Huaxi Securities Co.Ltd(002926)
About Haitian Water Group Co.Ltd(603759)
Special verification opinions on the deposit and use of raised funds in 2021
Huaxi Securities Co.Ltd(002926) (hereinafter referred to as ” Huaxi Securities Co.Ltd(002926) ” sponsor “) as a sponsor of Haitian Water Group Co.Ltd(603759) (hereinafter referred to as” Haitian Water Group Co.Ltd(603759) “company” and “issuer”) for initial public offering and listing of shares, in accordance with the relevant provisions of the measures for the administration of securities issuance and listing sponsor business, the stock listing rules of Shanghai Stock Exchange, and the self discipline supervision guidelines for listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, The deposit and use of the raised funds in Haitian Water Group Co.Ltd(603759) 2021 are verified as follows:
1、 Basic information of raised funds
(I) availability of raised funds
According to the reply on the approval of 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, an issuance price of RMB 11.21 per share, a total raised capital of RMB 874.38 million, 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). After the above-mentioned raised funds are received, they shall be deposited in the special account for raised funds. (II) overview of investment projects with raised funds
The funds raised from the company’s initial public offering of shares, after deducting the issuance expenses, are invested in the following projects (including self owned funds or self raised funds that have been invested in these projects in advance before the replacement of the raised funds):
No. project name project model total investment raised funds investment implementation subject
(10000 yuan) (10000 yuan)
1 Pujiang County sewage treatment plant and distribution PPP 87035195800000 Pujiang Dahai water casing Network Construction Engineering Co., Ltd
Cuiping District Xiangbi town sewage treatment plant Yibin Cuiping District 2 and supporting pipe network project (phase I) BOT 1275960710125 Haitian water Co., Ltd
3 supplementary working capital – 15 Ping An Bank Co.Ltd(000001) 500000 company
Total 114794798010125-
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 and the measures for the management of raised funds by listed companies of Shanghai Stock Exchange (revised in 2013), the raised funds were stored in a special account, and a regulatory agreement on the storage of raised funds was signed with the sponsor and the bank supervising the special account for raised funds.
2、 Management of raised funds
(I) management system of raised funds
In order to standardize the management and use of the raised funds, improve the efficiency and efficiency of the use of funds, and protect the rights and interests of small and medium-sized investors, the company, 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 the raised funds of listed companies, the Listing Rules of Shanghai Stock Exchange and the measures for the administration of the raised funds of listed companies of Shanghai Stock Exchange, and in combination with the actual situation of the company, The Haitian Water Group Co.Ltd(603759) raised funds management system (hereinafter referred to as “raised funds management system”) has been formulated, which has made specific and clear provisions on the storage, use and management of raised funds. Since the raised funds were in place, the company has stored, used and managed the raised funds in strict accordance with the raised funds management system and relevant regulations. According to the management system of raised funds, the company implements a special account for the raised funds and establishes a special account for the raised funds in the bank. (II) storage of raised funds in special account
The company signed a supervision agreement on the storage of special accounts for raised funds with banks and sponsors, and deposited, used and managed the raised funds in strict accordance with the agreement. As of December 31, 2021, four special accounts for raised funds have been opened, with a total balance of 16716854048 yuan, as follows:
Account Name: balance of raised investment projects corresponding to bank account number of deposit bank (yuan)
Haitian water group Bank Of Chengdu Co.Ltd(601838) shares have 10013 China High-Speed Railway Technology Co.Ltd(000008) 5707 to supplement working capital 18621594 Desheng sub branch of Group Co., Ltd. 0
Pujiangda seawater China China Minsheng Banking Corp.Ltd(600016) shares Pujiang County sewage Department
Construction project of Chengdu 632725394 management plant and supporting pipe network 12791301123 branch business department
Pujiangdahai China Citic Bank Corporation Limited(601998) shares 811100101240073 Pujiang County sewage Department
Chengdu Wenjiang 3490 management plant and supporting pipe network 3713853890 sub branch construction project of Chengdu Wenjiang Management Co., Ltd
Yibin Cuiping China Agricultural Bank Of China Limited(601288) shares 228071010400264 Xiangbi Town, Cuiping District
Chengdu 46 water treatment plant of district Haitian water Co., Ltd. and fangcaojie sub branch pipe network project of supporting 193077441 Co., Ltd. (phase I)
Total — 16716854048
(III) use and balance of special account for raised funds
As of December 31, 2021, the use and balance of the company’s raised funds are as follows:
Unit: Yuan
Sn item amount
1. Net amount of raised funds 80101245283
2 less: the amount invested in advance of replacement is 8911952261
3 minus: investment amount of previous years 0.00
4 minus: investment amount of this year: 15060510112
5. Accumulated amount of raised funds used (2 + 3 + 4) 23972462373
6 unused amount (1-5) 56128782910
7 less: idle raised funds temporarily replenish working capital 30000000
8 minus: cash management funds not yet due for purchasing financial products 10000000000
9 plus: income from purchasing financial products with temporarily idle funds and profit from special account for raised funds 588071138 net interest income deducting handling charges
10. As of December 31, 2021, the balance of the special account for raised funds (6-7-8 + 9) was 16716854048
3、 Actual use of raised funds in 2021
(I) use of funds for investment projects with raised funds
The company uses the raised funds in strict accordance with the raised funds management system. As of December 31, 2021, the actual use of the raised funds is shown in the attached table: comparison table of the use of raised funds.
(II) the use of raised funds to replace the self raised funds invested in the raised investment project 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 raised investment projects in advance, and agreed to use the raised funds of RMB 891195 million to replace the self raised funds invested in the raised investment projects in advance. The independent directors of the company clearly expressed their consent. ShineWing Certified Public Accountants (special general partnership) issued the special audit report on Haitian Water Group Co.Ltd(603759) replacing self raised funds invested in projects with raised funds in advance (xyzh / 2021cdaa60195) on June 25, 2021. As of December 31, 2021, the above replacement has been completed.
(III) temporary replenishment of working capital with idle 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.
As of December 31, 2021, the company used idle raised funds to temporarily supplement the working capital balance of 300 million yuan.
(IV) cash management of idle raised funds and investment of related products
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. As of December 31, 2021, the company has used idle raised funds for cash management of RMB 100 million.
4、 Change the use of funds of raised investment projects
During the reporting period, the company did not change the use of funds for raised investment projects.
5、 Problems in the use and disclosure of raised funds
During the reporting period, the company disclosed the deposit and use of raised funds in a timely, true, accurate and complete manner 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 on Shanghai Stock Exchange No. 1 – standardized operation and the relevant provisions of the company’s raised funds management system, and there was no illegal use of raised funds.
6、 Use of surplus funds raised after the period for permanent replenishment of working capital
The company held the 27th meeting of the third board of directors on April 11, 2022, deliberated and passed the proposal on closing some of the company’s raised investment projects and permanently supplementing the surplus raised funds with working capital, and agreed to close the raised investment project of Xiangbi town sewage treatment plant and supporting pipe network project (phase I) in Cuiping District, which has entered commercial operation, After deducting the unpaid project funds of the project from the surplus raised funds, the remaining 523345 million yuan (the actual amount shall be subject to the balance of the special account on the day of fund transfer out) will be permanently supplemented with working capital for daily production, operation and business development. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the deposit and use of the raised funds in Haitian Water Group Co.Ltd(603759) 2021 comply with the requirements of the administrative measures for securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision and other relevant regulations, and the raised funds have been deposited and used in a special account, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders, and there is no case of illegal use of the raised funds
