Haitong Securities Company Limited(600837)
About Shanghaichengdiconstructioncorporationltd(603887)
Verification opinions on using some idle raised funds to supplement working capital
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) acts as a sponsor for Shanghaichengdiconstructioncorporationltd(603887) (hereinafter referred to as “chengdi shares” or “company”) to publicly issue convertible corporate bonds, According to the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange (revised in 2022), the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and The self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 11 – continuous supervision and other relevant provisions have verified the matters of listed companies using some idle raised funds to supplement working capital. The specific circumstances are as follows: I. Basic information of raised funds
Approved by the reply on approving Shanghaichengdiconstructioncorporationltd(603887) public issuance of convertible corporate bonds (zjxk [2020] No. 1178) of the China Securities Regulatory Commission, the listed company publicly issues convertible corporate bonds with a total face value of RMB 1200000000.00, each with a face value of RMB 100 and a term of 6 years. The total amount of funds raised is RMB 1200000000.00. After deducting the issuance expenses of RMB 6226415.09 (excluding tax), the net amount of funds raised by the listed company this time is RMB 1193773584.91.
The above funds have been remitted by Haitong Securities Company Limited(600837) to the company’s raised funds supervision account Jing’an branch of Shanghai Rural Commercial Bank (bank account number: 50131000814749893) on August 3, 2020. Tianzhi International Certified Public Accountants (special general partnership) has verified the availability of funds for the public offering of new shares by the listed company, And issued the capital verification report (tzyz [2020] No. 33653) on August 3, 2020.
According to the requirements of Shanghai Stock Exchange and relevant regulations, the listed company and the sponsor Haitong Securities Company Limited(600837) have signed a supervision agreement on the storage of special account for raised funds with Shanghai Rural Commercial Bank Co.Ltd(601825) Jing’an sub branch on August 7, 2020; The listed company, shenjiangtong Technology Co., Ltd., a subsidiary of the project implementation body, and the sponsor Haitong Securities Company Limited(600837) have signed the four party supervision agreement on the storage of special account for raised funds with China Construction Bank Corporation(601939) Shanghai Pudong branch on September 4, 2020. 2、 Basic information of investment projects with raised funds
As of February 17, 2022, the basic information of investment projects raised by listed companies is as follows:
Unit: 10000 yuan
No. project name total investment amount raised investment
Yihutai Intelligent Cloud Valley Digital Technology Industrial Park
Phase I of the project 105442.45 84045.99
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
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). 3、 The plan of temporarily replenishing working capital with raised funds this time
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), self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 – standardized operation 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 the investment projects with raised funds and not affecting the normal progress of the 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 listed company held the fifth meeting of the Fourth Board of directors on February 17, 2022, The proposal on using some idle raised funds to temporarily supplement working capital was deliberated and adopted, and it was agreed to use the raised funds of 350 million yuan to temporarily supplement working capital, which shall be used only in the production and operation related to the main business of the listed company, and the service life shall not exceed 12 months from the date of approval by the board of directors.
After the expiration, the listed company will return it to the special account for raised funds in time. The listed company will use this part of funds in strict accordance with the provisions of 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) and the guidelines for the self discipline supervision of listed companies on Shanghai Stock exchange No. 1 – standardized operation. 4、 The deliberation procedure of the board of directors on the temporary replenishment of working capital plan with some idle raised funds meets the regulatory requirements
On February 17, 2022, the listed company held the fifth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital. On the premise of ensuring the capital demand of the investment project with raised funds and not affecting the normal progress of the investment plan with raised funds, The raised capital of 350 million yuan shall be used to temporarily supplement the working capital required by the company’s daily operation, and shall only be used in the production and operation related to the main business of the listed company. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the listed company, and will be returned to the special account for raised capital after expiration.
Listed companies use raised funds to temporarily supplement working capital. According to 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), it does not need to be deliberated and approved by the general meeting of shareholders. The listed company will use the above raised funds in strict 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 (revised in 2022) and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, and there is no situation of changing the purpose of the raised funds in a disguised manner, It will not affect the normal progress of the investment project with raised funds and meet the regulatory requirements.
5、 Special opinions (I) opinions of independent directors
After careful consideration of the proposal on using some idle raised funds to temporarily supplement working capital, we believe that the company uses the raised funds of 350 million yuan to temporarily supplement the working capital of the company on the premise of ensuring the capital demand of the raised funds for investment projects and not affecting the normal progress of the raised funds investment plan, It is 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 of the company, which will help to improve the use efficiency of raised funds, further improve the overall performance level of the company, and obtain more investment returns for the shareholders of the company.
To sum up, we agree that the company will use the raised capital of 350 million yuan to temporarily supplement the working capital, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors. (II) deliberation of the board of supervisors
The company’s temporary replenishment of working capital with raised funds is implemented under the condition of ensuring that the construction of investment projects with raised funds and the use of raised funds will not be affected, the normal development and normal production and operation of investment projects with raised funds will not be affected, and there will be no damage to the interests of the company and all shareholders. 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.
The board of supervisors agrees that the company will use the raised funds of 350 million yuan to temporarily supplement the working capital required by the company’s daily operation, and will only be 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 deliberation and approval by the board of directors, and will be returned to the special account for raised funds after expiration. 6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the listed company’s use of some idle raised funds to supplement working capital has been deliberated and approved by the board of directors and the board of supervisors of the listed company, the independent directors have issued clear consent opinions and fulfilled the necessary examination and approval procedures; The use of some idle raised funds to supplement working capital is used for production and operation related to the main business, and will not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds, etc. through direct or indirect arrangements; It does not involve changing the purpose of the raised funds in a disguised form and does not affect the normal progress of the investment plan of the raised funds; The time for replenishing working capital this time does not exceed 12 months, Comply with the relevant provisions of the 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 the company’s raised funds management system. (no text below)
