Haitong Securities Company Limited(600837)
About Guizhou Wire Rope Co.Ltd(600992)
Special verification opinions on the deposit and use of raised funds in 2021
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) as a sponsor of Guizhou Wire Rope Co.Ltd(600992) (hereinafter referred to as ” Guizhou Wire Rope Co.Ltd(600992) ” or “company”) non-public offering of shares in 2013, in accordance with the measures for the administration of securities issuance and listing sponsor business and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies In accordance with the requirements of relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the deposit and use of raised funds in Guizhou Wire Rope Co.Ltd(600992) 2021 have been checked. The verification results and verification opinions are hereby published as follows:
1、 Basic information of raised funds
Approved by the reply on the approval of Guizhou Wire Rope Co.Ltd(600992) non-public offering of shares issued by China Securities Regulatory Commission (zjxk [2013] No. 1134), Guizhou Wire Rope Co.Ltd(600992) non-public offering of RMB common shares (A shares) 80720000 shares to specific objects at an issue price of 5.70 yuan / share, raising a total of 46010400000 yuan after deducting the issuance expenses of 1452384000 yuan, The net amount of raised funds is 44558016000 yuan.
The above funds were received on December 10, 2013, verified by Tianjian Certified Public Accountants (special general partnership) and issued the capital verification report (tjy [2013] No. 3-34).
As of December 31, 2021, the balance of the special account for raised funds was 36106217307 yuan (including interest income).
2、 Management of raised funds
In order to standardize the management and use of the raised funds, improve the efficiency and efficiency of the use of funds and protect the rights and interests of investors, the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other relevant laws The Guizhou Wire Rope Co.Ltd(600992) measures for the administration of raised funds (hereinafter referred to as the “measures”) has been formulated and strictly implemented in accordance with the provisions of laws, regulations and normative documents and in combination with the actual situation of the company.
On December 31, 2013, the company (Party A), the sponsor Haitong Securities Company Limited(600837) (Party C) and the opening bank of the special account for raised funds Industrial And Commercial Bank Of China Limited(601398) Zunyi Baqi sub branch, Bank Of China Limited(601988) Zunyi branch business department, Zunyi Huichuan District Rural Credit Cooperative Association business department, Bank Of Communications Co.Ltd(601328) Zunyi branch Wanli road sub branch China Merchants Bank Co.Ltd(600036) Zunyi branch and other five banks (Party B) signed the tripartite supervision agreement on the storage of Guizhou Wire Rope Co.Ltd(600992) raised funds special account (hereinafter referred to as the “tripartite supervision agreement”). There is no significant difference between the tripartite regulatory agreement and the model tripartite regulatory agreement of Shanghai Stock Exchange, and the company has strictly complied with the raised funds.
As of December 31, 2021, the details of the special account for raised funds are as follows:
Account amount of deposit bank (yuan)
Industrial And Commercial Bank Of China Limited(601398) Zunyi Baqi sub branch 24030212292000124978109322369
Bank Of China Limited(601988) Zunyi branch business department 13202572993711336135127
Business Department of rural credit cooperative association, Huichuan District, Zunyi City 2194010 Dongrui Food Group Co.Ltd(001201) 1 Beibu Gulf Port Co.Ltd(000582) 0955750.69
Bank Of Communications Co.Ltd(601328) Zunyi branch Wanli road sub branch 523060200001817076233115 Shanghai Moons’ Electric Co.Ltd(603728) 520
China Merchants Bank Co.Ltd(600036) Zunyi branch 7559159424103081051456222
Total 36106217307
3、 Actual use of raised funds this year
1. Comparison table of use of raised funds (see Annex 1).
According to the requirements of Zunyi Municipal People’s government’s opinions on promoting the technical transformation of energy conservation and emission reduction of key enterprises in central urban areas (zff [2008] No. 37), the overall relocation project in different places (hereinafter referred to as the relocation of the new area) was officially launched with the approval of the second extraordinary general meeting of shareholders of the company in 2012.
The company is located in Zunyi, Guizhou Province in the West. Due to the limitation of geographical location, the railway is the main way to transport the company’s products and required raw materials. After the completion of the company’s overall relocation project (including the investment project raised by this non-public offering of shares), it will form a production capacity of 550000 tons, and the import and export volume of products and raw materials will be more than 1 million tons.
The company actively communicates and coordinates with Zunyi municipal government and relevant departments, hoping to complete the overall relocation as soon as possible.
Approved by the 2017 annual general meeting of shareholders of the company, the company entrusted Guizhou steel rope (Group) Co., Ltd. (hereinafter referred to as Guisheng group) to relocate the existing factory metal products in different places. The agreement stipulates that in the process of project implementation, your rope group has the right to require the company to cooperate or complete the work that needs to be coordinated by the company or completed by the company itself; The entrusted matters accepted by Guisheng group can be entrusted to a third party.
On July 10, 2018, the company disclosed the announcement on the signing of the cooperation framework agreement on the overall relocation project of remote technological transformation by the controlling shareholder Guizhou steel rope (Group) Co., Ltd.
Guisheng Group signed agreements with Zunyi Honghuagang District People’s government, Zunyi Southern New Area Management Committee and Zunyi Xiangjiang investment and Construction Co., Ltd. (Party D) to jointly complete the relocation project. The agreement stipulates that Party D is responsible for the construction of all construction and installation works of the project except the procurement and installation of production equipment, railway special line and freight off-site, so as to ensure that the project quality meets the national acceptance specifications (see the company’s Announcement No. 2018030 for details).
During the reporting period, the construction of agent construction projects of plant 6 and plant 4 has been basically completed; The new equipment (production line) of the sixth branch and the technical transformation and relocation of the old plant have been completed and debugged; The new equipment (production line) of the fourth branch has been installed and debugged; The equipment foundation construction and installation of new equipment of No. 3 branch and No. 1 branch have been basically completed; More than 90% of water supply, power supply, sewage pipe network and 110kV general step-down substation have been completed; The main works of the company’s production command center, testing building and other branch office buildings have been completed; The equipment relocation plan in the old area has been prepared, and the relocation will be started after the plant, sewage, hydropower and other facilities meet the production conditions.
2. Temporary replenishment of working capital with idle raised funds
On October 27, 2021, the 14th meeting of the seventh board of directors of the company deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital.
With the continuous expansion of the company’s production and operation scale, the demand for working capital is also increasing. In order to reduce interest expenses, reduce financial expenses and control financial risks, the company plans to use some idle raised funds to temporarily supplement working capital on the premise of ensuring the normal capital demand for the construction of raised funds and the use plan of raised funds, The total amount shall not exceed 150 million yuan and the service life shall not exceed 12 months. The specific time shall be calculated from the date of deliberation and approval by the board of directors of the company. After the expiration, the company will return this part of funds to the special account for raised funds in time and in full. If the implementation progress of the project invested by the raised funds exceeds the current expectation, the company will make timely repayment with its own funds or bank loans at any time to ensure the progress of the project.
As of December 31, 2021, the company has temporarily supplemented working capital with idle raised funds of 115.8 million yuan. 3. Cash management of idle raised funds
On March 26, 2021, the 9th meeting of the 7th board of directors of the company deliberated and approved the proposal on using part of the idle raised funds for cash management, and agreed that the company would continue to use part of the idle raised funds to invest in safety and security without affecting the construction of investment projects and the use of raised funds The purchase amount of Principal Guaranteed structured deposits or principal guaranteed financial products with high liquidity shall not exceed 300 million yuan. The investment period is valid within one year from the date of deliberation and approval by the board of directors. During the investment period, the above amount can be used on a rolling basis.
As of December 31, 2021, the amount of the company’s cash management with idle raised funds was 0. During the reporting period, the company used temporarily idle raised funds for cash management. See the relevant announcements of the company for details.
4、 Changes in the use of raised funds
The company’s non-public offering of shares to raise funds does not change the investment projects of the raised funds.
5、 Problems in the use and disclosure of raised funds
There are no major problems in the use and disclosure of the company’s raised funds in this period.
6、 Verification opinions of the recommendation institution
Upon verification, Haitong Securities Company Limited(600837) believes that the deposit and use of the raised funds in Guizhou Wire Rope Co.Ltd(600992) 2021 comply with the relevant provisions of the CSRC and Shanghai Stock Exchange on the management and use of the raised funds, Guizhou Wire Rope Co.Ltd(600992) prepared the special report on the deposit and use of raised funds in 2021. The disclosure on the deposit and use of raised funds in the reporting period is consistent with the actual situation. Meanwhile, after verification, Guizhou Wire Rope Co.Ltd(600992) the use of the raised funds this year did not violate the relevant laws and regulations of the state on anti money laundering.
(no text below)
Annex 1: comparison table of use of raised funds
Annex 1: comparison table of use of raised funds
Unit: RMB 10000
The total amount of raised funds is 4455802, and the total amount of raised funds invested in this year is 617407
The total amount of raised funds for changing purposes is 0.00, and the total amount of raised funds invested has been 617407
The proportion of total raised funds with changed purposes is 0.00
Deadline
Accumulated items at the end of the changed period
project As of the end of the period, the investment amount of the raised funds as of the end of the period to the scheduled project feasible commitment investment of the current year includes part of the total commitment investment. After adjustment, is the total commitment investment amount of the current year as of the end of the period and the serviceability of the commitment investment real Whether there is a significant change (if any) in the expected benefits on the date of investment progress status (%) Period benefit
