Securities code: 603887 securities abbreviation: Shanghaichengdiconstructioncorporationltd(603887) Announcement No.: 2022-016
Bond abbreviation: urban land convertible bond bond Code: 113596
Shanghaichengdiconstructioncorporationltd(603887)
About the postponement of the company's investment projects with raised funds and raising some idle funds
Announcement on temporary replenishment of working capital
The board of directors and all directors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
Or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Shanghaichengdiconstructioncorporationltd(603887) (hereinafter referred to as the "company") on February 17, 2022
The fifth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of directors were held, which were considered and adopted at the meeting
Proposal on the extension of investment projects with raised funds and temporary supplement on the use of some idle raised funds
The proposal on working capital is hereby announced as follows:
1、 Basic information of raised funds
Issued by China Securities Regulatory Commission on Shanghaichengdiconstructioncorporationltd(603887)
The official reply to the public issuance of convertible corporate bonds (zjxk [2020] No. 1178) was approved and the company was publicly developed
The bank's convertible corporate bonds, with a face value of RMB 100 each, are issued at face value to raise funds
The total amount is RMB 1200000000, after deducting all issuance expenses of RMB 6226415.09 (excluding tax),
The net amount of funds actually raised was RMB 1193773584.91. The availability of the above funds has been approved by tianzhiguo
Jiji Certified Public Accountants (special general partnership) verified and issued capital verification report (tzyz [2020] No. 33653)
Report. The company has carried out special account storage management for the raised funds, and all the raised funds have been deposited in the raised funds upon arrival
In the special fund account, the company and Haitong Securities Company Limited(600837) (hereinafter referred to as the "sponsor") deposit
The commercial banks that raised funds signed the tripartite and quadripartite supervision agreement for the raised funds.
2、 Actual use of raised funds
(unit: yuan)
No. project name total investment amount expected investment amount of raised funds cumulative investment amount of raised investment funds
Yihutai Intelligent Cloud Valley digital technology 1054424500.00 840459900.00 840459900.00 87521900
Industrial Park project phase I
1. Equipment procurement input - 800438000.00 800438000.00 47500000
Construction cost 21900-40000.00
II. Supplement the company's working capital 359540100.00 359540100.00 353313684.91 353313684.91
Total 1413964600.00 1200000000.00 1193773584.91 440835584.91
As of February 17, 2022, the total amount of investment projects invested by listed companies with raised funds is
87521900 yuan, and the balance of funds raised by this public offering of shares (including interest) is 777394116.86 yuan.
3、 Situation, reasons and impact of the extension of the implementation period of raised investment projects
(I) extension of implementation period of raised investment projects
According to the actual progress of the project, the company plans to extend the implementation period of the above-mentioned raised investment project, as follows:
No. project name original planned construction period construction period after this extension
1. Phase I of Hutai smart cloud Valley Digital Technology Industrial Park project August 2022 February 2024
(II) reasons for extending the implementation period of raised investment projects
Under the guidance of the national double carbon goal, Suzhou power supply company further optimizes the power resources within the jurisdiction
Source configuration: the main body involved in the first-class important power users within the jurisdiction, shenjiangtong Technology Co., Ltd
Notice was given. According to the document "State Grid Suzhou power supply company" issued by Su power supply development [2021] No. 153 in June 2021
Circular of the company on printing and distributing the review opinions on the design scheme of 110 kV substation access system of shenjiangtong Technology Co., Ltd
According to the requirements of "know", the company actively responded to the planning and arrangement and immediately made a response to the "Hutai smart cloud Valley digital" of the raised investment project
The power access scheme of "phase I" of science and Technology Industrial Park project has been adjusted. As of the disclosure date of this announcement, the raised investment projects
The civil engineering, data center building and its supporting facilities have been basically completed, and the power access scheme still needs to be based on the Suzhou power supply company
The division requested further adjustments. Based on the above reasons, the company decided to extend the duration of the project to February 2024
Month.
(III) impact of the delay of the investment project with raised funds
The construction progress adjustment of the raised investment project is based on the actual situation of the project construction and the requirements of Suzhou power supply company
The prudent decision required to be made does not involve the adjustment of the total investment and construction scale of the project, and there is no change or disguise
Change the investment direction of raised funds and other situations that harm the interests of shareholders. The extension of this raised investment project will not affect the company's interests
Significant adverse impact on the production and operation before.
4、 A plan to temporarily replenish working capital with some idle raised funds after the extension of raised investment projects
In accordance with the provisions of regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and other normative documents, and in line with the principle of maximizing the interests of shareholders, on the premise of ensuring the capital demand for the construction of investment projects with raised funds and not affecting the normal progress of investment projects with raised funds, In order to maximize the use efficiency of raised funds, reduce financial expenses and safeguard the interests of the company and investors, the company held the fifth meeting of the Fourth Board of directors on February 17, 2022, deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital, and agreed to use the raised funds of 350 million yuan to temporarily supplement working capital, It is only used in the production and operation related to the company's main business, and the service life is no more than 12 months from the date of deliberation and approval by the board of directors.
After the expiration, the company will return it to the special account for raised funds in time. The company will standardize the use of this part of funds in strict accordance with the provisions of relevant laws and regulations 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 (revised in 2022).
4、 Review procedures for the extension of the investment projects with raised funds
(I) deliberations of the board of directors
On February 17, 2022, the company held the fifth meeting of the Fourth Board of directors, deliberated and approved the proposal on the extension of investment projects with raised funds and the proposal on using some idle raised funds to temporarily supplement working capital.
(II) opinions of independent directors
The delay of the investment project of the raised funds is caused by the change of the external power access design scheme in cooperation with the requirements of the power supply bureau, which does not involve the change of the implementation subject, implementation mode and main investment content, and there is no situation of changing the investment direction of the raised funds in a disguised form or damaging the interests of the shareholders of the company due to improper change, Comply with 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) and the company's raised funds management system and other provisions of the CSRC. At the same time, the raised funds of 350 million yuan are used to temporarily supplement the working capital of the company, and are only used in the production and operation related to the company's main business. The service life shall not exceed 12 months from the date of the resolution of the board of directors, which will help to improve the use efficiency of the raised funds, further improve the overall performance level of the company and obtain more return on investment for the shareholders of the company.
(III) opinions of the board of supervisors
The postponement of the project invested by raised funds is a prudent decision made by the company based on the actual implementation progress of the project invested by raised funds. It only involves the investment progress of the project invested by 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 company, Comply 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 (revised in 2022) and the company's raised funds management system of the CSRC, which is conducive to the long-term development of the company and in line with the interests of the company and all shareholders. After the extension of the raised investment project, the use of some idle raised funds to temporarily supplement the working capital is implemented under the condition of ensuring that the construction of the raised funds investment project and the use of the raised funds will not be affected, the normal development and normal production and operation of the company's raised funds investment project will not be affected, and the interests of the company and all shareholders will not be damaged. The necessary examination and approval procedures have been performed for this matter, and the decision-making and deliberation procedures comply with the provisions of laws, regulations and the articles of association.
(IV) opinions of the recommendation institution
After verification, the recommendation institution believes that the matters related to the extension of the implementation period of some raised investment projects of the listed company and the temporary supplement of working capital by using some idle raised funds have been deliberated and adopted at the fifth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of directors, and the independent directors have expressed their explicit consent, The listed company has fulfilled the necessary examination and approval procedures for this matter, which complies with the relevant provisions of the Shanghai Stock Exchange Stock Listing Rules, 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), and there is no situation of changing the purpose of raised funds in a disguised form, There are no circumstances that harm the interests of listed companies and shareholders. In conclusion, the recommendation institution has no objection to the extension of the implementation period of the investment project of the listed company with the raised funds and the supplement of some idle raised funds to working capital at the same time.
The board of directors, independent directors, the board of supervisors and the recommendation institution of the company have all fulfilled the necessary procedures in accordance with the requirements of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), which does not need to be deliberated by the general meeting of shareholders.
5、 Documents for future reference
1. Resolutions of the 5th meeting of the 4th board of directors;
2. Resolutions of the 5th meeting of the 4th board of supervisors;
3. Opinions of the fourth session of the independent board of directors on matters related to the fifth session of the independent board of directors;
4. Haitong Securities Company Limited(600837) verification opinions on the extension of the implementation period of the Shanghaichengdiconstructioncorporationltd(603887) raised capital investment project;
5. Haitong Securities Company Limited(600837) verification opinions on Shanghaichengdiconstructioncorporationltd(603887) using some idle raised funds to supplement working capital.
It is hereby announced.
Shanghaichengdiconstructioncorporationltd(603887) board of directors February 18, 2022
