day of transfer out)
On April 11, 2022, Haitian Water Group Co.Ltd(603759) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the settlement of some raised investment projects of the company and the permanent supplement of surplus raised funds to working capital at the 29th meeting of the third board of directors and the 21st Meeting of the third board of supervisors, The company’s investment project “sewage treatment plant and supporting pipe network project in Xiangbi Town, Cuiping District (phase I)” raised by IPO has entered commercial operation, and it is agreed to close the project. At the same time, in order to improve the use efficiency of the surplus raised funds, it is agreed to raise the surplus raised funds after the completion of the above raised investment projects of RMB 523345 million (including bank deposit interest, actual
The amount shall be subject to the balance of the special account on the day of fund transfer out) to permanently supplement the working capital. The matter is still pending
It shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
1、 Basic information of raised funds
Approved by China Securities Regulatory Commission
The reply to the public offering of shares (zjxk [2021] No. 22) is approved, and the company will issue shares to the public
RMB common shares (A shares) 78 million shares, with an issue price of RMB 11.21 per share,
The total amount of raised funds is 874.38 million yuan, after deducting various issuance expenses (excluding tax)
733675 million yuan, and the net amount of funds actually raised was 801012500 yuan. Above raising
All the fund-raising funds have been in place on March 23, 2021, ShineWing Certified Public Accountants (special)
Special general partnership) has verified the capital availability of the company’s public offering of shares,
And issue “xyzh / 2021cdaa60012” capital verification report. After the above raised funds are received,
It has been deposited in the special fund account of the raised investment project.
According to the prospectus of Haitian Water Group Co.Ltd(603759) initial public offering and listing
The proposed investment projects of the company’s raised funds are as follows:
No. project name project model total investment (10000 yuan) proposed investment of raised funds (10000 yuan)
1 Pujiang County sewage treatment plant PPP 87035195800000
And supporting pipe network construction project
Sewage Department of Xiangbi Town, Cuiping District
2 plant management and supporting pipe network project BOT 1275960710125
(phase I)
3. Supplementary working capital 1500000
Total 114794798010125
2、 Management and storage of raised funds
In order to standardize the management and use of the company’s raised funds, protect the legitimate rights and interests of investors and improve
The use efficiency of raised funds shall be in accordance with the guidelines for the supervision of listed companies No. 2 – raising of listed companies
Regulatory requirements for the management and use of funds, relevant provisions of the Listing Rules of Shanghai Stock Exchange and the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange, the company and its subsidiaries in Bank Of Chengdu Co.Ltd(601838) Desheng sub branch, China Minsheng Banking Corp.Ltd(600016) Chengdu branch business department China Citic Bank Corporation Limited(601998) Chengdu Wenjiang sub branch and Chengdu fangcaojie sub branch of China Agricultural Bank Of China Limited(601288) Co., Ltd. opened special accounts for raised funds to deposit raised funds, and signed tripartite supervision agreements on the storage of raised funds with the above banks and recommendation institutions Huaxi Securities Co.Ltd(002926) respectively.
As of April 10, 2022, the deposit of the company’s special account for raised funds is shown in the following table: unit: 10000 yuan
Account Name: special account for raised funds deposit bank account number account balance
Pujiang Dahai water affairs Co., Ltd. 6 Shenwan Hongyuan Group Co.Ltd(000166) 327253948956.31 Chengdu Branch Business Department
Pujiang Dahai water affairs Co., Ltd. China Citic Bank Corporation Limited(601998) Chengdu Wenjiang sub branch 81110010124007334907091.71
Yibin Cuiping Haitian water Co., Ltd. Agricultural Bank Of China Limited(601288) 2280710104 Lanzhou Foci Pharmaceutical Co.Ltd(002644) 66868.21 Si Chengdu Fangcao Street sub branch
Haitian Water Group Co.Ltd(603759) Bank Of Chengdu Co.Ltd(601838) Desheng 10013 China High-Speed Railway Technology Co.Ltd(000008) 5707018.66 sub branch
Total: 2293489
3、 Actual use and savings of the raised funds of the closed project
As of April 10, 2022, the balance of surplus raised funds of the company’s fund-raising project “sewage treatment plant and supporting pipe network project in Xiangbi Town, Cuiping District (phase I)” is 523345 million yuan (the actual amount is subject to the balance of the special account on the day of fund transfer out). The details are as follows:
Unit: 10000 yuan
Accumulated use of raised interest and wealth management income of the raised funds after the raised funds are raised, the name of the raised funds project, the amount to be continued payable of the proposed investment funds (deducting handling fees), and the balance ② ③ ④ ⑤
①
Cuiping area elephant trunk 710125 239.70 6.66163476523345
Town sewage treatment plant and supporting pipe network 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.
4、 The main reasons for the fund savings of the project invested with raised funds
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 company’s sewage treatment plant and supporting pipe network project (phase I) in Xiangbi Town, Cuiping District is 127596 million yuan. As of the date of this announcement, the project has entered 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.
5、 Use plan of surplus raised funds
In view of the commercial operation of the above raised investment projects, the remaining project funds can only be paid after the completion of government audit, and the payment period of some contract balance and warranty is long, in order to revitalize the use of raised funds, the company shall, in accordance with the 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, It is proposed to permanently supplement the working capital with the surplus raised capital of 523345 million yuan (subject to the actual amount after bank interest settlement on the day of capital transfer out) for daily production, operation and business development. After the raised investment project is closed and the surplus raised funds are permanently supplemented with working capital, the contract balance of transactions related to the raised investment project will continue to be paid with its own funds.
After the surplus funds of the above raised investment projects are transferred out, the special account for raised funds will no longer be used, the company will cancel the special account for raised funds, and the corresponding tripartite supervision agreement for special account for raised funds will be terminated due to the completion of performance.
6、 Impact on the company
This time, the company will permanently supplement the working capital with the surplus raised funds, 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 is a prudent decision made by the company based on the market environment, the company’s strategy and the actual situation, which is in line with the needs of the company’s production and operation and the interests of the company and all shareholders.
7、 Description of special opinions
(I) 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. Therefore, the proposal was unanimously agreed and 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) verification opinions of the recommendation institution
The sponsor has consulted the resolutions of the board of directors and the independent opinions issued by the independent directors on the closing of the company’s investment projects with raised funds and the permanent supplement of the surplus raised funds to the working capital. After verification, the recommendation institution believes that:
1. The closing of the company’s investment projects with raised funds and the permanent supplement of the surplus raised funds to the working capital have been deliberated and approved by the board of directors, and the independent directors have expressed their explicit consent, Comply with the provisions of the guidelines on self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and the guidelines on supervision of 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 closing of the company’s investment projects with raised funds and the permanent supplement of the surplus raised funds to the working capital, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 Documents for future reference
(I) resolutions of the 29th meeting of the third board of directors of the company;
(II) resolutions of the 21st Meeting of the third board of supervisors of the company;
(III) independent opinions of the company’s independent directors on matters related to the 29th meeting of the third board of directors;
(IV) verification opinions of Huaxi Securities Co.Ltd(002926) on the closing of Haitian Water Group Co.Ltd(603759) some raised investment projects and permanently supplementing the surplus raised funds with working capital.
It is hereby announced.
Haitian Water Group Co.Ltd(603759) board of directors April 12, 2022
