Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd
Special report on the deposit and actual use of raised funds
1、 Basic information of raised funds
According to the reply on approving Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd. to issue additional overseas listed foreign shares (zjxk [2014] No. 1163) issued by China Securities Regulatory Commission, Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd. (hereinafter referred to as “the company”) successfully allotted and issued a total of 59405 Shanghai Pudong Development Bank Co.Ltd(600000) new H shares (hereinafter referred to as “private placement of H shares”) to no less than six but no more than ten assignees at the allocation price of HK $62.00 on December 8, 2014. The total amount of proceeds from the placement was HK $3683147200000. PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) has verified the availability of funds raised in this offering, and issued the capital verification report on the availability of funds raised by Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd. for private placement of overseas listed foreign shares (H shares) and the conversion of A-share convertible corporate bonds (PWC Zhongtian Yan Zi 2014 No. 798) on December 24, 2014. After verification, as of December 8, 2014, the company’s regulatory account actually received remitted funds of HK $3651840448800, including the total amount of funds raised in this H-share private placement of HK $3683147200000. After deducting the placement agency commission fee of HK $31306751200, this H-share private placement received net raised funds from placement agents of HK $3651840448800 00 yuan. After deducting other issuance expenses equivalent to about HK $3772008309, the net amount of funds raised in this private placement of H shares is equivalent to about HK $3648068440491.
2、 Management of raised funds (I) formulation of measures for the management of raised funds
In order to standardize the management and use of raised funds, 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 measures for the administration of securities issuance of listed companies, the relevant business rules of Shanghai Stock Exchange and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association of Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd., and in combination with the actual situation of the company, Formulated the management measures for the storage and use of raised funds of Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd. The measures mainly make detailed provisions on the scope of the company’s raised funds, the system of the special account for raised funds, the signing of the supervision agreement on the storage of the special account for raised funds with the sponsor, the use management and supervision of raised funds, and the change of the investment project of raised funds.
2、 Management of raised funds (Continued) (II) storage and supervision of raised funds from private placement of H shares in bank accounts
The company opened special accounts in three banks to raise funds for the private placement of H shares. Due to the return of funds, the company added special accounts of two banks in 2015 and one bank in 2019. As of December 31, 2021, the balance information of the opening bank and bank account of the special account for the deposit of raised funds is as follows. The balance is mainly the interest income and exchange gain and loss generated by the special account for raised funds.
Unit: Yuan
Remarks on the currency account balance of the opening bank of the special account for raised funds
Bank Of China Limited(601988) (Hong Kong) Co., Ltd. (equivalent to HKD) – closed account
Hongkong and Shanghai Banking Corporation Limited (equivalent to HKD) – account closed
Bank Of Communications Co.Ltd(601328) Hong Kong Branch equivalent to HKD – account closed
Ping An Bank Co.Ltd(000001) Shenzhen Branch equivalent to HK $10812144031
Ping An Bank Co.Ltd(000001) Hong Kong Branch equivalent to HK $805818788
Bank Of China Limited(601988) Shenzhen Dongmen sub branch (equivalent to HKD) – closed account
Total 11617962819
Note: the exchange rate used in the above table is the middle rate of exchange rate published by the State Administration of foreign exchange on December 31, 2021.
The company strictly implements the management measures for the storage and use of raised funds of Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd., standardizes the management of raised funds, and there is no violation of relevant regulations and agreements.
3、 Actual use of raised funds this year
The company deposits and uses the raised funds from the private placement of H shares in strict accordance with the management measures for the storage and use of raised funds of Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd., and uses the raised funds to develop the company’s main business and supplement the company’s capital and working capital according to the purpose of the raised funds approved by the resolution of the company’s board of directors. The total amount of raised funds invested in this year is equivalent to HK $398174234212, of which RMB 19502 Shanghai Pudong Development Bank Co.Ltd(600000) 0 is used to increase the capital of the company’s subsidiaries (the company has completed the capital contribution and is currently awaiting the approval of the regulatory authority), and the remaining raised funds are used to supplement the working capital of the company. The raised funds invested this time are in line with the expected use purpose previously disclosed by the company (i.e. developing the company’s main business, supplementing the company’s capital and working capital).
As of December 31, 2021, the total raised funds equivalent to HK $3648068440491 have been fully used, and the accumulated raised funds equivalent to HK $3648068440491 have been invested. As of December 31, 2021, the balance of the special account for raised funds was equivalent to HK $11617962819, mainly due to the interest income and exchange gains and losses generated by the special account for raised funds.
The actual use of the funds raised by the company’s private placement of H shares is detailed in Schedule 1 comparison table of the use of raised funds.
4、 Change the use of funds of raised investment projects
The company does not change the raised investment project or transfer or replace the raised investment project.
5、 Problems in the use and disclosure of raised funds
The information about the use of raised funds disclosed by the company is timely, true, accurate and complete, and there are no violations in the use and management of raised funds.
Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd. board of directors March 17, 2022 Schedule 1: comparison table of the use of raised funds as of December 31, 2021, the actual use of the funds raised by the company’s private placement of H shares is as follows:
Monetary unit: HKD
The total amount of raised funds is 3648068440491, and the total amount of raised funds invested in this year is 398174234212
Total amount of raised funds for changed purposes – the cumulative total amount of raised funds invested 3648068440491 proportion of total amount of raised funds for changed purposes-
The total amount of the investment after the adjustment of the committed investment has been changed, the committed investment amount of the current year has been invested by the end of the period, the cumulative investment has been invested by the end of the period, and the projects have reached the project feasibility goal achieved by the end of the period, Total amount including part (1) amount (2) amount of investment from the investment progress to the expected benefit to the expected major change, divided into change and committed investment (%) (4) = available benefit
(if any) amount difference (2) / (1) status date
(3) = (2) – (1) phase
The development company has no 3648068440491364806844049136480684404913981742342123648068440491 – 100% – the raised funds have been invested according to the purpose of raising
Service, supplement, use and promote
The company invested in the company’s business
Principal and operating expenses
