Rongcheng Certified Public Accountants (special general partnership)
About Huaibei Mining Holdings Co.Ltd(600985) public offering
Reply to feedback on application documents of convertible corporate bonds
China Securities Regulatory Commission:
We have received the notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 220189) (hereinafter referred to as the “feedback”), and according to the requirements of the feedback, we have checked the financial related problems of Huaibei Mining Holdings Co.Ltd(600985) (hereinafter referred to as the “company”, ” Huaibei Mining Holdings Co.Ltd(600985) ,” issuer “and” applicant “), The specific verification conditions and results are as follows:
8. The applicant is requested to supplement the financial investments (including similar financial investments, the same below) implemented or proposed to be implemented by the company since six months before the date of the resolution of the board of directors related to this offering, and whether there are trading financial assets and financial assets available for sale with large amount and long term held at the end of the latest period, loans to others The situation of financial investment such as entrusted financial management, and the comparison between the total financial investment and the scale of the company’s net assets shows the necessity and rationality of the raised funds. The recommendation institutions and accountants are invited to give verification opinions. reply:
1、 Supplementary notes
(I) financial investments (including similar financial investments, the same below) implemented or proposed to be implemented by the company since six months before the date of the resolution of the board of directors related to the issuance
1. Recognition standard of financial investment
According to the questions and answers on issuance supervision – regulatory requirements on guiding and standardizing the financing behavior of listed companies (Revised Version) issued by China Securities Regulatory Commission in February 2020, “When a listed company applies for refinancing, except for financial enterprises, in principle, there shall be no financial investments such as trading financial assets and financial assets available for sale with large amount and long term at the end of the latest period, loans to others, entrusted financial management and so on.”
According to the answers to some questions on refinancing business (revised in June 2020) issued by China Securities Regulatory Commission in June 2020, “The types of financial investment include but are not limited to: financial investment; investment in industrial funds and M & a funds; inter-bank borrowing; entrusted loans; capital contribution or capital increase to the group finance company in excess of the group’s shareholding ratio; purchase of financial products with large income fluctuation and high risk; investment in financial business by non-financial enterprises, etc. The purpose is to obtain technology, raw materials or channels around the upstream and downstream of the industrial chain Industrial investment, M & A investment for the purpose of acquisition or integration, and entrusted loan for the purpose of expanding customers and channels, if in line with the company’s main business and strategic development direction, are not defined as financial investment. Large amount means that the financial investment amount held and proposed to be held by the company exceeds 30% of the net assets attributable to the parent company in the company’s consolidated statements (excluding the investment amount in such financial business). Longer term means that the investment term or expected investment term exceeds one year, and although it does not exceed one year, it is accumulated for a long time. “
2. Identification of financial business
According to the answers to some questions on refinancing business issued by China Securities Regulatory Commission in June 2020, except that the licensed institutions engaged in financial business approved by the people’s Bank of China, China Banking and Insurance Regulatory Commission and China Securities Regulatory Commission are financial institutions, other institutions engaged in financial activities are financial institutions. Such financial businesses include but are not limited to financial leasing, commercial factoring and small loan business.
3. Financial investments (including financial businesses) implemented or proposed to be implemented by the company from six months before the resolution of the board of directors related to the issuance to the date of issuance of this reply Report
At the fourth meeting of the ninth board of directors held on November 29, 2021, the company deliberated and adopted the relevant proposals on the public issuance of convertible corporate bonds. From six months before the resolution date of the board of directors on this issuance (i.e. May 29, 2021) to the date of issuance of this reply report, the company has no financial investment (including financial investment) implemented or planned to be implemented. The details are as follows:
The holding subsidiary of the company Huaibei Mining Holdings Co.Ltd(600985) Group Finance Co., Ltd. (hereinafter referred to as “finance company”) is a financial enterprise and holds the financial license (institution No.: l0194h334060001) issued by Huaibei regulatory bureau of Bank Of China Limited(601988) Insurance Regulatory Commission. Therefore, according to the relevant provisions of financial business in question 28 of the answers to some questions about refinancing business, Financial companies are financial institutions, and their financial businesses are not included in the statistics of financial investment. As of September 30, 2021, the total assets and net assets of the finance company accounted for 11.48% and 6.86% of the total assets and net assets of the company respectively, accounting for a low proportion.
Compared with the answers to some questions on refinancing business item by item, the financial investment and financial business of the company and its subsidiaries, except for financial companies, are analyzed as follows:
1. Financial business
The company’s main businesses are coal mining, washing, processing and sales, and the production and sales of coal chemical products. The company and its subsidiaries do not have financial businesses such as financial leasing, commercial factoring and small loan business. Therefore, from six months before the date of the resolution of the board of directors related to this issuance to the date of this reply report, the company and its subsidiaries have neither carried out financial business nor planned to implement financial business.
2. Investment industry fund, M & A fund
From six months before the resolution of the board of directors related to the issuance to the date of issuance of this reply report, the company and its subsidiaries have no investment in industrial funds and M & a funds, and there is no plan to invest in industrial funds and M & a funds.
3. Lending funds
From six months before the resolution of the board of directors related to this issuance to the date of issuance of this reply report, the company and its subsidiaries have no fund lending and no plan to implement fund lending.
4. Entrusted loan
From six months before the resolution of the board of directors related to this issuance to the date of issuance of this reply report, the company and its subsidiaries did not lend funds to others in the form of entrusted loans, nor did they plan to implement entrusted loans.
5. Contribute or increase capital to the group finance company in excess of the shareholding ratio of the group
The finance company is the holding subsidiary of the company. From six months before the date of the resolution of the board of directors related to this issuance to the date of issuance of this reply report, the company and its subsidiaries do not contribute or increase capital to the finance company of the group in excess of the shareholding ratio of the group, nor do they plan to contribute or increase capital to the finance company of the group in excess of the shareholding ratio of the group.
6. Purchase financial products with large income fluctuation and high risk
From six months before the date of the resolution of the board of directors related to this issuance to the date of issuance of this reply report, the company and its subsidiaries did not purchase financial products with large income fluctuation and high risk, nor did they plan to purchase financial products with large income fluctuation and high risk.
7. Investment financial business of non-financial enterprises
From six months before the resolution of the board of directors related to the issuance to the date of issuance of this reply report, the company and its subsidiaries have no investment in financial business, and there is no plan to invest in financial business.
To sum up, from six months before the date of the relevant resolutions of the board of directors to the date of issuance of this reply report,
The company does not implement or plan to implement financial investment (including similar financial investment).
(II) whether there are trading financial assets with large amount and long term held at the end of the latest period and
Available for sale financial assets, loans to others, entrusted financial management and other financial investments
As of September 30, 2021, the financial statements of the company may involve financial investments (including financial investments)
The relevant assets of (business) are shown in the table below:
Unit: 10000 yuan
Whether the project and the main composition of Finance on September 30, 2021 belong to finance, of which: Finance
Amount of relevant business investment of the company
Trading financial assets 7780015 are funds and financial assets purchased by financial companies-
Quality and asset management plan
Other receivables 2855626 no deposit and security deposit, current account, prepayment or not-
Withholding, employee loans and petty cash
Other current assets 2435697 no input tax to be deducted, input tax to be certified or not-
And prepaid taxes
Loans and advances of 7620335 were issued by the finance company to huaikuang group and its subsidiaries-
Loan and bill discount issued by the company
Creditor’s right investment 1950773 is a low-risk fixed income purchased by the financial company. Is it-
Corporate bonds
Long term equity investment 11316969 no no equity method accounting for equity company investment no-
Other non current financial 2993477 whether the equity investment that does not have a significant impact belongs to 269113
assets
Other non current assets 16204292 no prepaid equity transfer payment and geological exploration fee no-
And design fees, etc
Specific classification of relevant assets that may involve financial investment (including financial business) in the financial statements
The analysis is as follows:
1. Trading financial assets
As of September 30, 2021, the balance of trading financial assets of the company was 778015 million yuan, mainly
Monetary funds and asset management plans purchased for finance companies. The amount excluding the income from changes in fair value is as follows:
(1) Monetary Fund
Unit: 10000 yuan
Fund custodian fund name risk grade return type amount purchase date sale date product investment direction
Bank Of Communications Co.Ltd(601328) shares are invested in Boshi Hehui currency B R1 (low risk) of Huaibei branch of China Law Corporation Limited Non breakeven floating income type 10 China Vanke Co.Ltd(000002) 021 / 2 / 252021 / 12 / 27 legal regulations and business department regulators
Bank Of Communications Co.Ltd(601328) shares allow Investment Co., Ltd. Huaibei branch Boshi Hehui currency B R1 (low risk) Non breakeven floating income 10 China Vanke Co.Ltd(000002) 021 / 3 / 4 2022 / 1 / 24 financial industry business department
Fund custodian fund name risk grade return type amount purchase date sale date product investment direction
Ping An Bank Co.Ltd(000001) Hefei Branch Ping An golden housekeeper currency a R1 (low risk) non breakeven floating income type 10 China Vanke Co.Ltd(000002) 021 / 3 / 292021 / 11 / 15
Bank business department
Ping An Bank Co.Ltd(000001) Hefei Branch Ping An gold
