About Hunan aibulu Environmental Protection Technology Co., Ltd
Verification opinions on using part of the over raised funds to permanently supplement the working capital, using part of the temporarily idle raised funds and idle self owned funds for cash management
Western Securities Co.Ltd(002673) (hereinafter referred to as " Western Securities Co.Ltd(002673) " or "sponsor") is the sponsor of Hunan aibulu Environmental Protection Technology Co., Ltd. (hereinafter referred to as "aibulu", "company") for initial public offering and listing on GEM, According to the measures for the administration of securities issuance and listing recommendation business, 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-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business And other relevant regulations, the company has carefully verified the use of some over raised funds to permanently supplement working capital, and the use of some temporarily idle raised funds and idle self owned funds for cash management. The verification results are as follows:
1、 Basic information of raised funds
Approved by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on the approval of the registration of initial public offering of shares of Hunan aibulu Environmental Protection Technology Co., Ltd. (zjxk [2022] No. 495), Hunan aibulu Environmental Protection Technology Co., Ltd. (hereinafter referred to as the "company") issued 30000000 ordinary shares (A shares) with a par value of RMB 1 per share, The issuing price per share is 18.39 yuan, and the total amount of raised funds is 55170000000 yuan. After deducting 4163773585 yuan of underwriting recommendation fee (excluding tax) and 1847648378 yuan of other relevant issuance expenses (excluding tax), the actual net amount of raised funds is 49158578037 yuan. The raised funds have been transferred to the designated account of the company on April 20, 2022. Zhongshenhua Certified Public Accountants (special general partnership) has verified the capital availability of the company's initial public offering on April 21, 2022 and issued the capital verification report "CAC Zheng Yan Zi [2022] No. 0035". In order to standardize the management of the company's raised funds and protect the rights and interests of investors, the company signed the tripartite supervision agreement on raised funds with the sponsor and the bank opening the special account for raised funds, opened a special account for raised funds and stored the raised funds in a special account. All the above-mentioned raised funds have been deposited in the special account for raised funds of the company as required.
2、 Investment projects with raised funds
The basic information of the projects invested by the raised funds is as follows:
According to the information disclosed in the company's prospectus for initial public offering and listing on GEM, the investment projects and use plans of the funds raised by the company's initial public offering are as follows:
Unit: 10000 yuan
No. project name total investment amount of the project proposed investment amount
1. Construction project of 13579911352791 production base of integrated equipment for soil remediation agent and sewage treatment
2. Upgrading and construction project of R & D and Design Center 595260595260
3 marketing service and technical support network construction project 335332335332
4. Supplementary working capital project 12 Ping An Bank Co.Ltd(000001) 200000
Total 34885833483383
3、 Basic information of using some over raised funds to permanently supplement working capital
(I) plan to use some over raised funds to permanently supplement working capital
In accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 2 - standardized operation of GEM listed companies of Shenzhen Stock Exchange, the Listing Rules of gem shares of Shenzhen Stock Exchange and other relevant provisions, in combination with the actual operation of the company, in order to meet the company's working capital needs and improve the use efficiency of raised funds, At the same time, on the premise of ensuring the normal capital demand of the investment projects with raised funds and the use plan of raised funds, the company plans to use part of the over raised funds of 40 million yuan to permanently supplement the working capital, accounting for 27.92% of the total over raised funds, for the production and operation activities related to the main business.
(II) relevant instructions and commitments of the company on the use plan of the over raised funds
The use of some over raised funds to permanently supplement working capital is conducive to reducing the company's financial expenses and capital use costs, meeting the company's business development needs for working capital and improving the company's profitability. It will not conflict with the implementation plan of the investment project with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders.
The company promises:
1. The amount used for permanent replenishment of working capital shall not exceed the total amount of over raised funds in every 12 months
2. Within 12 months after replenishing working capital, the company shall not make high-risk investments such as securities investment and derivatives trading, or provide financial assistance to objects other than holding subsidiaries.
(III) review procedures
The company held the 16th meeting of the second board of directors and the 16th meeting of the second board of supervisors on May 19, 2022, deliberated and approved the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed to use the over raised funds of RMB 40 million to permanently supplement the working capital, accounting for 27.92% of the total over raised funds. The permanent replenishment of working capital with over raised funds this time will not affect the capital demand for the construction of investment projects with raised funds. No high-risk investment and financial assistance will be provided for objects other than holding subsidiaries within 12 months after replenishing working capital. The independent directors of the company have expressed their independent opinions on the above matters. This matter needs to be submitted to the general meeting of shareholders for deliberation.
(IV) verification opinions of the recommendation institution
After verification, the sponsor believes that the use of part of the over raised funds to permanently supplement the working capital is conducive to reducing the company's financial expenses and capital use costs, meeting the needs of the company's business development for working capital and improving the company's profitability. It will not conflict with the implementation plan of the investment project of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders.
The matter has been deliberated and approved at the 16th meeting of the second board of directors and the 16th meeting of the second board of supervisors of the listed company. The independent directors have issued clear consent opinions and fulfilled the necessary procedures, which need to be submitted to the general meeting of shareholders of the company for deliberation, It complies with the relevant provisions of relevant laws, regulations and normative documents, such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies. The sponsor has no objection to the use of some over raised funds to permanently supplement working capital.
4、 Basic information of cash management using some temporarily idle raised funds and idle self owned funds
(I) specific arrangements for cash management using some temporarily idle raised funds and idle self owned funds
1. Cash management purpose
In order to improve the use efficiency of funds, on the premise of ensuring the normal operation of the company and ensuring that the normal progress of the investment plan of raised funds and the safety of raised funds are not affected, some temporarily idle raised funds and idle self owned funds are reasonably used for cash management, so as to increase capital income and seek better investment return for the company and shareholders.
2. Types of investment products for cash management
(1) Varieties of idle self owned funds investment products
On the premise of ensuring the safety of funds, the company and its holding subsidiaries will strictly control risks in accordance with relevant regulations, and use idle self owned funds of no more than 200 million yuan (including this amount) to appropriately purchase low-risk and liquid financial products with an investment period of no more than 12 months, including but not limited to financial products, trust products issued by commercial banks, securities companies, insurance companies, trust companies or other financial institutions Asset management plan, structured deposits, money market funds, bond funds, reverse repurchase of treasury bonds, income certificates of securities companies and other financial objects and financial management methods approved according to the company's internal decision-making procedures, but excluding the investment varieties involved in high-risk investment in Shenzhen Stock Exchange listed companies self discipline supervision index No. 2 - standardized operation of GEM listed companies.
(2) Some products invested by temporarily idle raised funds
On the premise of ensuring the safety of funds, the company uses the temporarily idle raised funds (including over raised funds) with a limit of no more than 300 million yuan (including this amount) for cash management, and plans to buy financial products or deposit products with high security and good liquidity, including but not limited to structured deposits, large certificates of deposit, time deposits, call deposits and other products. The term of investment products shall not exceed 12 months. Products invested by temporarily idle raised funds must meet the following conditions:
1) Products with high security such as structured deposits and certificates of deposit;
2) Good liquidity shall not affect the normal operation of the investment plan of the raised funds. For the temporarily idle investment of raised funds, the above investment products shall not be pledged, and the special settlement account of products shall not deposit non raised funds or be used for other purposes.
3. Cash management limit and term
The company plans to use part of the temporarily idle raised funds of no more than RMB 300 million (including this amount) for cash management, and the company plans to use idle self owned funds of no more than RMB 200 million (including this amount) for cash management. The service life is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. The above amount can be recycled and accumulated within the validity period of the resolution.
4. Cash management decision and Implementation
After being deliberated and approved by the general meeting of shareholders, the chairman of the board of directors or the person authorized by the chairman of the board of directors shall be authorized to sign relevant contract documents within the validity period and the limit. The specific matters shall be organized and implemented by the financial department of the company.
5. Information disclosure
The company will perform relevant information disclosure obligations in accordance with the relevant provisions of Shenzhen Stock Exchange and other regulatory authorities. (II) investment risk analysis and risk control measures
1. Investment risk
(1) Although the company and its holding subsidiaries invest in financial products with high safety, good liquidity and controllable risk, 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.
2. Risk control measures
(1) The company will strictly abide by the principle of prudent investment, strictly screen investment objects, and select products issued by companies with good reputation, large scale, ability to ensure capital safety, good operating efficiency and strong capital operation ability. It shall not be used for other securities investment, and shall not purchase financial products with stocks and their derivatives and unsecured bonds as the investment object;
(2) The Finance Department of the company will timely analyze and track the investment direction of financial products and the progress of the project. If it is found that there are risk factors that may affect the safety of the company's funds, it will take corresponding measures in time to control the investment risk; (3) The Audit Department of the company shall supervise the use of funds;
(4) Independent directors and the board of supervisors may supervise and inspect the use of funds, and may hire professional institutions to audit when necessary.
(III) impact on the daily operation of the issuer
The company's use of idle self owned funds and some idle raised funds for cash management this time is to use idle self owned funds and some idle raised funds for cash management based on the principle of prudence under the condition of ensuring the normal operation of the company and not affecting the normal progress of the investment plan of raised funds, which will not affect the normal development of the company's main business and will not conflict with the implementation plan of the investment project of raised funds, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. At the same time, it can improve the efficiency of capital use, obtain a certain return on investment, and obtain more return on investment for the company and shareholders.
(IV) decision making procedures performed within the company
On May 19, 2022, the 16th meeting of the second board of directors and the 16th meeting of the second board of supervisors respectively deliberated and approved the proposal on using part of the temporarily idle raised funds for cash management and the proposal on using idle own funds for cash management. The company plans to use part of the temporarily idle raised funds of no more than RMB 300 million (including this amount) for cash management, The company plans to use idle self owned funds of no more than RMB 200 million (including this amount) for cash management. The service life is effective within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. The independent directors of the company have issued independent opinions expressly agreed, and the matter needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) verification opinions of the recommendation institution
After verification, the sponsor believes that the use of some temporarily idle raised funds and idle self owned funds for cash management will not conflict with the implementation plan of the investment project with raised funds, and there is no situation of changing the investment direction of raised funds and damaging the interests of shareholders in a disguised manner. The matter has been deliberated and approved at the 16th meeting of the second board of directors and the 16th meeting of the second board of supervisors of the listed company. The independent directors have issued clear consent opinions and fulfilled the necessary procedures, which need to be submitted to the general meeting of shareholders of the company for deliberation, It complies with the relevant provisions of relevant laws, regulations and normative documents, such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies. The sponsor is temporarily idle about the part of Abreu used this time
