Haitong Securities Company Limited(600837)
About Shanghaichengdiconstructioncorporationltd(603887)
Extend the implementation period of investment projects with raised funds
Verification opinions
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” and “recommendation institution”) as a continuous supervision and recommendation institution for Shanghaichengdiconstructioncorporationltd(603887) (hereinafter referred to as ” Shanghaichengdiconstructioncorporationltd(603887) ” and “listed company”) to publicly issue convertible corporate bonds, according to the management methods of securities issuance and listing recommendation business and the stock listing rules of Shanghai Stock Exchange (revised in 2022) The guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and other relevant laws, regulations and normative documents, as well as the provisions of the management system for raised funds of listed companies, The Shanghaichengdiconstructioncorporationltd(603887) extension of the implementation period of the investment project with raised funds has been carefully verified. The details are as follows: I. Basic information of the raised funds (I) availability of the raised funds
With the approval of the reply on Shanghaichengdiconstructioncorporationltd(603887) public issuance of convertible corporate bonds issued by the China Securities Regulatory Commission (zjxk [2020] No. 1178), listed companies publicly issued convertible corporate bonds of 1.2 billion yuan, with a face value of 100 yuan each, issued at face value, and raised a total amount of 120 million yuan, After deducting all issuance expenses of 6226415.09 yuan (excluding tax), the net amount of funds actually raised is 1193773584.91 yuan. The availability of the above funds has been verified by Tianzhi International Certified Public Accountants (special general partnership) and a capital verification report (tzyz [2020] No. 33653) has been issued. The listed company has carried out special account storage management for the raised funds, and all the raised funds have been deposited in the special account for the raised funds after they are received. The listed company has signed three-party and four-party supervision agreements for the raised funds with Haitong Securities Company Limited(600837) (hereinafter referred to as the “recommendation institution”) and commercial banks that deposit the raised funds. (II) construction of projects invested with raised funds
According to the Shanghaichengdiconstructioncorporationltd(603887) prospectus for public issuance of convertible corporate bonds, the above raised funds will be invested and used around the main business after deducting the issuance expenses. According to the company’s strategic development, it is proposed to invest in the following projects:
Unit: 10000 yuan
No. project name total investment amount raised investment
Yihutai Intelligent Cloud Valley Digital Technology Industrial Park 105442.45 84045.99
Project phase I
1. Equipment procurement input – 80043.80
2. Project construction cost – 4002.20
II. Supplementary working capital 35954.01 35331.37
Total 141396.46 119377.36
2. Actual use of raised funds
As of February 17, 2022, the total amount of investment projects invested by listed companies with raised funds (excluding supplementary working capital) is 87521900 yuan, and the balance of this raised funds is 777394116.86 yuan (including interest).
Unit: 10000 yuan
No. project name total investment amount raised investment amount accumulated investment amount
Phase I of 105442.45 84045.99 8752.19 project of yihutai Intelligent Cloud Valley Digital Technology Industrial Park
1. Equipment procurement input – 80043.80 4750.00
2 project construction cost – 4002.20 4002.19
II. Supplementary working capital 35954.01 35331.37 35331.37
Total 141396.46 119377.36 44083.56
2、 The extension of the implementation period of the project invested by the raised funds and the reasons for the extension (I) the extension of the implementation period of the project invested by the raised funds
Shanghaichengdiconstructioncorporationltd(603887) held the fifth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors on February 17, 2022. The meeting deliberated and adopted the proposal on the extension of investment projects with raised funds. According to the actual progress of the project, the listed company plans to extend the implementation period of the above-mentioned raised investment project, adjust the completion period of the project from August 2022 to February 2024, and do not change the construction content of the raised investment project. The details are as follows:
Whether the name of the sequential project is changed or not? The original planned construction period is limited by the number of construction period after this extension
1 Hutai smart cloud Valley digital technology no August 2022 February 2024
Industrial Park project phase I
(II) reasons for the extension of the implementation period of the project invested by the raised funds
Under the guidance of the national double carbon goal, Suzhou power supply company further optimized the allocation of power resources within the jurisdiction and notified the subject “shenjiangtong Technology Co., Ltd.” as a primary important power user within the jurisdiction.
According to the requirements of Su power supply development [2021] No. 153 “Notice of State Grid Suzhou power supply company on printing and distributing the review opinions on the design scheme of 110 kV substation access system of shenjiangtong Technology Co., Ltd.” issued in June 2021, the listed company adjusted the power access scheme of the raised investment project “phase I of Hutai smart cloud Valley Digital Technology Industrial Park project”. At present, the civil works of the raised investment project, the data center building and its supporting facilities have been basically completed, and the new power access scheme has been orderly promoted according to the requirements of Suzhou power supply company.
On October 22, 2021, the national development and Reform Commission, together with the Ministry of industry and information technology, the Ministry of ecological environment, the State Administration of market supervision and the national energy administration, issued several opinions on strict energy efficiency constraints and promoting energy conservation and carbon reduction in key areas (fgy [2021] No. 1464). The opinions of the national development and Reform Commission clearly strengthened the green and high-quality development of data centers, Key industries are encouraged to use new infrastructure such as green data centers to achieve energy conservation and consumption reduction. The power utilization efficiency (PUE) of new large and super large data centers shall not exceed 1.3. At present, the designed power utilization efficiency (PUE) of phase I of Hutai smart cloud Valley Digital Technology Industrial Park project is 1.38. The listed company will strictly purchase low-energy consumption related equipment to meet the final project acceptance of the development and reform department.
Based on the above reasons, the listed company decided to extend the term of the project to February 2024. 3、 Impact of extending the implementation period of investment projects with raised funds on Listed Companies
The adjustment of the construction progress of the raised investment project is a prudent decision made according to the actual situation of the project and the requirements of Suzhou power supply company. At the same time, in order to meet the acceptance standard of the final power utilization efficiency (PUE) of the project below 1.3, the energy consumption of the purchased equipment needs to be evaluated. It does not involve the adjustment of the total investment and construction scale of the project, and there is no change or disguised change in the investment direction of the raised funds or other circumstances that harm the interests of shareholders. The extension of this raised investment project will not have a significant adverse impact on the current production and operation of the listed company.
4、 Deliberation procedures for the postponement of the investment projects with raised funds (I) deliberation of the board of directors
The listed company held the fifth meeting of the Fourth Board of directors on February 17, 2022, deliberated and adopted the proposal on the extension of investment projects with raised funds. (II) opinions of independent directors
The delay of the investment project with raised funds is caused by the change of external power access design scheme in cooperation with the requirements of the power supply bureau, which does not involve the change of implementation subject, implementation mode and main investment content, and there is no situation of changing the investment direction of raised funds in a disguised manner or damaging the interests of shareholders of listed companies due to improper change, The guidelines for the supervision and management of the raised funds of listed companies (No. 2022 revised by the China Securities Regulatory Commission) and the guidelines for the supervision and management of listed companies (No. 2022 revised by the China Securities Regulatory Commission). (III) opinions of the board of supervisors
The postponement of the investment project with raised funds by the listed company is a prudent decision based on the actual implementation progress of the investment project with raised funds. It only involves the investment progress of the investment project with raised funds, and does not involve the change of the project implementation subject, implementation method and main investment content. There is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders of the listed company, Comply with the relevant provisions of the CSRC’s guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the company’s raised funds management system, which is conducive to the long-term development of listed companies, In line with the interests of the listed company and all shareholders. 5、 Internal approval procedures for this event
The listed company held the fifth meeting of the Fourth Board of directors on February 17, 2022, deliberated and adopted the proposal on the extension of investment projects with raised funds, and agreed that the listed company would extend the construction and implementation period of “phase I of Hutai smart cloud Valley Digital Technology Industrial Park project” to February 2024. The independent directors and the board of supervisors of the listed company issued explicit consent opinions on the matter.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the extension of the implementation period of some raised investment projects of the listed company has been deliberated and approved at the fifth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors, the independent directors have expressed their explicit consent, and the listed company has fulfilled the necessary approval procedures for this matter, It complies with the relevant provisions of the stock listing rules of Shanghai Stock Exchange (revised in 2022) and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and there is no situation of changing the purpose of the raised funds in a disguised form and damaging the interests of listed companies and shareholders.
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