China Merchants Securities Co.Ltd(600999)
About Huadian Heavy Industries Co.Ltd(601226)
The verification opinions on temporarily replenishing working capital with some idle raised funds China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” and “sponsor”) shall be used as the sponsor of initial public offering of shares of Huadian Heavy Industries Co.Ltd(601226) (hereinafter referred to as “company” or ” Huadian Heavy Industries Co.Ltd(601226) “) in accordance with the administrative measures for securities issuance and listing sponsor business and 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 by listed companies and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and other relevant provisions have verified the temporary replenishment of working capital by Huadian Heavy Industries Co.Ltd(601226) using some idle raised funds. The details are as follows:
1、 Basic information of the raised funds
With the approval of China Securities Regulatory Commission (zjxk [2014] No. 1186), the company issued 150 million shares in the initial public offering, with an issue price of 10 yuan per share and a total raised capital of 150 million yuan. After deducting the issuance cost of 54.2 million yuan, the net raised capital was 144.58 million yuan. The availability of the above raised funds has been verified by Daxin Certified Public Accountants (special general partnership), and a capital verification report (daxinyz [2014] No. 100082) was issued on December 2, 2014. The company adopts a special account for the raised funds. 2、 Storage and use of raised funds
(I) opening and storage of special account for raised funds
In order to regulate the management and use of the company’s raised funds and protect the rights and interests of investors, in accordance with 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 measures for the administration of the raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) and other relevant provisions, The company and the sponsor China Merchants Securities Co.Ltd(600999) have signed the tripartite supervision agreement on the storage of special account for raised funds with China Merchants Bank Co.Ltd(600036) Beijing West Third Ring Road on December 4, 2014. The opening and storage of the company’s special account for raised funds are as follows:
Purpose of account number amount of special account for raised funds (yuan)
Huadian Caofeidian heavy industry equipment Co., Ltd. China Merchants Bank Co.Ltd(600036) Co., Ltd. 1109067814109173369380000 company Caofeidian heavy industry equipment manufacturing base company Beijing West Third Ring sub branch 8 phase II project, supplementary engineering project working capital project
Bank Of Beijing Co.Ltd(601169) Co., Ltd. 2 Ping An Bank Co.Ltd(000001) 703938316522000000 Huadian Heavy Industries Co.Ltd(601226) R & D center construction project division Huiyuan sub branch 896688812
Huadian Heavy Industries Co.Ltd(601226) China Minsheng Banking Corp.Ltd(600016) stock Co., Ltd., the core of the material conveying system, has 69273523754688620000 product capacity expansion and supporting projects, and the capacity expansion project of heavy industry high-end steel structure products of the head office business department of Huadian Co., Ltd
On December 29, 2015, the company, Huadian Heavy Industries Co.Ltd(601226) Machinery Co., Ltd. and the sponsor China Merchants Securities Co.Ltd(600999) signed the four party supervision agreement on the storage of special account for raised funds with China Construction Bank Corporation(601939) Tianjin Beichen sub branch of China. As of December 31, 2021, the storage of each special account for raised funds is as follows:
Purpose of account number amount of special account for raised funds (yuan)
Huadian Caofeidian heavy industry equipment Co., Ltd. China Merchants Bank Co.Ltd(600036) 110906781410659496084 Caofeidian heavy industry equipment manufacturing base Beijing Xisanhuan sub branch 918 phase II project, supplementary engineering project and working capital project
Bank Of Beijing Co.Ltd(601169) 2 Ping An Bank Co.Ltd(000001) 703931797631375 Huadian Heavy Industries Co.Ltd(601226) R & D center construction project Huiyuan sub branch 83896688812
Huadian Heavy Industries Co.Ltd(601226) material conveying system core China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. 6927352371778092347 product capacity expansion and supporting project (changed company head office business department), Huadian Heavy Industries Co.Ltd(601226) high-end steel structure product capacity expansion project (changed)
China China Construction Bank Corporation(601939) Co., Ltd. 120501815700 Huadian Heavy Industries Co.Ltd(601226) material conveying system core company Tianjin Beichen sub branch China Vanke Co.Ltd(000002) 1815788.25 product capacity expansion and supporting projects (changed)
(II) use of raised funds in 2021
As of December 31, 2021, according to the investment plan of raised funds, the company has used a total of 3580932 million yuan of raised funds for the phase II project of Caofeidian heavy industry equipment manufacturing base of Huadian Caofeidian heavy industry equipment Co., Ltd., Huadian Heavy Industries Co.Ltd(601226) material conveying system core product expansion and supporting projects, and supplementary engineering projects.
In addition, the raised funds of 42 Shanghai Hiuv New Materials Co.Ltd(688680) 0 yuan were used for permanent replenishment of working capital projects. As of December 31, 2021, the details of the balance of funds raised by each raised investment project are as follows:
Unit: 10000 yuan
Adjusted investment project name of raised funds in previous year 2021 total amount of original investment total amount of used funds balance
Huadian Caofeidian heavy industry equipment Co., Ltd
Phase II project of Caofeidian heavy industry equipment manufacturing base of Co., Ltd
Huadian Heavy Industries Co.Ltd(601226) material conveying system
Capacity expansion of core products and supporting items 307520011999941199994 —
order
Huadian Heavy Industries Co.Ltd(601226) high end steel structure production 2393662 —-
Product capacity expansion project
Huadian Heavy Industries Co.Ltd(601226) R & D center construction 16522001652200 project
Operating capital of supplementary engineering project 186093818609381860938 —
project
Permanent supplementary working capital – 4268868 —
Total 14458000144580007849800 – 6608200
In 2021, according to the resolution of the third meeting of the Fourth Board of directors, the company used the idle raised funds of 150 million yuan to supplement the working capital temporarily and used the idle raised funds of 500 million yuan to carry out cash management on a rolling basis. The maturity and return date of the above temporary supplementary working capital is before May 27, 2022. The maturity and return date of the above cash management funds is before May 27, 2022.
As of December 31, 2021, the balance of raised funds temporarily idle by the company was 66.82 million yuan (excluding interest).
3、 The plan of temporarily replenishing working capital with some idle raised funds this time
(I) purpose of borrowing raised funds
The business processes of the company’s material conveying system engineering, thermal engineering, high-end steel structure engineering, marine and environmental engineering and other sectors have slight differences in some links, but the overall structure is consistent. They all need to go through several major links, such as early tracking or bidding, contract signing, project implementation, completion acceptance and settlement. Some of them need working capital:
1. Working capital demand in bidding process
Most engineering projects of the company need to be obtained by bidding. According to industry practice, the company needs to pay a certain amount of bid security to the project owner at the time of bidding, which is generally 0.5% of the contract amount of the engineering project, and the occupation period is generally 6 months.
2. Working capital demand in project implementation
When the project enters the implementation stage, the owner pays the project payment according to the contract node. Because the owner’s payment and settlement time cycle is long, the company needs to advance some equipment procurement, materials and subcontracting expenses, which are generally advanced by the company and suppliers.
3. Working capital demand in completion acceptance
After the completion of the project, the owner generally retains the quality assurance deposit at 5% – 10% of the contract amount. The quality assurance deposit is paid at the expiration of the quality assurance period, which is generally 1 year from the date of project completion; For some supporting or divisional projects contracted by the company, the starting point of the warranty period may be the acceptance time of the whole project, and the corresponding warranty period may be extended.
According to the current occupation of bid security and quality assurance deposit and the demand for working capital of the project, and comprehensively considering the capital source formed through its own accumulation, the company has a working capital gap.
(II) amount and term of supplementary working capital
The company plans to use the temporarily idle raised funds of 150 million yuan to temporarily supplement the working capital for the production and operation related to the company’s main business. The term is 12 months from May 27, 2022, and will be returned to the special account for raised funds at maturity.
In order to ensure the normal progress of the fund-raising project, if the fund-raising project needs, the company can also return this part of the fund to the special account for fund-raising in advance.
(III) information disclosure
The company will return this part of the funds to the special account for raised funds before the due date of replenishing working capital with the raised funds, and make a timely announcement after all the funds are returned.
4、 Impact on the company
According to the project schedule and capital investment plan, the company uses 150 million yuan of idle raised funds to temporarily supplement working funds for production and operation related to the company’s main business, which will not change the purpose of raised funds and affect the normal progress of the investment plan of raised funds. It can improve the use efficiency of raised funds. According to the LPR interest rate of bank loans in the same period, it is expected to save 5.55 million yuan of financial expenses in one year, In line with the interests of all shareholders.
5、 On April 21, 2022, the sixth meeting of the Fourth Board of directors deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company would use idle raised funds of RMB 150 million to temporarily supplement working capital, with a service life of 12 months from May 27, 2022, When due, it will be returned to the special account for raised funds.
On April 21, 2022, the sixth meeting of the Fourth Board of supervisors of the company deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital. The board of supervisors agreed that the company would use the idle raised funds of 150 million yuan to temporarily supplement working capital. The service life is 12 months from May 27, 2022, and will be returned to the special account for raised funds when it expires.
The independent directors and the board of supervisors of the company expressed their opinions and agreed that the company would use idle raised funds to supplement working capital temporarily.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that Huadian Heavy Industries Co.Ltd(601226) this time, the idle raised funds are temporarily used for 150 million yuan
