About Hynar Water Group Co.Ltd(300961) of Anxin Securities Co., Ltd
Verification opinions on using some idle raised funds for cash management
Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” and “sponsor”) serves as the continuous supervision and sponsor of the initial public offering of shares of Shenshui Haina Water Group Co., Ltd. (hereinafter referred to as ” Hynar Water Group Co.Ltd(300961) ” and “the company”), In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem (revised in December 2020), 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 Hynar Water Group Co.Ltd(300961) using some idle raised funds for cash management have been verified. The verification conditions and opinions are as follows:
1、 Basic information of raised funds
With the approval of registration of Hynar Water Group Co.Ltd(300961) initial public offering (zjxk [2021] No. 352) issued by China Securities Regulatory Commission, the company issued 4432448000 ordinary shares (A shares) with a par value of 1.00 yuan per share, an issue price of 8.48 yuan per share and a total raised capital of 375871600 yuan, After deducting the relevant issuance expenses of 553171 million yuan (excluding tax), the net amount of raised funds is 3205545 million yuan. All the above raised funds have been received on March 25, 2021. Tianzhi International Certified Public Accountants (special general partnership) has verified the availability of funds for the issuer’s initial public offering of shares on March 26, 2021 and issued the capital verification report (Tianzhi Zi [2021] No. 17544). The company has adopted a special account storage system for the raised funds.
2、 Use of raised funds and idle reasons
According to the company’s prospectus for initial public offering and listing on GEM and the changes and adjustments to the investment plan of raised funds, the company’s use plan of raised funds after changes is as follows:
Unit: 10000 yuan
Project Name: amount of raised funds to be invested after adjustment of total investment
Jiangsu Siyang Xinyi water plant expansion project 1827360750000
Smart water R & D center upgrading project 1013482-
(1) Construction project of environmental engineering technology R & D center of Shenzhen headquarters 350297-
(2) Sewage R & D center construction project 331733-
(3) Jiangsu deepwater smart water R & D center construction project 331452-
Project Name: amount of raised funds to be invested after adjustment of total investment
Hynar Water Group Co.Ltd(300961) smart environment science and technology innovation research center construction project – 350297
Supplementary working capital 32 China Vanke Co.Ltd(000002) 105248
Total 60408423205545
Note 1: the company held the 25th meeting of the second board of directors and the 2020 annual general meeting of shareholders on April 27, 2021 and May 20, 2021 respectively, deliberated and approved the proposal on adjusting the amount of raised funds and changing some investment projects of raised funds, and agreed that the company should adjust the amount of raised funds and change some investment projects of raised funds according to the actual situation of the funds raised by the initial public offering of shares. Since the net amount of funds actually raised by the public offering is 3205545 million yuan, which is less than the amount of funds to be raised by 604084200 yuan, the company will adjust the amount of funds raised for the “expansion project of Xinyi water plant in Siyang County, Jiangsu Province” from 182736 million yuan to 75 million yuan, and the amount of funds raised for the “supplementary operation funds” project from 320 million yuan to 2105248 million yuan. In order to give priority to the construction and implementation of the “expansion project of Xinyi water plant in Siyang County, Jiangsu Province” and the “construction project of environmental engineering technology R & D center of Shenzhen headquarters” and improve the fund shortage in the actual operation of the company, the company decided not to use the raised funds for the construction of “sewage R & D center construction project” and “Jiangsu Shenzhen intelligent water R & D center construction project”, The follow-up will be solved through bank loans or other self raised funds.
Note 2: the company held the 29th meeting of the second board of directors and the second extraordinary general meeting of shareholders in 2022 on January 7, 2022 and January 24, 2022 respectively, deliberated and approved the proposal on changing part of the investment projects with raised funds, and agreed to change the purpose of the raised funds of the investment project “construction project of environmental engineering technology R & D center of Shenzhen headquarters”, All investment is made in the construction of ” Hynar Water Group Co.Ltd(300961) smart environment science and technology innovation research center construction project”, and the implementation location is changed from Nanshan District of Shenzhen to Bao’an District of Shenzhen.
At present, the company is steadily promoting the construction of investment projects with raised funds in accordance with the use plan of raised funds. As the construction of projects invested by raised funds needs a certain period, according to the construction progress of projects invested by raised funds, some of the raised funds will be temporarily idle. The company plans to make rational use of the idle raised funds for cash management to improve the use efficiency of raised funds. The use of idle raised funds for cash management does not change the purpose of raised funds in a disguised manner.
3、 Basic information of cash management using some idle raised funds this time
(I) investment purpose
In order to improve the use efficiency of the company’s funds and increase the income of the company’s cash assets, on the premise of ensuring the capital demand of daily operation, not affecting the construction of investment projects with raised funds and effectively controlling investment risks, the company uses idle raised funds for cash management, revitalizes funds and increases the income of stock funds.
(II) investment quota and term
The company uses the idle raised funds of no more than 50 million yuan for cash management to purchase short-term financial products with high safety, good liquidity and principal guaranteed commitment. The term is valid within 12 months from the date of deliberation and approval by the board of directors. Within the above quota and term, the funds can be used in a rolling manner, and the investment term of a single financial product purchased shall not exceed 12 months. When the cash management of temporarily idle raised funds expires, it will be returned to the special account for raised funds in time.
(III) investment varieties
In order to control financial risks, the company uses idle raised funds to invest in principal guaranteed financial products with high safety and good liquidity, including but not limited to time deposits, agreement deposits, structured deposits, call deposits, etc., and does not involve stocks, derivatives, fund investment, and Futures investment and other venture capital activities.
The above investment products shall not be used for pledge, and the special settlement account for cash management products of raised funds shall not deposit non raised funds or be used for other purposes.
(IV) source of funds
The source of funds for the company’s cash management this time is idle raised funds, which will not occupy the company’s normal operation and project construction funds, and the source of funds is legal and compliant.
(V) implementation mode
Within the validity period and limit, the board of directors authorizes the company’s management to exercise decision-making power and sign relevant contract documents. The specific matters shall be organized and implemented by the company’s financial management center.
(VI) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with the requirements 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 (revised in December 2020), the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, etc.
4、 Investment risk and control measures
(I) investment risk
1. Although the investment product to be purchased this time belongs to the category of low-risk investment, the financial market is greatly affected by the macro-economy, and it is not excluded that the investment is affected by market fluctuations;
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable;
3. Operation and monitoring risks of relevant staff.
(II) risk control measures
1. The company will strictly abide by the principle of prudent investment and choose low-risk investment varieties. The idle raised funds shall not be used for other securities investment, and shall not buy bank financial products that are not invested in stocks and their derivatives and unsecured bonds.
2. The audit and supervision department of the company is responsible for auditing and supervising the use and custody of investment funds, regularly conducting internal audit on the use and custody of raised funds, issuing a special report on the storage and use of raised funds and submitting it to the board of directors and the audit committee.
3. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of funds, and can hire professional institutions to audit when necessary.
4. 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
The company’s cash management with idle raised funds is carried out on the premise of ensuring the safety of the funds required for the investment projects with raised funds, which will not affect the normal implementation of the company’s investment projects with raised funds, and there is no behavior of changing the investment direction of raised funds in a disguised form. Through the cash management of idle raised funds, we can improve the use efficiency of funds and obtain certain investment income, so as to obtain more returns for the company and shareholders.
6、 Audit procedures and special opinions
(I) deliberations of the board of directors
On April 26, 2022, the company held the 30th meeting of the second board of directors, deliberated and approved the proposal on using some idle raised funds for cash management, and agreed that the company would use idle raised funds with a limit of no more than 50 million yuan for cash management under the condition of ensuring that the construction of raised investment projects and ensuring the safety of funds, for a period of no more than 12 months from the date of deliberation and approval by the board of directors, The investment period for purchasing a single investment product shall not exceed 12 months. Within the above quota and period, the funds can be used on a rolling basis, and the management of the company is authorized to exercise decision-making power.
(II) opinions of the board of supervisors
On April 26, 2022, the company held the 23rd Meeting of the second session of the board of supervisors, which deliberated and approved the proposal on using some idle raised funds for cash management. The board of supervisors held that the company’s rational use of idle raised funds for cash management can improve the efficiency of fund use and obtain certain investment income under the condition of ensuring that it will not affect the construction of investment projects with raised funds and ensure the safety of funds, There is no disguised change in the investment direction of the raised funds, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. It is agreed that the company will use the idle raised funds with a limit of no more than 50 million yuan for cash management, with a period of no more than 12 months from the date of deliberation and approval by the board of directors, and the investment period for purchasing a single investment product is no more than 12 months. Within the above limit and within the time limit, the funds can be used in a rolling manner.
(III) opinions of independent directors
The independent directors of the company believe that: under the condition of ensuring that the construction of investment projects with raised funds and the normal operation of the company are not affected, the company uses idle raised funds of no more than 50 million yuan for cash management, which is conducive to improving the use efficiency of funds and obtaining more investment returns for the company and shareholders. The company’s decision-making procedures for cash management this time 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self regulatory supervision of listed companies of Shenzhen stock exchange No. 2 – standardized operation of GEM listed companies and the articles of association, and are in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. To sum up, all independent directors unanimously agreed to use the idle raised funds for cash management.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of some temporarily idle raised funds for cash management has been deliberated and approved at the 30th meeting of the second board of directors and the 23rd Meeting of the second board of supervisors, and the independent directors have expressed their agreed independent opinions and fulfilled the necessary deliberation procedures, which is in line with the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange. The company’s use of idle raised funds for cash management this time will not affect the normal development of the investment project construction and daily production and operation of the company’s raised funds, and there is no change in the use of raised funds in a disguised manner, which is in line with the interests of the company and shareholders. To sum up, the recommendation institution has no objection to Hynar Water Group Co.Ltd(300961) this use of some idle raised funds for cash management.
(there is no text on this page, which is the signature and seal page of the verification opinions of Anxin Securities Co., Ltd. on Hynar Water Group Co.Ltd(300961) using some idle raised funds for cash management) sponsor representative (signature):
Fan Changjiang Yangfu
Anxin Securities Co., Ltd
