Zhongtian Guofu Securities Co., Ltd
Verification opinions on cash management of Wuhan Tianyuan environmental protection Co., Ltd. using some idle raised funds
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “Zhongtian Guofu securities” or “sponsor”) as a sponsor under the continuous supervision of Wuhan Tianyuan environmental protection Co., Ltd. (hereinafter referred to as “Tianyuan environmental protection” or “company”), in accordance with the measures for the administration of securities issuance and listing recommendation business and the rules for the listing of stocks on the gem of Shenzhen Stock Exchange According to the requirements of laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, Tianyuan environmental protection has carefully verified the cash management of some idle raised funds, The details are as follows: I. Basic information of the raised funds
According to the reply on Approving the registration of initial public offering of Wuhan Tianyuan environmental protection Co., Ltd. (zjxk [2021] No. 3712) issued by China Securities Regulatory Commission, Wuhan Tianyuan environmental protection Co., Ltd. was approved to issue 102.5 million ordinary shares to the public at an issue price of RMB 12.03 per share, The total amount of funds raised is RMB 1233075000. After deducting the underwriting and recommendation fees, issuance registration fees and other transaction expenses totaling RMB 105.182 million, the actual net amount of funds raised is RMB 1127893000. Zhongshen Zhonghuan Certified Public Accountants (special general partnership) verified the availability of the raised funds and issued the capital verification report (Zhonghuan Yanzi (2021) No. 0100094) on December 27, 2021.
After the raised funds were received, the company and its wholly-owned subsidiary Yibin tianbai Sewage Treatment Engineering Construction Management Co., Ltd. stored the raised funds in a special account, and signed the tripartite supervision agreement for raised funds and the Quartet supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds. 2、 Investment projects of raised funds and reasons for idleness
According to the prospectus of Wuhan Tianyuan environmental protection Co., Ltd. for initial public offering and listing on GEM, the company plans to invest in the following projects after deducting the issuance expenses:
No. project name total project investment amount of raised funds to be used
1. Construction project of tianbai sewage treatment plant in Cuiping District, Yibin City (phase III)
2 environmental protection equipment intelligent manufacturing production line upgrade project 8678.82 8678.82
3 R & D center upgrading and reconstruction project 4064.50 4064.50
4 Marketing Center and marketing network construction project 4871.48 4871.48
5. Supplementary working capital 27000.00 27000.00
Total 62543.17
As the construction of the project invested by the raised funds has a certain period, according to the construction progress of the project invested by the raised funds, some of the raised funds are temporarily idle in the short term. 3、 The use of idle raised funds for cash management (I) management purpose
In order to improve the use efficiency of funds, the company plans to use the temporarily idle raised funds for cash management without affecting the normal progress of the investment plan of the raised funds, the safety of funds and the normal production and operation of the company, so as to better maintain and increase the value of the company’s cash and protect the interests of the company’s shareholders. (II) amount and term
The company plans to use the idle raised funds of no more than RMB 75 million (including this amount) to purchase investment products with high safety, good liquidity and guaranteed principal. The investment period of a single financial product shall not exceed 12 months. The validity period of cash management is 12 months from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. Within the above limit, the funds can be recycled and used on a rolling basis. (III) investment varieties
The company will strictly control risks in accordance with relevant regulations and purchase investment products with high security, good liquidity, principal guaranteed agreement and investment period of no more than 12 months (including but not limited to principal guaranteed financial products, structured deposits, agreed deposits, call deposits, fixed deposits, large certificates of deposit, etc.). The above products shall not be used for pledge, and the special settlement account for products shall not deposit non raised funds or be used for other purposes. If a special settlement account for products is opened or cancelled, the company will timely submit it to Shenzhen stock exchange for filing and announcement.
(IV) implementation mode
Authorize the company’s management to exercise relevant investment decision-making power within the scope and validity of the resolution, and sign relevant contract documents. The specific matters shall be organized and implemented by the company’s financial department. The authorization shall be valid within 12 months from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. (V) income distribution mode
The proceeds obtained from the company’s use of some temporarily idle raised funds for cash management will be managed and used in strict accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on the regulatory measures for raised funds. (VI) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance 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 guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and so on. (VII) description of association relationship
The company plans to purchase cash management products from financial institutions that do not have a related relationship. The use of some idle raised funds for cash management this time will not constitute a related party transaction. 4、 Investment risk and risk control measures (Ⅰ) investment risk analysis
1. Although the company plans to use idle raised funds to invest in investment products with high safety, good liquidity and guaranteed principal, 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 timely and appropriately intervene according to the economic situation and changes in the financial market, and the actual income of short-term investment is unpredictable.
(II) risk control measures
1. The company will strictly abide by the principle of prudent investment, select low-risk investment varieties, and shall not use the raised funds for other securities investment, and do not buy bank financial products with stocks and their derivatives and unsecured bonds as the investment object.
2. The company will timely analyze and track the investment direction of financial products. During the investment period of the above financial products, the company will maintain close contact with relevant financial institutions, timely track the operation of financial funds, strengthen risk control and supervision, and strictly control the safety of funds.
3. The internal audit department of the company shall conduct daily supervision on the use and custody of financial funds, and regularly audit and verify the use of financial funds.
4. The board of supervisors and independent directors of the company 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 perform the relevant information disclosure obligations in accordance with the relevant provisions of Shenzhen Stock Exchange. 5、 Impact on the daily operation of the company
The company’s use of temporarily idle raised funds for cash management is implemented on the premise of ensuring that it does not affect the normal use of raised funds and effectively control risks, and does not affect the normal construction of raised investment projects of the company. Appropriate low-risk investment and financial management can improve the use efficiency of raised funds and further increase the company’s income, which is in line with the interests of all shareholders. This cash management does not directly or indirectly change the purpose of the raised funds in disguised form, and does not damage the interests of the company and shareholders, especially minority shareholders. 6、 Review procedures and relevant opinions (I) opinions of the board of directors
The 8th meeting of the 5th board of directors of the company deliberated and approved the proposal on using some idle raised funds for cash management, and agreed that on the premise of ensuring the funds required for the company’s raised and invested projects, ensuring the safety of the raised funds and the normal production and operation activities of the company, Use the temporarily idle raised funds with an amount of no more than RMB 75 million (including principal) to purchase investment products with high security, good liquidity, principal guaranteed agreement and investment period of no more than 12 months (including but not limited to principal guaranteed financial products, structured deposits, agreed deposits, call deposits, time deposits, certificates of deposit, etc.), It shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. The funds within the above limit can be recycled and rolled within the validity period of the investment. The temporarily idle raised funds will be returned to the special account for raised funds in time after the expiration of cash management. (II) opinions of the board of supervisors
The fourth meeting of the 5th board of supervisors of the company deliberated and approved the proposal on using part of the idle raised funds for cash management, and agreed that the company would use the idle raised funds with an amount of no more than RMB 75 million (including this amount) for cash management on the premise of ensuring that the investment projects of the raised funds and the normal operation of the company would not be affected and the risks would be effectively controlled, For investment products with high safety, good liquidity, guaranteed principal and investment period of no more than 12 months, the period shall be effective within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Within the scope of the above quota and the validity period of the investment, the funds can be recycled and used in a rolling manner. (III) opinions of independent directors
The independent directors of the company believe that on the premise of ensuring the safety of funds and ensuring that the construction and use plan of investment projects with raised funds are not affected, the company plans to use idle raised funds with an amount of no more than RMB 75 million (including this amount) for cash management, The contents and deliberation procedures of the proposal comply with the 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, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, etc, It can increase capital income, which is in line with the interests of the company and all shareholders. This matter has fulfilled the necessary approval and verification procedures, and there is no situation of changing the use purpose of the raised funds in a disguised form, which will not affect the normal progress of the investment plan of the raised funds. Therefore, we unanimously agree that the company will use idle raised funds with a total amount of no more than RMB 75 million for cash management, and agree to submit the proposal on using some idle raised funds for cash management to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. 7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company’s 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, and the independent directors have expressed their consent on the matter. The matter needs to be submitted to the general meeting of shareholders of the company for deliberation and approval, and the necessary approval procedures that should be performed before the issuance of this verification opinion have been fulfilled. The company’s use of some idle raised funds for cash management this time complies with relevant laws and regulations such as Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, and listed companies regulatory guidance No. 2 – regulatory requirements for the management and use of raised funds by listed companies The relevant provisions of laws, regulations and normative documents do not change the purpose of the raised funds and damage the interests of shareholders, do not affect the normal progress of the investment plan of the raised funds, and are in line with the interests of the company and all shareholders. To sum up, Zhongtian Guofu securities has no objection to the company’s use of some idle raised funds for cash management.
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