China Merchants Securities Co.Ltd(600999)
Verification opinions on Huadian Heavy Industries Co.Ltd(601226) using some idle raised funds for cash management
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” and “recommendation institution”) as the recommendation institution for initial public offering 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 recommendation business of securities issuance and listing 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 have verified the cash management of Huadian Heavy Industries Co.Ltd(601226) using some idle raised funds. The details are as follows:
1、 Overview of cash management with temporarily idle raised funds
(I) purpose of using temporarily idle raised funds for cash management
In order to maximize the interests of shareholders and improve the use efficiency of temporarily idle raised funds, the company plans to conduct cash management of temporarily idle raised funds with a maximum amount of no more than 500 million yuan according to the progress arrangement and capital investment plan of raised investment projects without affecting the construction and use of raised funds, which is mainly used for timely purchase with high safety, good liquidity Cash management products such as structured deposits of banks and other financial institutions with breakeven agreements.
(II) capital source of cash management
1. Source of funds
The maximum amount of cash management this time shall not exceed 500 million yuan, and the fund comes from the temporarily idle raised funds of the company. The above amount of funds can be used on a rolling basis within the validity period, and the general manager of the company is authorized to exercise the decision-making power within the validity period and the above amount.
The amount of cash management with idle raised funds will be effective within one year from May 27, 2022. The investment period of a single cash management product shall not exceed one year.
2. Basic information of raised funds
(1) Basic information
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 has adopted a special account for the raised funds. (2) Investment plan and use of raised funds
The investment plan of the company’s raised funds and the details of the balance of raised funds of each raised investment project as of December 31, 2021 are as follows:
Unit: 10000 yuan
Adjusted investment project name of funds raised in 2021 in previous years total amount of original investment amount of use fund amount of use balance
amount of money
Huadian Caofeidian heavy tooling
Caofeidian 5476000, 5476000, 520000 – 4956000 heavy industry equipment manufacturing base of Equipment Co., Ltd
Phase II project Huadian Heavy Industries Co.Ltd(601226) material transportation
System core product capacity expansion 307520011999941199994 —
And supporting project Huadian Heavy Industries Co.Ltd(601226) high end steel structure
Expansion of production capacity of structural products 2393662 —-
order
Huadian Heavy Industries Co.Ltd(601226) R & D center 1652200 — 1652200 construction project
Supplementary engineering project operation 186093818609381860938 —
Fund Project
Permanent supplementary working capital 0.004268868 —
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. 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) 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, according to 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 and other relevant provisions, the company and its sponsor China Merchants Securities Co.Ltd(600999) have signed a joint venture with China Merchants Bank Co.Ltd(600036) Beijing West Third Ring sub branch, Bank Of Beijing Co.Ltd(601169) Huiyuan sub branch China Minsheng Banking Corp.Ltd(600016) the business department of the head office signed the tripartite supervision agreement on the storage of raised funds in the special account. 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. 11090678141073369380000 company Caofeidian heavy industry equipment manufacturing base company Beijing West Third Ring sub branch 918 phase II project and supplementary project working capital project
Bank Of Beijing Co.Ltd(601169) Co., Ltd. 2 Ping An Bank Co.Ltd(000001) 7039316522000000 Huadian Heavy Industries Co.Ltd(601226) R & D center construction project division Huiyuan sub branch 83896688812
Huadian Heavy Industries Co.Ltd(601226) material conveying system core China China Minsheng Banking Corp.Ltd(600016) shares have 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) Co., Ltd. 11090678141091659496084 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) 70393831797631375 Huadian Heavy Industries Co.Ltd(601226) R & D center construction project division Huiyuan sub branch 896688812
Huadian Heavy Industries Co.Ltd(601226) material conveying system core China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. has 6927352371778092347 product capacity expansion and supporting projects (changed by the head office business department of the company), and Huadian Heavy Industries Co.Ltd(601226) high-end steel structure product capacity expansion project (changed)
China China Construction Bank Corporation(601939) Co., Ltd. has 12050181570000 Huadian Heavy Industries Co.Ltd(601226) material conveying system core Co., Ltd. Tianjin Beichen sub branch 0 Guangdong Guangzhou Daily Media Co.Ltd(002181) 578825 product capacity expansion and supporting projects (changed)
(III) basic information of cash management with temporarily idle raised funds
In order to control risks, the varieties of cash management products need to have the characteristics of high security, good liquidity and breakeven agreement. The annualized rate of return of cash management products is higher than the bank deposit interest rate of the same term. The details are as follows: 1. Principal Guaranteed structured deposits issued by banks and other financial institutions
For Principal Guaranteed structured deposits issued by banks and other financial institutions, the product term can be formulated according to the implementation plan of raised investment projects, which is more flexible and can bring benefits while meeting the capital needs of raised investment projects.
2. Other cash management products that meet the requirements of China Securities Regulatory Commission, Shanghai Stock Exchange and other regulatory authorities and the provisions of this proposal.
After signing the agreement on purchasing cash management products with banks and other financial institutions, the company will timely disclose the information of cash management products such as cash management trustee, product type, product name, amount, expected annualized rate of return, expected amount of return, product term, income type, structured arrangement, reference annualized rate of return, expected income, whether it constitutes related party transactions and so on in the form of temporary announcement.
(IV) risk control analysis of the company’s use of temporarily idle raised funds for cash management 1. Control security risks
When using the temporarily idle raised funds to purchase cash management products, the company’s financial assets department shall conduct prior review and risk assessment, and the purchased cash management products shall meet the capital preservation requirements.
In addition, the financial assets Department of the company will track the investment direction and project progress of cash management products purchased by temporarily idle raised funds. If risk factors that may affect the safety of funds are found, corresponding preservation measures will be taken in time to control security risks.
2. Prevent liquidity risk and cash flow risk
The company will select the appropriate types and duration of cash management products according to the progress arrangement of the raised capital investment project and the capital investment plan, so as to ensure that the normal progress of the raised capital investment plan will not be affected.
The company’s independent directors, the audit committee of the board of directors or the board of supervisors have the right to supervise and inspect the deposit and use of the raised funds, and can hire professional institutions to audit when necessary, and the expenses shall be borne by the company. 2、 Main contents of cash management product contract
After signing the agreement related to the purchase of cash management products with banks and other financial institutions, the company will make a temporary announcement with the signing date, start date, maturity date, expected maturity rate, product structure, payment time of principal and income, capital investment direction and other main terms of the agreement.
3、 Basic information of the trustee
The company shall not be associated with the issuer of cash management products. After signing the basic agreement with the financial institution, the trustee shall disclose the information related to the purchase of products with the bank in a timely manner. If the trustee is not listed, the company will disclose the basic information such as its enterprise name, time of establishment, legal representative, registered capital, main business, major shareholders and actual controllers, whether it is specially designed for trading, main business development, main financial indicators and other operating and financial conditions, and the description of the relationship or other relationships with the company, the controlling shareholders of the company and their persons acting in concert and actual controllers, Due diligence of the board of directors, etc. If the trustee has been listed, the company will disclose its enterprise name, listing place, securities code, association or other relationship with the company, the controlling shareholder of the company and its persons acting in concert, the actual controller, etc.
4、 Impact on the company
The financial situation of the company in the latest year and period is shown in the following table:
