Southwest Securities Co.Ltd(600369)
About Guanghui Logistics Co.Ltd(600603)
Verification opinions on the deposit and use of raised funds in 2021
Southwest Securities Co.Ltd(600369) (hereinafter referred to as " Southwest Securities Co.Ltd(600369) " or "the independent financial consultant") as the independent financial consultant of Guanghui Logistics Co.Ltd(600603) (hereinafter referred to as " Guanghui Logistics Co.Ltd(600603) " or "the company") for major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions, In accordance with the company law of the people's Republic of China, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shanghai Stock Exchange, the measures for the administration of raised funds by listed companies of Shanghai Stock Exchange and other relevant provisions, a special verification was conducted on the deposit and use of raised funds in Guanghui Logistics Co.Ltd(600603) 2021, The details are as follows: I. Basic information of the company's raised funds (I) actual amount of raised funds and time of receipt of funds
With the approval of the reply of China Securities Regulatory Commission on Approving the major asset restructuring of Dazhou Xingye Holding Co., Ltd. and issuing shares to Xinjiang Guanghui industrial investment (Group) Co., Ltd. to purchase assets and raise supporting funds (zjxk [2016] No. 3162), the company invested in Xinjiang Guanghui industrial investment (Group) Co., Ltd Five investors including Xinjiang cuijin Investment Co., Ltd., Xinjiang Hanhai Equity Investment Co., Ltd., Zhao Sufei and Yao Jun privately issued 104011887 shares at an issue price of 13.46 yuan / share, raising a total of 1.4 billion yuan of supporting funds; After deducting the independent financial consultant fee of 1500000000 yuan and the underwriting fee of 1500000000 yuan, the actual amount received is 137000000000 yuan; After deducting other issuance expenses of 172000000 yuan (including tax) and share registration expenses of 10401189 yuan, the net amount of actually raised funds is 136817598811 yuan, The total amount of the net amount of the actually raised funds plus the deductible VAT input tax of 94641509 yuan of the issuance expenses of the non-public offering of shares and the independent financial consultant fee of 1500000000 yuan included in the early management expenses is 138412240320 yuan. The raised funds were received on April 17, 2017, and the capital contribution report of Daxin Certified Public Accountants (special general partnership) was published. (II) amount used and current balance in the current year
In 2021, the company used the raised funds of 130536 million yuan, all of which were used for the Logistics comprehensive base project of Urumqi north railway station.
As of December 31, 2021, the company has used 8879107 million yuan of raised funds, including 5931953 million yuan for replenishing the company's working capital and repaying loans from financial institutions, 1958495 million yuan for Urumqi North Station Logistics comprehensive base project and 988659 million yuan for permanently replenishing working capital. The remaining balance of raised funds and its interest amount to 506898300 yuan.
In order to improve the use efficiency of the raised funds, the company uses the temporarily idle raised funds of 535 million yuan to temporarily supplement the working capital, which is considered and approved by the eighth meeting of the ninth board of directors in 2020 held on July 22, 2020, for a period of no more than 12 months from the date of approval by the board of directors; As of June 1, 2021, the company has returned all the temporarily idle raised funds temporarily replenishing working capital to the special account for raised funds. According to the deliberation and approval of the fifth meeting of the 10th board of directors in 2021 held on June 2, 2021, the company uses the temporarily idle raised fund of 508.8 million yuan to temporarily supplement the working capital for a period of no more than 12 months from the date of approval by the board of directors; As of December 31, 2021, the company used temporarily idle raised funds to temporarily supplement the working capital balance of 505.7 million yuan, which has not been returned to the special account for raised funds; The balance and interest of the raised funds deposited in the special account for raised funds were RMB 1.1983 million. 2、 Management of raised funds (I) management of raised funds
In order to better manage and use the raised funds, in accordance with the relevant provisions of the CSRC, such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange and the articles of association, and in combination with the actual situation, before the raised funds are in place, The company revised the management system of raised funds, which was approved by the first meeting of the ninth board of directors in 2017, and made specific provisions on the storage, use, approval, change, supervision and disclosure of the use of raised funds.
In accordance with the relevant provisions of the China Securities Regulatory Commission, Shanghai Stock Exchange and the company's raised funds management system, the company and its subsidiaries (branches) as the main body of the implementation of raised funds investment projects opened special accounts for raised funds in Shanghai Branch of Bohai Bank Co., Ltd. and Shanghai Pudong Development Bank Co.Ltd(600000) Urumqi branch respectively, and signed the supervision agreement for the storage of raised funds in special accounts in accordance with the provisions, There is no significant difference between the signed agreement and the tripartite supervision agreement (model) on the special account storage of raised funds of Shanghai Stock Exchange.
According to the deliberation and approval of the first meeting of the ninth board of directors in 2017, before the raised funds are in place, the company will open special accounts for raised funds in advance in Shanghai Branch of Bohai Bank Co., Ltd. and Shanghai Pudong Development Bank Co.Ltd(600000) Urumqi branch, and deposit them into the special accounts in time after the raised funds are in place. On May 5, 2017, the company, the independent financial consultant and the banks opening special accounts for raised funds signed the tripartite supervision agreement on the storage of special accounts for raised funds.
In order to speed up the implementation progress of the investment projects with raised funds and standardize the management and use of the company's raised funds, it was deliberated and approved by the first meeting of the ninth board of directors in 2017 and the annual general meeting of shareholders in 2016, The implementation subject of Urumqi north railway station integrated logistics base project invested by the company is changed to Xinjiang Electromechanical Equipment Co., Ltd. (hereinafter referred to as "electromechanical company"), a wholly-owned subsidiary. Electromechanical company and Xinjiang Yazhong logistics business network Co., Ltd. (hereinafter referred to as "Yazhong logistics"), a wholly-owned subsidiary of the company, respectively opened special accounts for raising funds in Shanghai Branch of Bohai Bank Co., Ltd. to store the funds raised for Urumqi North Station comprehensive logistics base project, supplement the company's working capital and repay the loans of financial institutions. On May 8, 2017, the company, the independent financial consultant and Shanghai Branch of Bohai Bank signed the four party supervision agreement on the storage of special account for raised funds with electromechanical company and Asia China logistics respectively.
In order to clearly separate the current business of the electromechanical company from the Urumqi North Railway Station comprehensive logistics base project being implemented, so as to be more conducive to the company's management of raised investment projects, on August 3, 2017, the electromechanical company established Urumqi huilingxian branch (hereinafter referred to as "huilingxian branch") and opened a special account for raised funds.
On December 11, 2017, the company, electromechanical company, huilingxian branch, the independent financial consultant and Bohai Bank Shanghai Branch signed the five party supervision agreement on the storage of special account for raised funds. The above matters have been deliberated and approved at the first meeting of the ninth board of directors and the first extraordinary general meeting of shareholders in 2018.
After the raised funds are deposited into the special account, the company, Yazhong logistics, electromechanical company and huilingxian branch will store the raised funds of this non-public offering in a special account, and implement strict approval and supervision procedures for the use of the raised funds to ensure that the special funds are used for special purposes. During the reporting period, the above regulatory agreements were effectively implemented. (II) storage of raised funds in special account
As of December 31, 2021, the special account for the raised funds of this non-public offering is as follows:
Unit: RMB 10000
Account opening bank account amount
Guanghui Logistics Co.Ltd(600603) Bohai Bank Co., Ltd. Shanghai Branch 200344161900012526.49
Guanghui Logistics Co.Ltd(600603) Shanghai Pudong Development Bank Co.Ltd(600000) Uzbekistan Jiangsu Financial Leasing Co.Ltd(600901) 548 Shenzhen Cereals Holdings Co.Ltd(000019) 9192.29
Lumuqi branch
Electromechanical company 200350789 Shenzhen China Bicycle Company (Holdings) Limited(000017) 20.38
Huilingxian branch Bohai Bank Co., Ltd. Shanghai Branch 200408304 Wuhan Zhongyuan Huadian Science And Technology Co.Ltd(300018) 80.67
Asia China logistics 20035079170001380.00
Total -- 119.83
3、 Actual use of raised funds (I) progress of investment projects with raised funds
See attached table 1: comparison table of the use of raised funds for the progress of the use of raised funds in investment projects.
(II) use of raised funds to replace self raised funds invested in advance
In 2021, the company did not use the raised funds to replace the self raised funds invested in advance.
(III) change of the implementation subject and place of the project invested by raised funds
In 2021, the company did not change the implementation subject and place of the project invested by raised funds. (IV) temporary replenishment of working capital with idle raised funds
According to the deliberation and approval of the eighth meeting of the ninth board of directors in 2020 held on July 22, 2020, the company uses the temporarily idle raised fund of 535 million yuan to temporarily supplement the working capital for a period of no more than 12 months from the date of approval by the board of directors. As of June 1, 2021, the company has returned all the temporarily idle raised funds temporarily replenishing working capital to the special account for raised funds.
If the company's idle fund is not approved by the 10th board of directors meeting in December 2021, the time limit for the temporary use of the raised fund shall be the fifth month from the date of the 10th board of directors meeting in 2021.
As of December 31, 2021, the balance of the company using idle raised funds to temporarily supplement working capital was 505.7 million yuan. (V) purchase of financial products with idle raised funds
In 2021, the company did not use idle raised funds to purchase financial products. 4、 Change of investment projects with raised funds
On February 28 and March 16, 2018, the company held the first meeting of the ninth board of directors in 2018 and the first extraordinary general meeting of shareholders in 2018, deliberated and approved the proposal on changing some of the company's raised capital investment projects, and agreed to terminate the implementation of the community Internet comprehensive service platform project, And 988659 million yuan of funds raised by the project will be used to permanently supplement the working capital of the company.
In addition, as of December 31, 2021, the company has not changed the investment projects of raised funds. 5、 Problems in the use and disclosure of raised funds
As of December 31, 2021, the company has deposited, used and managed the raised funds in strict accordance with the provisions of the raised funds management system, the three-party supervision agreement on the storage of the raised funds, the four party supervision agreement on the storage of the raised funds, the five party supervision agreement on the storage of the raised funds and relevant laws and regulations, and fulfilled relevant obligations, There are no violations in the management of raised funds. 6、 Concluding opinions on whether the deposit and use of the company's raised funds are in compliance
After verification, the independent financial adviser believes that the deposit and actual use of the raised funds in Guanghui Logistics Co.Ltd(600603) 2021 are in line with the relevant provisions of the CSRC and Shanghai Stock Exchange on the deposit and use of the raised funds of listed companies.
Schedule 1:
Comparison table of use of raised funds
Unit: 10000 yuan
Total amount of raised funds 13841224 total amount of raised funds invested in this year (Note 1) 130536
The total amount of raised funds changed in this year is 0, and the total amount of raised funds invested has been 8879107
The proportion of total raised funds with changed purposes in this year is 0
The investment of the changed items of the committed investment projects after the adjustment of raised funds is up to the end of the current year. Whether the projects up to the end of the end of the end of the end of the end of the end of the end of the end of the end of the end of the end of the end of the end of the end of the end of the end of the end of the end of the end of the end of the period can reach the project target, including the total amount of the part of
