Wanlian Securities Co., Ltd
About Shenzhen Yan Tian Port Holdings Co.Ltd(000088)
Verification opinions on cash management using some idle raised funds
Wanlian Securities Co., Ltd. (hereinafter referred to as “Wanlian securities” or “sponsor”) acts as a continuous supervision sponsor for the allotment of Shenzhen Yan Tian Port Holdings Co.Ltd(000088) (hereinafter referred to as ” Shenzhen Yan Tian Port Holdings Co.Ltd(000088) ” or “company”), In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), etc, The company has verified the use of some idle raised funds for cash management, and issued the following verification opinions:
1、 Basic information of raised funds
Approved by CSRC zjxk [2020] No. 972. With the consent of Shenzhen Stock Exchange, the company publicly issued 306961747 RMB common shares to the public, and the total amount of funds raised was RMB 1184872343.42. After deducting various issuance expenses of RMB 2251850.73, the net amount of funds actually raised was RMB 1182620492.69. The availability of the above raised funds has been verified by Tianjian Certified Public Accountants (special general partnership) who issued the capital verification report (tjy [2020] No. 7-92).
After the raised funds are deposited in the special account of the bank and the supervision institution approved by the board of directors, all the raised funds have been deposited in the special account of the bank and the supervision institution.
2、 Investment projects with raised funds
According to the Shenzhen Yan Tian Port Holdings Co.Ltd(000088) share allotment instructions (hereinafter referred to as the “share allotment instructions”), the following items are proposed to be invested in the raised funds after deducting the issuance expenses:
Unit: 10000 yuan
S / N name total project investment amount of raised funds
S / N name total project investment amount of raised funds
1 reconstruction and expansion project of Shenzhen section of Huiyan Expressway 287557.40 105000.00
2. 11-13# and 23# berths of Huangshi New Port Phase II project 60162.00 15000.00
Total 347719.40 120000.00
On July 21, 2021, Guangdong Development and Reform Commission issued the reply of Guangdong Development and Reform Commission on adjusting the construction and investment scale of the reconstruction and expansion project of Shenzhen section of Huiyan Expressway (yfgjh [2021] No. 1372), in order to further strengthen the interconnection of transportation infrastructure in Guangdong, Hong Kong and Macao Bay area and support Shenzhen in building a leading demonstration area of socialism with Chinese characteristics, After research, it is agreed that the investment estimate of the reconstruction and expansion project of Shenzhen section of Huiyan expressway is adjusted from the original approved 2.920 billion yuan to 15.859 billion yuan. For details, please refer to the company’s website (www.cn. Info. Com. CN.) on July 24, 2021 Announcement on receiving the reply of Guangdong Provincial Development and Reform Commission on adjusting the construction and investment scale of reconstruction and expansion project of Huiyan Expressway Shenzhen section (Announcement No.: 2021-15).
After the above adjustments, the raised funds and the use plan of the raised funds are as follows:
Unit: 10000 yuan
Sequence name: total investment of the project, actual raised funds planned, net investment amount
1 reconstruction and expansion project of Shenzhen section of Huiyan Expressway 1585903.00 105000.00 104641.85
Huangshi New Port Phase II project 11-13# and 23# berths
2-digit item 60162.00 15000.00 13620.20
Total 1646065.00 120000.00 118262.05
After deducting the issuance expenses, the part of the funds raised in this allotment that cannot meet the needs of the project funds will be solved by the company’s self raised funds. On the premise of not changing the raised investment projects, the board of directors of the company may appropriately adjust the investment sequence and amount of the raised funds of the above projects according to the actual needs of the project. Before the funds raised in this offering are in place, the company will invest in advance with self raised funds according to the actual situation of the project progress, and replace them after the funds raised are in place.
3、 The use of some temporarily idle raised funds for cash management
(I) investment varieties and safety
In order to strictly control risks, the varieties of idle raised funds to be used by the company for investment are low-risk investment products with high security and good liquidity, including but not limited to structural deposits, large certificates of deposit, etc., and the investment varieties shall be full
(II) amount and term
The company intends to use idle raised funds of no more than RMB 200 million for cash management, and the service life is valid within 12 months from the date of deliberation and approval by the board of directors. The above amount is within the validity period of the resolution, and the funds can be accumulated and used. The idle raised funds shall be returned to the special account for raised funds upon expiration of cash management.
(III) investment decision and Implementation
After the approval of the board of directors, the management of the company shall be authorized to exercise relevant decision-making power within the limit, sign relevant contract documents, and be responsible for handling specific matters of cash management such as the company’s use of idle raised funds to purchase bank financial products. The specific investment activities shall be organized and implemented by the financial management department of the company.
(IV) information disclosure
The company will timely disclose the specific situation of specific cash management business in accordance with relevant requirements 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 stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange.
(V) description of association relationship
The company intends to invest in products from financial institutions that do not have a related relationship. The use of idle raised funds for cash management will not constitute a related party transaction.
4、 Investment risk and risk control measures
(I) investment risk
Although the company plans to use the idle raised funds to invest in low-risk investment products with high safety and good liquidity (including but not limited to structural deposits, large certificates of deposit, etc.), the investment varieties shall meet the requirements of capital preservation and no pledge of investment products, and have the characteristics of low investment risk and high principal security, but the financial market is greatly affected by the macro economy, The investment has the risk that the investment income does not reach the expected due to market fluctuations, and the risk of principal damage due to the issuer. The company will intervene appropriately and timely according to the economic situation and changes in the financial market, but it does not rule out the risk that the investment is affected by market fluctuations, resulting in unexpected actual income.
(II) risk control measures
The products purchased by the company for cash management belong to the category of low-risk investment, but it is not excluded that the investment is affected by market fluctuations. For the possible income risk, the company proposes the following measures:
1. The company uses idle raised funds for cash management. It is only allowed to trade with financial institutions with legal business qualifications, including but not limited to structural deposits and large certificates of deposit, and shall not trade with informal institutions. An investment product account must be established in the name of the company for trading, and it is not allowed to use the account of others to operate investment products. Investment products shall not be pledged. If a special settlement account for products is opened or cancelled, the company shall timely report to Shenzhen stock exchange for filing and announcement.
2. The financial management department and internal auditors of the company will timely analyze and track the investment direction of investment products and project progress of cash management. If risk factors that may affect capital safety are found in the assessment, corresponding measures will be taken in time to control investment risks.
3. The company’s internal auditors are responsible for auditing and supervising the use and custody of funds in this cash management and evaluating the possible risks.
4. Independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.
5. The company will timely disclose relevant information in accordance with the relevant provisions of Shenzhen Stock Exchange. 5、 Impact on the company’s operation
The company uses some idle raised funds for cash management on the premise that it does not affect the normal operation of the company, the normal progress of the company’s investment plan of raised funds and the safety of funds, and will not affect the daily operation of the company and the normal development of the investment projects of raised funds. Through timely cash management of idle funds, we can improve the company’s fund use efficiency, obtain certain investment income, and seek more investment returns for the company’s shareholders. The company’s use of some idle raised funds for cash management does not belong to the situation of changing the purpose of raised funds directly or in a disguised form.
6、 Relevant review and approval procedures
(I) deliberations of the board of directors
The seventh interim meeting of the board of directors of the company deliberated and approved the proposal on using some idle raised funds for cash management, and agreed to use the temporarily idle raised funds of no more than 200 million yuan for cash management without affecting the construction of investment projects with raised funds and the normal operation of the company, The service life shall be valid within 12 months from the date of deliberation and approval by the board of directors of the company. The above amount is within the validity period of the resolution, and the funds can be accumulated and used. The idle raised funds shall be returned to the special account for raised funds upon expiration of cash management.
(II) deliberations of the board of supervisors
The seventh interim meeting of the board of supervisors of the company deliberated and adopted the proposal on cash management using some idle raised funds. The board of supervisors believes that, on the premise of ensuring the normal operation of the company and the working capital required by the raised investment projects, the company’s cash management of idle raised funds during the authorization period will not affect the company’s business development and the implementation of raised investment projects, there is no behavior of changing the use of raised funds in a disguised manner, and can improve the use efficiency of funds and increase the company’s income, There is no situation that damages the interests of the company and all shareholders, especially the minority shareholders. The board of supervisors of the company agrees that the company will use the idle raised funds for cash management this time.
(III) relevant opinions of independent directors
On the premise of ensuring that the normal progress of the company’s investment plan of raised funds and the safety of raised funds are not affected, the company’s cash management of idle raised funds is conducive to improving the use efficiency of idle funds, increasing the company’s investment income, and will not affect the normal implementation progress and normal production and operation activities of the company’s projects invested by raised funds, There is no situation that damages the interests of the company and all shareholders. The decision-making and deliberation procedures of this matter are legal and compliant, and comply with the provisions of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen 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. Therefore, the company agrees to use idle raised funds for cash management.
7、 Opinions of the sponsor
The proposed use of some idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors of the company have expressed clear consent, and the necessary approval procedures have been performed, 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 by listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association. The company’s use of idle raised funds does not change the use purpose of raised funds in a disguised manner, does not affect the normal progress of investment projects with raised funds, and does not damage the interests of the company and shareholders.
In conclusion, the recommendation institution agrees the issuer to use some idle raised funds for cash management. (no text below)
(there is no text on this page, which is the signature page of the verification opinions of Wanlian Securities Co., Ltd. on Shenzhen Yan Tian Port Holdings Co.Ltd(000088) using some idle raised funds for cash management) sponsor representative:
Chen Zhihong, Yin Shusen
Wanlian Securities Co., Ltd
