Securities code: 603112 securities abbreviation: Shanxi Huaxiang Group Co.Ltd(603112) Announcement No.: 2022-011 convertible bond Code: 113637 convertible bond abbreviation: Huaxiang convertible bond
Shanxi Huaxiang Group Co.Ltd(603112)
With regard to the progress announcement of cash management using some idle raised funds, 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. Important content: entrusted financial management trustee: China Citic Bank Corporation Limited(601998) the amount of entrusted financial management this time: a total of 40 million yuan
Name of entrusted financial products: 08350 RMB structured deposits linked to the exchange rate of win-win Zhixin, 08351 RMB structured deposits linked to the exchange rate of win-win Zhixin, 08352 RMB structured deposits linked to the exchange rate of win-win Zhixin (the above financial products are purchased with idle convertible bonds raised funds)
Term of entrusted financial products: 31 days, 92 days and 181 days
Review procedures to be performed: 1. Shanxi Huaxiang Group Co.Ltd(603112) (hereinafter referred to as “the company”) held the 16th meeting of the second board of directors and the 11th meeting of the second board of supervisors on November 15, 2021, and deliberated and adopted the proposal on continuing to use some idle raised funds for cash management. Under the condition of ensuring that the normal production and operation of the company and the safety of funds are not affected, it is agreed that the company will carry out cash management on the temporarily idle raised funds with a total amount of no more than 130 million yuan (inclusive), and the validity period of the amount is valid within one year from the date of deliberation and approval by the board of directors. The independent directors of the company have issued independent opinions with explicit consent, and the recommendation institution has issued clear verification opinions on this matter.
2. Shanxi Huaxiang Group Co.Ltd(603112) (hereinafter referred to as “the company”) held the 18th meeting of the second board of directors and the 13th meeting of the second board of supervisors on January 20, 2022, and deliberated and adopted the proposal on cash management using the funds raised by some idle convertible bonds. Under the condition of ensuring that the normal production and operation of the company and the safety of funds are not affected, it is agreed that the company will conduct cash management on the temporarily idle raised funds with a total amount of no more than 500 million yuan (including), and the validity period of the amount is valid within 12 months from the date of deliberation and approval by the board of directors and the board of supervisors of the company. The independent directors of the company have issued independent opinions with explicit consent, and the recommendation institution has issued clear verification opinions on this matter.
1、 Overview of this entrusted financial management
(I) purpose of entrusted financial management
As the construction of raised investment projects requires a certain period, according to the project implementation plan and construction progress, part of the raised funds will be temporarily idle for a certain period of time. In order to improve the use efficiency of raised funds, on the premise of ensuring that the safety of raised funds and the normal progress of the investment plan of raised funds are not affected, the temporarily idle raised funds are used for cash management to increase the company’s income and obtain more returns for the company and shareholders.
(II) source of funds
1. Source of funds
All the funds entrusted by the company for financial management this time come from idle raised funds.
2. Basic information of raised funds
(1) With the approval of zjxk [2020] No. 1841 document of China Securities Regulatory Commission and the consent of Shanghai Stock Exchange, the company publicly issued 53.2 million RMB common shares (A shares) to the public by the lead underwriter Guotai Junan Securities Co.Ltd(601211) in the form of balance underwriting, with an issue price of 7.82 yuan per share and a total raised capital of 416024000.00 yuan, The raised capital after deducting 33018867.92 yuan of underwriting and recommendation fees (excluding VAT) is 383005132.08 yuan, which has been remitted to the raised capital supervision account of the company by the lead underwriter Guotai Junan Securities Co.Ltd(601211) on September 8, 2020. In addition, after deducting 18495283.02 yuan of attorney fees, audit and capital verification fees, information disclosure for this issuance and other issuance expenses (excluding value-added tax), the net amount of funds raised by the company this time is 364509849.06 yuan. The availability of the above raised funds has been verified by Tianjian Certified Public Accountants (special general partnership) and a capital verification report (tianjianyan [2020] No. 3-77) has been issued.
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use and protect the rights and interests of investors, the company has complied with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other laws and regulations In accordance with the provisions of the normative documents and the articles of association, and in combination with the actual situation of the company, the measures for the management of raised funds have been formulated. According to the measures for the administration of raised funds, the company implements a special account for the storage of raised funds, establishes a special account for raised funds in the bank, and together with the recommendation institution Guotai Junan Securities Co.Ltd(601211) Co., Ltd., signed the tripartite supervision agreement on the storage of raised funds with China Everbright Bank Company Limited Co.Ltd(601818) Linfen sub branch, Bank Of China Limited(601988) Linfen middle street sub branch and China Citic Bank Corporation Limited(601998) Linfen sub branch respectively The relevant responsibilities and obligations of the recommendation institution and the deposit bank are agreed in detail. There is no significant difference between the tripartite regulatory agreement and the model tripartite regulatory agreement of Shanghai Stock Exchange, and the company has strictly complied with the raised funds.
(2) Approved by the reply on approving Shanxi Huaxiang Group Co.Ltd(603112) public issuance of convertible corporate bonds (zjxk [2021] No. 3088) of the China Securities Regulatory Commission, the company is approved to publicly issue 800 million yuan of convertible corporate bonds (hereinafter referred to as “convertible bonds”) to the public, deducting underwriting and recommendation fees, audit and verification fees, lawyer fees The external expenses directly related to the issuance of convertible bonds, such as information disclosure fees and issuance handling fees, totaled 13489284.90 (excluding tax), and the net amount of funds actually raised was 786510715.10 yuan. The above raised funds have been transferred to the designated account on December 28, 2021. Tianjian Certified Public Accountants (special general partnership) verified the availability of the funds raised by the convertible bonds issued by the company and issued the verification report (tjyz [2021] No. 3-81).
According to the requirements of relevant laws and regulations, the company has stored the raised funds in a special account, and signed the tripartite supervision agreement on the storage of raised funds with the sponsor Guotai Junan Securities Co.Ltd(601211) and the bank storing the raised funds.
(III) basic information of the entrusted financial products
Serial number trustee name product type product name amount (10000 expected annualized income expected income fund product term income type structured reference annualized expectation whether it constitutes yuan) rate of return amount (10000 yuan) arrange rate of return income related party transactions
Win win Zhixin exchange rate
China Citic Bank Corporation Limited(601998) share structured deposit linked RMB settlement
1 10000.00 1.60% – 3.30% 13.59-28.03 31 day breakeven floating income – no
Limited company structured deposit
Phase 08350
Win win Zhixin exchange rate
China Citic Bank Corporation Limited(601998) share structured deposit linked RMB settlement
2 15000.00 1.60% – 3.41% 60.49-128.93 92 day breakeven floating income – no
Limited company structured deposit
Phase 08351
Win win Zhixin exchange rate
China Citic Bank Corporation Limited(601998) share structured deposit linked RMB settlement 133.89-
3 15000.00 1.80% – 3.30% 181 day breakeven floating income – no
Limited company structured deposit 245.47
Phase 08352
(IV) the company’s internal control over risks related to entrusted financial management
The company adheres to standardized operation. On the premise of ensuring that the normal operation of the company, the investment plan of raised funds and the safety of raised funds are not affected, the company strictly selects investment objects and selects products with good liquidity and short term issued by units with good reputation, large scale, ability to ensure fund safety, good operating efficiency and strong fund operation ability.
The company will timely track and analyze the investment direction and project progress of various financial products. Once it is found or judged that there may be adverse factors, it will timely take corresponding preservation measures to control investment risks. 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.
2、 Details of this entrusted financial management
(I) main terms of entrusted financial management contract
Product Name: win win Zhixin exchange rate linked RMB structured deposit 08350
Product No.: c22yw0115
Product type principal guaranteed
Product start date: February 1, 2022
Product life: 31 days
Product expiration date: March 4, 2022
The expected annualized rate of return is 1.60% – 3.30%
Product Name: win win Zhixin exchange rate linked RMB structured deposit 08351
Product No.: c22yw0116
Product type principal guaranteed
Product start date: February 1, 2022
Product life: 92 days
Product expiration date may 4, 2022
The expected annualized rate of return is 1.60% – 3.41%
Product Name: win win Zhixin exchange rate linked RMB structured deposit 08352
Product No.: c22yw0117
Product type principal guaranteed
Product start date: February 1, 2022
Product life 181 days
Product expiration date: August 1, 2022
The expected annualized rate of return is 1.80% – 3.30%
(II) investment direction of entrusted financial management funds
The investment products purchased with the raised funds for cash management this time are guaranteed financial products, which are linked to specific targets, win-win Zhixin exchange rate, RMB structured deposit 08350 and euro / US dollar spot exchange rate; Win win Zhixin exchange rate linked RMB structured deposit 08351 is linked to the spot exchange rate of euro / US dollar; The spot exchange rate of sterling / Zhixin is linked to the spot exchange rate of USD 08352.
(III) risk control analysis
In order to control investment risk, the company uses idle raised funds to entrust financial products, which are low-risk and short-term financial products. The company conducts entrusted financial management, selects financial institutions with good credit status, good financial status and strong profitability as the entrusted party, and signs a written contract with the entrusted parties to clarify the amount, period, investment varieties, rights, obligations and legal liabilities of both parties. The company’s use of idle raised funds for entrusted financial management is implemented on the basis of doing a good job in daily fund allocation and ensuring that the funds required for normal production and operation are not affected. The main purchases are low-risk floating income financial products.
3、 Information of entrusted financial management trustee
The entrusted party of the entrusted cash management is China Citic Bank Corporation Limited(601998) , and there is no relationship with the company, the controlling shareholder and the actual controller of the company.
4、 Impact on the company
(I) the main financial information of the company in the latest year and period is as follows:
