Huaxi Securities Co.Ltd(002926) about
Jiangsu Etern Company Limited(600105) to Shanghai Stock Exchange
<关于江苏 Jiangsu Etern Company Limited(600105) 有 限公司募集资金永久补充流动资金和变更年审会计师相关事项的问询函>
Verification opinions of the reply
Huaxi Securities Co.Ltd(002926) (hereinafter referred to as ” Huaxi Securities Co.Ltd(002926) ” or “sponsor”) as the sponsor of Jiangsu Etern Company Limited(600105) (hereinafter referred to as ” Jiangsu Etern Company Limited(600105) ” or “company”) public issuance of convertible corporate bonds, the inquiry letter on matters related to permanent supplement of working capital with Jiangsu Etern Company Limited(600105) raised funds and change of annual audit accountant issued by Shanghai Stock Exchange The reply items have been carefully verified, and the specific verification conditions are as follows:
Question 1. The announcement shows that the company plans to use the remaining raised funds totaling 465 million yuan for permanent replenishment of working capital. Among them, the balance of working capital temporarily supplemented in the early stage is 450 million yuan, which will be regarded as direct transfer this time and will not be returned to the raised capital account. The company is requested to verify and make supplementary disclosure: (1) whether the company’s termination of the raised investment project and permanent replenishment of working capital have been approved by the bondholders’ meeting and whether the bondholders’ right to sell back has been guaranteed; (2) whether the time, purpose and return of the above-mentioned raised funds to the special account of raised funds comply with the measures for the administration of raised funds of the exchange Whether the purpose of the raised funds has been changed in a disguised form according to the provisions of Article 15; (3) Explain the necessity of permanent replenishment of working capital with raised funds in combination with the company’s book capital, working capital demand, assets and liabilities and cash flow; (4) whether the non return of current replenishment funds to the raised capital account complies with the measures for the administration of raised funds of the exchange And other relevant provisions, and whether the relevant funds flow directly or indirectly to the controlling shareholders and their affiliates or are actually occupied; (5) The subsequent arrangement of relevant funds, including but not limited to listing the specific purpose, expected use progress, fund storage location, etc., and describing the safeguard measures to be taken by the company to ensure that the relevant funds are used for the operation and development of the listed company.
[reply description]
1、 Whether the company’s termination of raised investment projects and permanent replenishment of working capital have been approved by the bondholders’ meeting, and whether the bondholders’ resale rights have been guaranteed
On December 11, 2021, the company announced the notice of Jiangsu Etern Company Limited(600105) on convening the first bondholders’ meeting of “Yongding convertible bonds” in 2021. According to this announcement, the company will hold the first bondholders’ meeting of “Yongding convertible bonds” in 2021 on December 27, 2021. After being deliberated and approved by the bondholders’ meeting and the general meeting of shareholders, The company carries out the implementation of terminating raised investment projects and permanently replenishing working capital.
In order to protect the bondholders’ right of resale, according to the stock listing rules of Shanghai Stock Exchange (revised in December 2020), the company will give the bondholders of convertible companies the right of resale once within 20 trading days after the resolution is adopted by the general meeting of shareholders, and issue three prompt announcements of “Yongding convertible bonds” resale in accordance with the provisions.
2、 Whether the time, purpose and return of the above-mentioned temporary replenishment of working capital of the raised funds comply with the provisions of Article 15 of the measures for the administration of raised funds of the exchange, and whether there is any situation of changing the purpose of the raised funds in a disguised form
(i) The time, purpose and return of the raised funds to the special account of the raised funds
1. Time of temporary replenishment of working capital by raised funds and return to the special account for raised funds
The company publicly issued convertible corporate bonds in 2019. After deducting various issuance expenses, the net fund raised was 963238100 yuan. After the above-mentioned raised funds are received, the company has made three temporary replenishment of working capital with raised funds. The details are as follows:
(1) First temporary replenishment of working capital
On September 16, 2019, the company held the first interim meeting of the ninth board of directors in 2019 and the first interim meeting of the ninth board of supervisors in 2019, deliberated and adopted the proposal on the company’s use of some idle raised funds to temporarily supplement working capital, It is decided to use no more than 45 million yuan The raised funds (including 45 million yuan) temporarily replenish the working capital for production and operation related to the main business, and the period shall not exceed 12 months from the date of deliberation and approval by the board of directors. As of August 20, 2020, the company has returned all the above 45 million yuan raised funds for temporary replenishment of working capital to the special account for raised funds.
(2) Second temporary replenishment of working capital
On August 26, 2020, the company held the sixth meeting of the ninth board of directors and the sixth meeting of the ninth board of supervisors, deliberated and adopted the proposal on the company’s continued use of some idle raised funds to temporarily supplement working capital, It is planned to continue to use no more than 45 million yuan The raised funds (including 45 million yuan) are used to temporarily supplement the working capital for the production and operation related to the main business, and the term shall not exceed 12 months from the date of deliberation and approval by the board of directors. As of August 3, 2021, the company has returned all the above 45 million yuan raised funds used to temporarily supplement the working capital to the special account for raised funds.
(3) The third temporary replenishment of working capital
On August 3, 2021, the company held the sixth extraordinary meeting of the ninth board of directors in 2021 and the fourth extraordinary meeting of the ninth board of supervisors in 2021, deliberated and adopted the proposal on the company’s continued use of some idle raised funds to temporarily supplement working capital, It is agreed to continue to use the idle raised funds of no more than 45 million yuan (including 45 million yuan) to temporarily supplement the working capital for the production and operation related to the main business, and the term shall not exceed 12 months from the date of deliberation and approval by the board of directors. At present, the raised funds of 45 million yuan of the above temporary supplementary working capital have been transferred to the general account of the company and have not been returned due.
2. Purpose of previous temporary supplementary working capital
The above temporary replenishment of working capital is mainly used to repay working capital loans, pay for goods and
Due bank acceptance bills, etc. the specific payment amount and purpose are as follows:
Unit: 10000 yuan
Sequential payment amount
Purpose of temporary deposit in bank account of previous supplementary current transfer out amount (10000 yuan)
No. (10000 yuan)
114800.00 repayment of working capital loan Industrial And Commercial Bank Of China Limited(601398)
216360.00 [Note 1] 600.00 payment of bank draft due 11022609006041866
3960.00 payment for goods
4 Agricultural Bank Of China Limited(601288) 12400.00 repayment of working capital loan 18940.00 [Note 2]
55437010400026586540.00 payment for goods
China Citic Bank Corporation Limited(601998) Wujiang FenHu sub branch
65000.005000.00 repayment of working capital loan first temporary 7353510182600002015
Buliu Bank Of Jiangsu Co.Ltd(600919) FenHu sub branch
71000.001000.00 repayment of working capital loan 30450188000006550
Ping An Bank Co.Ltd(000001) Wujiang sub branch pays due bank draft 83000.003000.00
11015210310009 and letter of credit
99000.00 Bank Of China Limited(601988) 5196581961829000.00 repayment of working capital loan
10. Payment for goods by FenHu branch of Wujiang rural commercial bank at 887.95 yuan
1,190.00
Bank 11 20100310792303.00 repayment of working capital loan
1210000.00 repayment of working capital loan Industrial And Commercial Bank Of China Limited(601398)
14000.00 [Note 3] payment of bank draft due 13110226090060418664000.00
And acceptance deposit
China Construction Bank Corporation(601939)
141000.001000.00 repayment of working capital loan 32201997640050356552
15. The second temporary payment of goods at 1200.00, salary supplement payment, due bank remittance 1610000.00 Bank Of China Limited(601988) 5196581961821800.00, commercial bill and guarantee fee of letter of guarantee, etc
177000.00 repayment of working capital loan
Ping An Bank Co.Ltd(000001) Wujiang sub branch
eighteen thousand and five hundred
