Dongxing Securities Corporation Limited(601198)
About Shenzhen Zhongzhuang Construction Group Co.Ltd(002822)
Verification opinions on temporarily replenishing working capital with some idle raised funds
As the sponsor of Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) (hereinafter referred to as ” Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) ” or “the company”) to publicly issue convertible corporate bonds in 2021, Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) ” or “sponsor”) 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 of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, etc, Prudential verification was conducted on Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) using some idle raised funds to temporarily supplement working capital. The relevant information is as follows:
1、 Basic information of raised funds
(I) funds raised by public issuance of convertible corporate bonds in 2019
With the approval of the reply on approving Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) public issuance of convertible corporate bonds (zjxk [2018] No. 1911) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the company publicly issued 5.25 million convertible corporate bonds (hereinafter referred to as “convertible bonds”), with a face value of RMB 100 each, The total amount of funds raised is 525 million yuan (including issuance expenses), and the net amount of funds raised is 512.3069 million yuan. Tianzhi International Certified Public Accountants (special general partnership) has verified the arrival of the raised funds and issued the capital verification report (tzyz [2019] No. 18233).
In 2019, the company publicly issued convertible corporate bonds to raise funds for the project of prefabricated construction industrial base. (II) funds raised by public issuance of convertible corporate bonds in 2021
Approved by the reply on approving Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) public issuance of convertible corporate bonds (zjxk [2021] No. 666) of China Securities Regulatory Commission, Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) publicly issued 11.6 million convertible corporate bonds, with a face value of 100 yuan each, a total amount of 1160000000.00 yuan and a net amount of 1136440640.89 yuan. Dahua Certified Public Accountants (special general partnership) has verified the availability of raised funds and issued the “Dahua Yan Zi [2021] No. 000234” verification report.
In 2021, the company publicly issued convertible corporate bonds to raise funds for construction projects, Wusha (kuanyuan) big data center and supplementary working capital.
2、 Use of raised funds
(I) funds raised by public issuance of convertible corporate bonds in 2019
As of February 21, 2022, the actual use of the funds raised by the company’s plan to publicly issue convertible corporate bonds is as follows:
Unit: 10000 yuan
Project name of the project in which the raised funds are expected to be invested
No. total amount deposit limit
Prefabricated construction industry base
1 57078.69 51230.69 3634.50 7.09% land project
Total 57078.69 51230.69 3634.50 7.09%
As of February 21, 2022, the accumulated interest income of the special account for raised funds and the net amount of bank financial management income after deducting bank handling fees were 17.1286 million yuan (the above data were not audited).
As of February 21, 2022, the company has used a total of 36.345 million yuan of raised funds, and the due balance of the special account for raised funds of the company is 49.30905 million yuan, of which the actual balance of the special account for raised funds is 32.80905 million yuan and the amount of raised funds for cash management is 165 million yuan.
(II) funds raised by public issuance of convertible corporate bonds in 2021
As of February 21, 2022, the actual use of the funds raised by the company’s public issuance of convertible corporate bonds is as follows:
Unit: 10000 yuan
Project investment and fund-raising funds are expected in the order. Name of the project to be invested by the raised funds
Total investment amount of No. 1 capital and amount of investment
1 construction project 68988.89 45000.00 25154.33 55.9%
Bijie qixingguan District Second People’s Hospital
1.1 18655.02 12000.00 1024.33 8.54% secondary (functional) decoration EPC project
Fine decoration project of ASEAN Academy of Arts
1.2 12044.53 6000.00 3829.21 63.82% construction of bid section I
Bid section I of Nanhai District Sports Center Project
1.3 construction electromechanical installation professional subcontractor 11297.19 7000.00 5623.59 80.34%
Bid section I of Nanhai District Sports Center Project
1.4 project construction: landscape, greening, roads 6894.94 6000.00 5952.17 99.2% and professional subcontracting works of lighting lighthouse works
Bid section I of Nanhai District Sports Center Project
1.5 6843.15 5000.00 3640.84 72.82% project construction intelligent professional subcontracting project
Red earth innovation Plaza decoration project No. 1
1.6 4618.42 3500.00 3319.59 94.85%
Repair of outpatient and Emergency Building of Longgang Central Hospital
1.7 4490.24 2500.00 948.33 37.93% reconstruction project
The 3rd Asian Youth Games Shantou swimming and diving
1.8 fine decoration project of the pavilion reconstruction project (Shantou Sports University 4145.41 3000.00 816.27 27.21% school)
2 Wusha (kuanyuan) big data center 75000.00 40000.00 3916.07 9.79%
3. Supplementary working capital 31000.00 28644.06 28644.06 100.00%
Total 174988.89 113644.06 57714.46 50.79%
As of February 21, 2022, the accumulated interest income of the special account for raised funds and the net amount of bank financial management income after deducting bank handling fees were RMB 5.7105 million (the above data were not audited).
As of February 21, 2022, the company has used 577144600 yuan of raised funds accumulatively, and the balance of the special account for raised funds of the company is 565.065 million yuan, of which the actual balance of the special account for raised funds of the company is 239.065 million yuan and the amount of raised funds for cash management is 326 million yuan.
3、 Temporary replenishment of working capital and return of idle raised funds used in the previous time
(I) funds raised by public issuance of convertible corporate bonds in 2019
On April 18, 2021, the company held the 32nd meeting of the third board of directors and the 29th meeting of the third board of supervisors respectively, which deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital, It is agreed that the company will temporarily supplement the working capital with the idle raised capital of no more than RMB 300 million raised by the public issuance of convertible corporate bonds in 2019. The service life shall be no more than 12 months from the date when the proposal is approved by the board of directors, and shall be returned to the special account for raised capital before the expiration date (April 17, 2022); If the implementation progress exceeds the current expectation due to the development needs of the project with raised funds, the company will use its own funds to return them in time at any time to ensure the progress of the project. The temporary replenishment of working capital with the raised funds will not affect the normal implementation of the investment projects with the raised funds. For details, the company published on cninfo.com.cn on April 19, 2021 Announcement on temporarily replenishing working capital with some idle raised funds (Announcement No.: 2021-043) on the securities times, Securities Daily, Shanghai Securities News and China Securities News.
As of February 17, 2022, all the raised funds used for temporary replenishment of working capital of the company have been returned to the special account for raised funds by stages, and the service life has not exceeded 12 months. The relevant information about the return of raised funds has been notified to the company’s sponsor Dongxing Securities Corporation Limited(601198) . For details, please refer to the company’s publication on cninfo (www.cn. Info. Com. CN.) on February 18, 2022 Announcement on return of raised funds for temporary supplementary working capital (Announcement No.: 2022-013) on securities times, Securities Daily, Shanghai Securities News and China Securities News.
(II) funds raised by public issuance of convertible corporate bonds in 2021
The raised funds had not used idle raised funds to temporarily supplement working capital.
4、 The use of idle raised funds to supplement working capital this time
As the project invested by the raised funds of the company has a certain construction period, some of the raised funds will be idle during the completion of the project. In accordance with 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 No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange and other relevant provisions, in order to improve the efficiency of the use of raised funds, reduce the financial expenses of the company and follow 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 the normal progress of the investment projects with raised funds, according to the needs of the company’s production and operation, the company plans to idle the raised funds from the public issuance of convertible corporate bonds in 2019 of no more than RMB 300 million The idle funds raised from the 2021 public issuance of convertible corporate bonds of no more than RMB 100 million are temporarily used to supplement the working capital. The service life shall not exceed 12 months after the deliberation and approval of the board of directors. The funds will be used for production and operation. The company will return the funds to the special account for raised funds before the expiration date of this supplementary working capital.
The temporary replenishment of working capital with idle raised funds will not affect the normal progress of the construction of the investment project with raised funds, and the purpose of the raised funds has not been changed in a disguised form. The use of idle raised funds to temporarily supplement working capital this time can save the company at least 17.4 million yuan (calculated according to the bank’s benchmark loan interest rate of 4.35%). During the period of temporary replenishment of working capital with idle raised funds, if the actual implementation progress of the raised investment project exceeds the expectation due to development needs, the company is responsible for returning the raised funds used for temporary replenishment of working capital to the special account for raised funds to ensure the progress of the project. The resulting working capital gap shall be solved by the company itself by increasing bank loans or other means.
Before temporarily replenishing working capital with idle raised funds, the company has returned the previously raised funds used for temporarily replenishing working capital.
The company promises not to make high-risk investments such as securities investment and derivatives trading directly or indirectly during the temporary replenishment of working capital with some idle raised funds, and not to provide financial assistance to objects other than holding subsidiaries.
5、 Review procedures and relevant opinions for implementation
The company’s use of some idle raised funds to temporarily supplement working capital has been discussed at the 10th meeting of the 4th board of directors and the 4th board of supervisors
