Huaneng Power International Inc(600011) assurance report 2021
Huaneng Power International Inc(600011)
catalogue
Page 1. Assurance report on the deposit and actual use of raised funds 1 – 2 II. Huaneng Power International Inc(600011) special report on the deposit and actual use of raised funds in 2021 3 – 8
Huaneng Power International Inc(600011)
Special report on the deposit and actual use of raised funds in 2021
Huaneng Power International Inc(600011) (hereinafter referred to as “the company” or ” Huaneng Power International Inc(600011) “) the board of directors shall, in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the provisions on the management of Huaneng Power International Inc(600011) raised funds formulated by the company, A special report on the deposit and actual use of raised funds in 2021 was prepared. The special description of the deposit and actual use of the raised funds in 2021 is as follows: I. Basic information of the raised funds
Approved by the reply on approving Huaneng Power International Inc(600011) non-public Development Bank shares (zjxk [2018] No. 696) of China Securities Regulatory Commission, the company issued a total of 497709919 A-share shares (“this issuance”) to 7 specific investors in September 2018 in a non-public offering, with an issuance price of 6.55 yuan per share and a total raised capital of 3259996945 yuan, After deducting underwriting fees and recommendation fees, a total of 324532996959 yuan of raised funds was raised. All the above raised funds have been in place on October 10, 2018. The above funds have been verified and confirmed in the capital verification report no. 1800388 issued by KPMG Huazhen Certified Public Accountants (special general partnership).
As of December 31, 2021, the company has used a total of 240681147162 yuan of raised funds (including 14166305664 yuan of raised funds in 2021). With the deliberation and approval of the second extraordinary general meeting of shareholders in 2021, the company will permanently supplement the working capital with the balance of 85577375392 yuan of raised funds (including interest) on December 23, 2021. As of February 11, 2022, the company has completed the cancellation procedures of all special accounts for raised funds. 2、 Management of raised funds
In accordance with the provisions of the Shanghai Stock Exchange on the protection and management of the raised funds of listed companies and the regulations on the management of the raised funds of listed companies, and the regulations of the Shanghai Stock Exchange on the supervision and administration of the raised funds of listed companies, the regulations of the Shanghai Stock Exchange on the protection and use of the raised funds of listed companies The recommendation institution Citic Securities Company Limited(600030) (” Citic Securities Company Limited(600030) “) signed the tripartite supervision agreement on the storage of special account for raised funds (hereinafter referred to as the “tripartite supervision agreement”) on October 24, 2018. The company cooperates with its subsidiaries Huaneng Dongguan gas turbine thermal power Co., Ltd., Bank Of China Limited(601988) Dongguan branch, its subsidiaries Huaneng Yancheng Dafeng new energy power generation Co., Ltd., Bank Of China Limited(601988) Nanjing Chengnan sub branch, its subsidiaries Huaneng Mianchi clean energy Co., Ltd., and Industrial And Commercial Bank Of China Limited(601398) Zhengzhou Jianshe Road sub branch Subsidiary Huaneng Anhui Huaining Wind Power Generation Co., Ltd. Agricultural Bank Of China Limited(601288) Hefei Xinzhan high tech Zone sub branch, subsidiary Huaneng Hainan Power Generation Co., Ltd. China Construction Bank Corporation(601939) Haikou Haifu sub branch The subsidiary Huaneng Ruijin Power Generation Co., Ltd., Agricultural Bank Of China Limited(601288) Ganzhou Ganxian sub branch and Citic Securities Company Limited(600030) signed the four party supervision agreement on the storage of raised funds special account (hereinafter referred to as the “Four Party Supervision agreement”) on October 24, 2018. The company and Huaneng Hainan Power Generation Co., Ltd., Huaneng Hainan Yangpu Thermal Power Co., Ltd., Bank Of China Limited(601988) Yangpu Jinpu sub branch and Citic Securities Company Limited(600030) signed the five party supervision agreement on the storage of special account for raised funds (hereinafter referred to as the “five party supervision agreement”) on October 24, 2018. There is no significant difference between the contents of the above three-party supervision agreement, the four party supervision agreement and the five party supervision agreement and the three-party supervision agreement (model) for the special account storage of raised funds of Shanghai Stock Exchange. As of December 31, 2021, all parties to the agreement have exercised their rights and fulfilled their obligations in accordance with the signed tripartite supervision agreement, Quartet supervision agreement and five party supervision agreement.
Energy Guangdong “), Huaneng Dongguan, BOC Dongguan and Citic Securities Company Limited(600030) signed the supplementary agreement to the four party supervision agreement on the storage of raised funds in the special account on April 1, 2021; The company, Huaneng Power International Inc(600011) electric power Jiangsu energy development Co., Ltd. (hereinafter referred to as “Huaneng Jiangsu”), Huaneng Dafeng, BOC Nanjing and Citic Securities Company Limited(600030) signed the supplementary agreement to the four party supervision agreement on the storage of raised funds on April 1, 2021. The appropriations are allocated by the company to Huaneng Dongguan via Huaneng Guangdong and to Huaneng Dafeng via Huaneng Jiangsu.
According to the deliberation of the 16th meeting of the 9th board of directors, the 8th meeting of the 9th board of supervisors and the first extraordinary general meeting of shareholders in 2019 held on December 11, 2018, Hainan Yangpu thermal power project (700MW) and Jiangxi Ruijin phase II thermal power project (2000MW) are adjusted to raised investment projects according to the progress of the project, The special account for raising funds of Haikou Haifu sub branch and Bank Of China Limited(601988) Yangpu Jinpu sub branch of China Construction Bank Corporation(601939) Co., Ltd. of China was closed on March 28, 2019, and the special account for raising funds of Agricultural Bank Of China Limited(601288) Ganxian sub branch of China was closed on July 17, 2019.
As of December 31, 2021, the specific account opening conditions of the special account for raised funds are as follows:
Unit: Yuan
No. account name deposit bank account No. remarks
1 Huaneng Power International Inc(600011) Electric Power Co., Ltd Agricultural Bank Of China Limited(601288) 81 Inner Mongolia Baotou Steel Union Co.Ltd(600010) 400167 has been closed on February 11, 2022 by the head office business department of the company on the 60th
2 Huaneng (Guangdong) energy development Bank Of China Limited(601988) Dongguan 670474272174 has closed its account on January 25, 2022
3 Huaneng Dongguan gas turbine thermal power Co., Ltd. Bank Of China Limited(601988) Dongguan 634070554518 has closed its account on January 30, 2022
4 Huaneng Power International Inc(600011) electric power Jiangsu energy Bank Of China Limited(601988) Nanjing 475475941863 has cancelled the account of Chengnan sub branch of Development Co., Ltd. on January 29, 2022
5 Huaneng Yancheng Dafeng new energy development Bank Of China Limited(601988) Nanjing 537872077686 has closed its account on January 14, 2022
6 Huaneng Mianchi clean energy Co., Ltd. Industrial And Commercial Bank Of China Limited(601398) 170202052902011 has closed its account on January 20, 2022, Zhengzhou Jianshe Road sub branch of the liability company
7 Huaneng Anhui Huaining wind power Agricultural Bank Of China Limited(601288) 1218 Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) 0363 was closed on January 14, 2022, Hefei Shuguang sub branch (note) 75
8 Huaneng Hainan Power Generation Co., Ltd. China Construction Bank Corporation(601939) 460501 Zhejiang Dahua Technology Co.Ltd(002236) 000 has closed its account on March 28, 2019 at Haikou Haifu sub branch of the company
9. Huaneng Yangpu Thermal Power Co., Ltd. Bank Of China Limited(601988) Yangpu 267530156721 has cancelled the account of Jinpu sub branch on March 28, 2019
10 Huaneng Ruijin Power Generation Co., Ltd. Agricultural Bank Of China Limited(601288) 140331010400179 has cancelled the account of Ganzhou Ganxian sub branch of the company on July 17, 2019
Note: due to the restructuring of the bank, the opening bank was changed from the original Agricultural Bank Of China Limited(601288) Hefei Xinzhan high tech Zone sub branch to Agricultural Bank Of China Limited(601288) Hefei Shuguang sub branch, and the account number remained unchanged.
3、 Actual use of raised funds this year
During the reporting period, the company used the raised funds in strict accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 1 of Shanghai Stock Exchange – standardized operation and the provisions on the management of Huaneng Power International Inc(600011) raised funds. For the actual use of the raised funds during the reporting period, see the attached table comparison table of the use of raised funds. 4、 Change the use of funds of raised investment projects
According to the deliberation of the 16th meeting of the 9th board of directors, the 8th meeting of the 9th board of supervisors and the first extraordinary general meeting of 2019 held on December 11, 2018 and January 30, 2019, since the actual raised funds of the company are less than the total amount of raised funds to be invested, based on the principle of meeting the use requirements of raised funds and reducing the implementation risk of raised investment projects, The company adjusts the specific investment projects and priorities of the raised funds and the specific investment amount of each project according to the priorities of the project. According to the project progress, the company adjusts the raised investment projects of Hainan Yangpu thermal power project (700MW) and Jiangxi Ruijin phase II thermal power project (2000MW), and adjusts the proportion of project capital to more than 30% according to the requirements of deleveraging and controlling asset liability ratio of SASAC. According to the deliberations of the 24th Meeting of the 9th board of directors, the 13th meeting of the 9th board of supervisors and the first extraordinary general meeting of shareholders in 2020 held on January 3, 2020, Huaneng Dongguan gas turbine thermal power Co., Ltd., the implementation body of Guangdong Xiegang Gas Turbine Project (800MW), plans to introduce external shareholders, with the shareholding ratio of the company being 80% and that of the investor being 20%, The implementation subject of the raised investment project has changed from a wholly-owned subsidiary of the company to a holding subsidiary. For details, see attached table 2 “change of raised fund investment projects”. 5、 Problems in the use and disclosure of raised funds
The company has timely, truly, accurately and completely disclosed the relevant information of the raised funds, and there are no violations in the management of the raised funds. 6、 Permanent replenishment of working capital and cancellation of special account for raised funds
According to the second extraordinary general meeting of shareholders in 2021 held by the company on December 21, 2021, the proposal on closing the investment projects with raised funds and permanently supplementing the surplus raised funds with working capital was passed, It is agreed that all the surplus raised funds and the accrued interest after the completion of the investment project with raised funds shall not exceed 918769100 yuan (the actual amount shall be subject to the amount of the special account on the day of fund transfer out) shall be used for permanent replenishment of working capital. On December 23, 2021, the company transferred the balance of 855773800 yuan in the special account for raised funds into the general account of the company (the raised fund of 63 million yuan was used for Jiangsu Dafeng offshore wind power project from October to December 2021).
After the raised funds are transferred out, the special account for raised funds will no longer be used. The company has completed the cancellation procedures of all special accounts for raised funds before February 11, 2022. After the cancellation of the above special account, the company, the company related to the raised investment project, the sponsor and the relevant
