Securities code: 000088 securities abbreviation: Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Announcement No.: 2022-3 Shenzhen Yan Tian Port Holdings Co.Ltd(000088)
Announcement on using some idle raised funds for cash management
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Yan Tian Port Holdings Co.Ltd(000088) (hereinafter referred to as “the company” or ” Shenzhen Yan Tian Port Holdings Co.Ltd(000088) “) held the seventh interim meeting of the board of directors and the seventh interim meeting of the board of supervisors on January 11, 2022, deliberated and adopted the proposal on using some idle raised funds for cash management, in order to improve the use efficiency of the company’s funds, It is agreed that the company will use part of the temporarily idle raised funds for cash management without affecting the construction of investment projects with raised funds and the normal operation of the company. The details are as follows:
1、 Basic information of raised funds
With the approval of zjxk [2020] No. 972 document of China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, the company publicly issued 306961747 ordinary shares to the public, and the total amount of funds raised was RMB 1184872343.42. After deducting the 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).
2、 Investment projects committed to raising funds in issuance application documents
The fund-raising projects and use plans disclosed in the company’s share allotment prospectus are as follows:
Unit: RMB 10000
S / N name total investment amount of raised funds
1 reconstruction and expansion project of Shenzhen section of Huiyan Expressway 287557.40 105000.00
Huangshi Xingang phase II project 11-13# and 23#
2 60162.00 15000.00 berth project
Total 347719.40 120000.00
On July 21, 2021, the Guangdong Development and Reform Commission issued the Guangdong Development and Reform Commission’s Yue FA Gai Ji Han [2021] No. 1372 document on the adjustment of the construction and construction of the reconstruction and expansion project of Huiyan Expressway Shenzhen section
In order to further strengthen the interconnection of transportation infrastructure in Guangdong, Hong Kong and Macao Dawan district and support Shenzhen in building a leading demonstration area of socialism with Chinese characteristics, 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 Disclosure of the
Official Reply of the eastern provincial development and Reform Commission on adjusting the construction and investment scale of the reconstruction and expansion project of Huiyan Expressway in Shenzhen
(Announcement No.: 2021-15).
After the above adjustments, the raised funds and the use plan of the raised funds are as follows:
Unit: RMB 10000
S / N name total investment planned investment amount of raised funds actual net raised funds
Huiyan Expressway
1 Shenzhen section reconstruction and expansion 1585903.00 105000.00 104641.85 project
Huangshi Xingang phase II
2 project 11-13# and 60162.00 15000.00 13620.20 23# berth project
Total 1646065.00 120000.00 118262.05
As the construction of the project invested by the raised funds needs a certain period, according to the project implementation plan and progress, some of the raised funds will be temporarily idle for a certain period of time. In order to improve the use efficiency of funds and increase the return of shareholders, the company plans to use the temporarily idle raised funds for cash management on the premise of ensuring that it will not affect the construction of investment projects and the use of raised funds, and effectively control the risks, so as to better maintain and increase the value of the company’s cash and protect the interests of the company’s shareholders.
3、 Basic information of cash management using idle raised funds this time
(I) investment varieties and safety
In order to strictly control the risk, 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. the investment varieties shall meet the requirements of breakeven, the investment period of single products shall not exceed 12 months, and the investment products shall not be pledged.
(II) investment quota 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 analysis
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 taken by the company for investment risks
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 conduct transactions with financial institutions with legal business qualifications, including but not limited to structural deposits, certificates of deposit, etc., and shall not conduct transactions 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 company’s financial management department and internal auditors will timely analyze and track the investment direction of investment products and project progress of cash management. If risk factors that may affect capital security 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. The independent directors and the board of supervisors have the right to supervise and inspect the use of funds, and can 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 of this cash management event on the company
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 approval and special opinions
(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) 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.
(IV) verification opinions of the recommendation institution
After verification, Wanlian Securities believes that: Shenzhen Yan Tian Port Holdings Co.Ltd(000088) 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 issued clear consent opinions and fulfilled the necessary approval procedures, 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, Wanlian securities has no objection to Shenzhen Yan Tian Port Holdings Co.Ltd(000088) the proposed use of some idle raised funds for cash management.
7、 Documents for future reference
1. Shenzhen Yan Tian Port Holdings Co.Ltd(000088) resolutions of the seventh interim meeting of the board of directors;
2. Shenzhen Yan Tian Port Holdings Co.Ltd(000088) resolutions of the seventh interim meeting of the board of supervisors;
3. Shenzhen Yan Tian Port Holdings Co.Ltd(000088) independent opinions of independent directors;
4. Verification opinions of Wanlian Securities Co., Ltd. Shenzhen Yan Tian Port Holdings Co.Ltd(000088) on the use of some idle raised funds for cash management.
It is hereby announced.
Shenzhen Yan Tian Port Holdings Co.Ltd(000088) board of directors January 12, 2022
