Securities code: 600054 (A shares) stock abbreviation: Huangshan Tourism Development Co.Ltd(600054) (A shares) No.: 2022-007 900942 (B shares) Huangshan B shares (B shares)
Huangshan Tourism Development Co.Ltd(600054)
As for the announcement on continuing to use some idle raised funds for cash management, the board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents. According to the resolution of the 32nd meeting of the 7th board of directors of the company, it is agreed that the company can use the idle raised funds of no more than RMB 300 million for cash management. The service life is within one natural year after the deliberation and approval of the board of directors of the company. Within the above limit range and service life, the funds can be used on a rolling basis (see Announcement No. 2021-006 of the company for details).
In view of the expiration of the above authorization period, the company held the 7th Meeting of the 8th board of directors and the 5th meeting of the 8th board of supervisors respectively on January 18, 2022, deliberated and adopted the proposal on continuing to use some idle raised funds for cash management, and agreed that the company would use idle raised funds of no more than RMB 200 million for cash management, The service life is a natural year after the approval of the board of directors of the company. Within the above quota range and service life, the funds can be used on a rolling basis. The details are as follows:
1、 Basic information of the raised funds
1. Basic information of raised funds
Approved by the reply on approving Huangshan Tourism Development Co.Ltd(600054) non-public development of shares (zjxk [2015] No. 994) of China Securities Regulatory Commission, Huangshan Tourism Development Co.Ltd(600054) non-public issued 26.85 million RMB common shares to specific investors at an issue price of 18.55 yuan / share, raised a total of 498067500 yuan, after deducting the issuance expenses of 9.4062 million yuan, The net amount of raised funds was 488661300 yuan. The availability of the above raised funds has been verified by Huapu Tianjian Certified Public Accountants (special general partnership) KYZ [2015] No. 3294 capital verification report.
2. Commitments of investment projects with raised funds
According to the company's non-public offering plan and the arrangement for the use of surplus funds of some raised investment projects, the investment projects and use plans of the above raised funds are as follows:
Unit: 10000 yuan
Total investment amount of sequential projects, including: investment number of raised funds, project name (10000 yuan, planned number), capital amount (10000 yuan, after adjustment of surplus raised funds)
1. Yuping cableway reconstruction project in Huangshan scenic spot 17865.80 12000.00
2 environmental renovation and reconstruction project of Beihai Hotel in Huangshan scenic spot 28000.00 30166.13
3 repayment of bank loan 6700.00 6700.00
Total 52565.80 48866.13
At present, the first and third investment projects with raised funds have been implemented, and the second "environmental renovation and reconstruction project of Beihai Hotel in Huangshan Scenic Spot" is still under implementation.
As of December 31, 2021, the actual balance of the special account for raised funds was 30.16942 million yuan, and the balance of unexpired bank financial products was 0 million yuan, totaling 30.16942 million yuan.
2、 Cash management using idle raised funds this time
1. Investment purpose: at present, the company's investment projects with raised funds are being implemented as planned, and there will be temporarily idle raised funds during the implementation of the project. In order to improve the use efficiency of raised funds, the company plans to use some idle raised funds for cash management on the premise of ensuring that the construction of investment projects and the safety of raised funds will not be affected, so as to increase capital benefits, better maintain and increase the value of the company's funds and protect the interests of the company's shareholders.
2. Investment quota: it is proposed to use idle raised funds of no more than RMB 200 million for cash management, and the funds within the above quota can be used on a rolling basis.
3. Investment period: the investment period is within one natural year after the approval of the board of directors of the company.
4. Investment category: the investment category is an investment product with high security and good liquidity within one year, which shall not be used for stocks and their derivatives, securities investment funds and entrusted financial products for securities investment.
5. Implementation method: the board of directors of the company authorizes the management to exercise the investment decision-making power within the above capital limit, service life and product type, and sign relevant contract documents.
6. Information disclosure: the company will timely perform the obligation of information disclosure in accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange.
7. Deliberation procedure: this investment does not involve venture capital and related party transactions. The matters involved in this investment are within the authority of the board of directors of the company. It has been deliberated and adopted at the 7th Meeting of the 8th board of directors and the 5th meeting of the 8th board of supervisors, and the independent directors and sponsors of the company have expressed their explicit consent. 3、 Investment risk analysis and risk control measures
(I) investment risk
Based on the principle of safeguarding the interests of shareholders, the company will strictly control risks, strictly control investment products and make prudent decisions. Although the products planned to be invested are investment varieties with high safety and good liquidity, the financial market is greatly affected by macroeconomic, fiscal and monetary policies. The company will make reasonable investment according to the economic situation and changes in the financial market, but it does not rule out that the investment is subject to market fluctuation risk, interest rate risk, liquidity risk, policy risk Information transmission risk and force majeure risk.
(II) risk control measures
1. The company will carry out relevant financial management business in strict accordance with relevant laws and regulations and relevant provisions of the articles of association, strengthen the analysis and research of relevant financial products, earnestly implement various internal control systems of the company and strictly control investment risks.
2. The company will abide by the principle of prudent investment, strictly select investment objects, and select products issued by units with good reputation, good operation and ability to ensure capital safety.
3. The company will timely analyze and track the investment direction of investment products and project progress according to the market situation. If it is found that there are risk factors that may affect the safety of the company's funds, the company will timely take preservation measures to control the investment risk.
4、 Impact on the company's operation
On the premise of ensuring the funds required for the investment projects with raised funds and ensuring the safety of raised funds, the company uses some idle raised funds for cash management, which will not affect the normal capital turnover of the company and the construction of investment projects with raised funds. At the same time, it can improve the use efficiency of funds, obtain certain investment benefits, and seek more investment returns for the company and shareholders, which is in line with the interests of the company and all shareholders.
The company plans to use some idle raised funds for cash management this time, which will not have a significant impact on the company's future main business, financial status and cash flow.
5、 Opinions of independent directors, board of supervisors and recommendation institutions
1. Opinions of independent directors
The independent directors of the company believe that the company plans to use no more than 200 million yuan of idle raised funds to invest in investment products with high safety and good liquidity, which is conducive to improving the use efficiency and income of the company's raised funds, does not affect the construction of investment projects and the normal use of raised funds, and does not change the purpose of raised funds in a disguised manner, which is in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and minority shareholders, and the relevant approval procedures comply with the requirements of relevant laws and regulations and the articles of association. We agree to this proposal.
2. Opinions of the board of supervisors
The board of supervisors of the company believes that, on the premise of not affecting the construction of investment projects and the safety of raised funds, the company uses idle raised funds of no more than RMB 200 million for cash management, which is conducive to improving the use efficiency and income of the company's raised funds, does not change the purpose of the raised funds in a disguised manner, and is in the interests of the company and all shareholders, There is no situation that damages the interests of the company and minority shareholders. The decision-making and deliberation procedures of this matter are legal and compliant, and we agree to this proposal.
3. Opinions of the sponsor
The sponsor Guoyuan Securities Company Limited(000728) believes that: Huangshan Tourism Development Co.Ltd(600054) on the premise of ensuring the safety of the raised funds and not affecting the construction of the investment projects invested by the raised funds, using no more than 200 million yuan of idle raised funds to invest in investment products with high safety and good liquidity, and the service life is within one natural year after the deliberation and approval of the board of directors of the company, which is conducive to improving the use efficiency of the raised funds and increasing the capital income of the company, In line with the interests of the company and all shareholders.
Guoyuan Securities Company Limited(000728) agrees that Huangshan Tourism Development Co.Ltd(600054) will use some idle raised funds for cash management this time.
6、 Documents for future reference
1. Resolutions of the 7th Meeting of the 8th board of directors of the company;
2. Resolutions of the 5th meeting of the 8th board of supervisors of the company;
3. Independent opinions expressed by independent directors of the company;
4. Guoyuan Securities Company Limited(000728) verification opinions on Huangshan Tourism Development Co.Ltd(600054) using some idle raised funds for cash management.
It is hereby announced.
Huangshan Tourism Development Co.Ltd(600054) board of directors January 19, 2022
