Citic Securities Company Limited(600030)
About Welle Environmental Group Co.Ltd(300190)
Verification opinions on purchasing financial products with some idle raised funds
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) as the sponsor of Welle Environmental Group Co.Ltd(300190) (hereinafter referred to as ” Welle Environmental Group Co.Ltd(300190) ” or “company”) to publicly issue convertible corporate bonds in 2020, In accordance with the provisions of relevant laws and regulations, such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, The matters of Welle Environmental Group Co.Ltd(300190) using part of the idle raised funds to purchase financial products have been verified, and the verification results are as follows:
1、 Basic information of raised funds
On January 17, 2020, the company received the reply on approving Welle Environmental Group Co.Ltd(300190) public issuance of convertible corporate bonds (zjxk (2020) No. 21) from China Securities Regulatory Commission, which approved the company to publicly issue convertible corporate bonds with a total face value of 917238700 yuan. In May 2020, the company completed the registration and listing of convertible corporate bonds. The scale of convertible corporate bonds issued by the company is 917238700 yuan, with a face value of 100 yuan each, a total of 9172387, which are issued at face value. The total amount of funds raised this time is RMB 917238700, after deducting the issuance expenses of RMB 14082000, the net amount of funds actually raised is RMB 903156700. Verified by the capital verification report (xyzh / 2020sha10060) issued by ShineWing certified public accountants, all the funds raised from the public offering of convertible corporate bonds were in place on April 17, 2020. The company has signed the tripartite supervision agreement on the deposit of the raised funds, established a special storage system for the raised funds, and will strictly follow the provisions of the company’s management system for raised funds and ensure the special use of the raised funds in accordance with the use plan of the raised funds.
2、 Use and deposit of raised funds
On May 15, 2020, the 9th meeting of the 4th board of directors of the company deliberated and approved the proposal on the company’s use of raised funds to replace self raised funds invested in advance, and agreed to replace 307442500 yuan of self raised funds invested in projects invested in advance with 307442500 yuan of raised funds, and 2850000 yuan of issuance expenses paid in advance with 2850000 yuan of raised funds, with a total replacement of 3102925 million yuan.
In addition to the above self raised funds invested in advance by replacing the raised funds with the raised funds, the company has successively invested the raised funds into the raised investment projects as planned. As of April 1, 2022, the specific deposit of the raised funds of the company is as follows:
Account amount of special account for raised funds (RMB)
China Citic Bank Corporation Limited(601998) Changzhou Branch 81105010125051799316661821689
Total – 16661821689
In order to improve the use efficiency of raised funds, the company plans to use temporarily idle raised funds with a maximum amount of no more than RMB 140 million to purchase breakeven financial products.
3、 Basic information of using some idle raised funds to purchase financial products
(I) investment purpose
In order to improve the use efficiency of raised funds and maximize the income of shareholders, the company makes rational use of idle raised funds, purchases low-risk principal guaranteed financial products with high investment safety and principal guaranteed agreement, and improves the income of idle raised funds without affecting the normal implementation of the company’s investment projects and the normal operation of the company.
(II) investment quota
The company plans to use idle raised funds of no more than RMB 140 million to purchase principal guaranteed financial products. Within the above limit, the funds can be used on a rolling basis, and the total amount of principal guaranteed financial products purchased by the company with idle self owned funds at any time point shall not exceed the above limit.
(III) investment type
In order to control risks, the investment type is low-risk breakeven financial products of financial institutions, which must meet the following conditions:
1. High security, meeting the capital preservation requirements, and the product issuer can provide capital preservation commitments;
2. Good liquidity, which shall not affect the normal operation of the investment plan of the raised funds;
3. Investment products shall not be pledged;
4. It will not affect the normal progress of the investment plan of the raised funds.
(IV) investment period
No more than 12 months from the date of deliberation and approval by the board of directors.
(V) implementation mode
The board of directors authorizes the chairman of the company or the person authorized by the chairman to exercise the investment decision-making power within the above limit and sign relevant documents, which shall be organized and implemented by the financial department.
(VI) description of association relationship
There is no relationship between the company and the issuer of financial products.
(VII) approval procedures
According to the articles of association and relevant laws and regulations, the investment amount is within the authority of the board of directors of the company, which needs to be reviewed and approved by the board of directors and the board of supervisors, and implemented after the independent directors of the company express special opinions.
(VIII) information disclosure
The company will disclose the specific situation of purchasing financial products in accordance with the relevant requirements of the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, and listed companies regulatory guidance No. 2 – regulatory requirements for the management and use of raised funds of listed companies.
4、 Investment risk and risk control measures
(I) investment risk
Although the principal guaranteed financial products issued by financial institutions belong to low-risk investment varieties, the financial market is greatly affected by the macro economy. The company will intervene appropriately according to the economic situation and changes in the financial market, but it does not rule out the impact of market fluctuations on the above projects.
(II) risk control measures
1. When the company conducts cash management of its own funds, it will choose the opportunity to buy investment products with good liquidity and high security, provide breakeven commitment and investment period of no more than 12 months, and clarify the amount, period, investment varieties, rights, obligations and legal liabilities of both parties.
2. Relevant personnel of the Finance Department of the company will analyze and track the progress in time. If risk factors that may affect the safety of the company’s funds are found in the assessment, corresponding measures will be taken in time to control the investment risk.
3. The internal audit department of the company is responsible for internal supervision and regularly conduct comprehensive inspection on the invested financial products.
4. The independent directors and supervisors of the company have the right to conduct regular or irregular inspection on the situation of their investment products, and can hire professional institutions to audit when necessary.
5. The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Impact on the company’s investment projects with raised funds and daily operation
Under the condition of ensuring that the normal implementation of the company’s investment projects with raised funds and the company’s normal operation are not affected, the company’s purchase of financial products with high safety and good liquidity can improve the use efficiency of raised funds and increase investment income. The above-mentioned acts do not change the investment direction of the raised funds in a disguised manner, damage the interests of the shareholders of the company, or change the purpose of the raised funds in a disguised manner, and do not affect the normal operation of the company.
6、 Decision making procedures for the implementation of this matter and opinions of relevant institutions
(I) deliberations of the board of directors
The 23rd Meeting of the 4th board of directors of the company deliberated and approved the proposal on using idle raised funds to buy financial products, and agreed that the company should use idle raised funds with a maximum amount of no more than RMB 140 million to buy principal guaranteed financial products with high safety and good liquidity.
(II) opinions of the board of supervisors
The 15th meeting of the 4th board of supervisors of the company deliberated and approved the proposal on purchasing financial products with idle raised funds. The board of supervisors held that the company’s use of idle raised funds to purchase breakeven financial products will not affect the normal progress of the investment projects of raised funds and will not change the purpose of raised funds in a disguised manner, which is conducive to improving the use efficiency of idle raised funds and obtaining certain investment income, Therefore, the company agrees to use idle raised funds to buy financial products with high safety and good liquidity.
(III) opinions of independent directors
The independent directors believe that the decision-making procedures for purchasing principal guaranteed financial products with idle raised funds comply with relevant regulations and fulfill the specified procedures, Comply with the relevant provisions of relevant laws, regulations and normative 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 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 listed companies on GEM, which is conducive to improving the use efficiency of idle raised funds, It does not affect the normal progress of the investment project with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised form or damaging the interests of shareholders. Therefore, I agree to the above matters.
7、 Verification opinions of the recommendation institution
Citic Securities Company Limited(600030) consulted the resolutions of the board of directors, the resolutions of the board of supervisors, the opinions of independent directors and other relevant documents related to the purchase of financial products by Welle Environmental Group Co.Ltd(300190) this time using some idle raised funds. After verification, it is considered that:
Welle Environmental Group Co.Ltd(300190) the purchase of financial products with idle raised funds of no more than RMB 140 million has been deliberated and adopted at the 23rd Meeting of the Fourth Board of directors and the 15th meeting of the Fourth Board of supervisors, and Welle Environmental Group Co.Ltd(300190) all independent directors have expressed their clear consent. This matter complies with the relevant laws and regulations and the relevant provisions of the articles of association, such as the Shenzhen Stock Exchange GEM Listing Rules, 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 No. 2 – standardized operation of listed companies on the gem, and will not affect the normal progress of investment projects with raised funds, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders.
Therefore, the recommendation institution agrees that Welle Environmental Group Co.Ltd(300190) .
(no text below)
(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) verification opinions on Welle Environmental Group Co.Ltd(300190) using some idle raised funds to purchase financial products)
Sponsor representative:
Yang Ling, Wang Qiaoqiao
Citic Securities Company Limited(600030) April 15, 2022
