Securities code: China Merchants Energy Shipping Co.Ltd(601872) securities abbreviation: China Merchants Energy Shipping Co.Ltd(601872) Announcement No.: 2022 [012] China Merchants Energy Shipping Co.Ltd(601872)
With regard to the special report on the deposit and use of raised funds in 2021, the board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
According to the requirements of relevant regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange and the measures for the administration of raised funds of listed companies, the board of directors of China Merchants Energy Shipping Co.Ltd(601872) (hereinafter referred to as “the company” or “the company”) reported the deposit and use of raised funds in 2021 as follows:
1、 Basic information of raised funds
1. Amount and time of funds raised
Funds raised from non-public offering of shares in 2019:
Approved by the reply on approving China Merchants Energy Shipping Co.Ltd(601872) non-public Development Bank shares (zjxk [2019] No. 2002) of the CSRC, the company issued 673507457 RMB ordinary shares (A shares) to no more than 10 specific objects including China Merchants Shipping Co., Ltd., the controlling shareholder of the company, at an issue price of 5.36 yuan per share, with a total raised capital of 360999996952 yuan. After deducting the issuance expenses of 1750258927 yuan, The net amount of raised funds is 359249738025 yuan. On December 27, 2019, ShineWing Certified Public Accountants (special general partnership) issued xyzh / 2019sza40821 capital verification report to verify that all the raised funds have been in place.
2. Amount of raised funds used in previous years
According to the approval of the 33rd meeting of the 5th board of directors of the company, it is agreed to use the raised funds to replace the self raised funds of 349573983788 yuan invested in the investment projects with raised funds in advance. In 2020, the company replaced 161845520320 yuan in four times. As of December 31, 2020, the balance of the raised funds account was 208307984084 yuan (including the raised funds and their interest income).
3. Amount of raised funds used in the current year and year-end balance
During the reporting period, the increased amount of raised funds was 8592665312 yuan of deposit interest income (including bank handling fee expenditure). During the reporting period, the company raised funds to replace the self owned funds invested in the raised investment projects in advance and the funds used for RO ro projects totaled 1914.9 million.00 yuan. According to the approval of the 33rd meeting of the 5th board of directors of the company, it is agreed to use the raised funds to replace the self raised funds of 349573983788 yuan invested in the investment projects with raised funds in advance. (see the announcement on using raised funds to replace self owned funds invested in projects with raised funds in advance, Announcement No. 2020 [009] issued by the company on January 21, 2020 for details). The company has accumulated the replacement and RO ro project funds for three times on March 8, 2021, July 1, 2021 and December 27, 2021, totaling 1914.9 million.00 yuan. As of December 31, 2021, the balance of the special account for non-public offering of shares in 2019 was 25410649396 yuan.
2、 Management of raised funds
1. Management of raised funds
In order to standardize the management of the company’s raised funds and protect the rights and interests of investors, special account storage management is adopted for the raised funds in accordance with the measures for the administration of securities issuance of listed companies, the stock listing rules of Shanghai Stock Exchange, the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange and other relevant laws and regulations, as well as the provisions on the administration of raised funds of the company. After the raised funds are received, the company shall deposit, manage and use the raised funds in strict accordance with relevant regulations.
In order to improve the use efficiency of raised funds, the company purchased negotiable certificates of deposit without affecting the use of raised funds.
2. Storage of raised funds in special account
The company has opened a special account for raising funds (hereinafter referred to as “special account”) in China Merchants Bank Co.Ltd(600036) with the account number of 217581638310001. As of December 31, 2021, the storage of the raised funds account is as follows:
Unit: RMB
Name of raised funds storage bank special account storage method special account balance
China Merchants Bank Co.Ltd(600036) 217581638310001 current deposit 10410649396 certificate of deposit 15000000000
Total 25410649396
The company promises that after the transfer and expiration of the above certificate of deposit, it will be transferred to the special account for raised funds specified in the raised funds supervision agreement for management or renewed in the form of certificate of deposit, and notify the co sponsor. Certificates of deposit shall not be pledged. The special account is only used as the special storage and use account for the newly increased raised funds of the company’s non-public offering of shares in 2019, and shall not be used for other purposes.
3、 Actual use of raised funds this year
Comparison table of use of raised funds
Unit: RMB 10000
Total amount of raised funds: 36100000 total amount of raised funds invested in this year – (Note 2 and note 3) net amount: 35924974
Total amount of raised funds for changed purposes – total amount of raised funds invested accumulatively – (Note 2 and note 3) proportion of total amount of raised funds for changed purposes-
Accumulated by the end of the period
The accumulated investment amount of the raised funds of the changed items by the end of the period has reached the project feasible commitment investment goal of the current year by the end of the period, Including the difference between the investment amount promised at the end of the year after the investment adjustment promised by the Ministry and the promised investment progress (%) whether the project can be achieved or not (2) the total investment amount of the project sub change (4) = the amount of significant change (if any) in the daily benefits of the use state (1) (3) = (2) / (1) periodization
(2)-(1)
Purchase and construction of ships note 2
And debt repayment – 3592497435924974 3 note 2, note 3 note 2, note 3 note 2, note 3 note 2, note 3 note 3 not applicable not applicable not applicable no
Business (Note 1)
Reasons for not reaching the planned progress (by specific raised investment projects) are not applicable
The description of major changes in the feasibility of the project is not applicable
Advance investment and replacement of investment projects with raised funds note 2
The temporary replenishment of working capital with idle raised funds is not applicable
Amount of raised fund balance and its causes note 2 and note 3
Other uses of raised funds are not applicable
Note 1: according to the proposal on the company’s non-public offering of A-Shares to specific objects, the proposed capital raised in this non-public offering shall not exceed 4100 million yuan (including 4100 million yuan), which will be invested in the following items after deducting the issuance expenses:
No. project name total investment of the project (10000 yuan) proposed investment of raised funds (10000 yuan)
1 purchase and construction of 4 VLCC 2350461615 Shanghai Pudong Development Bank Co.Ltd(600000)
2. Purchase and build 2 vlocs 114821406 Shanghai Pudong Development Bank Co.Ltd(600000)
3. Purchase and build 2 ro ro ships 542 Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) 00000
4 10 VLCCs equipped with desulfurization scrubbers 33771002000000
5. Repay the company’s special 12000000 debt to China Merchants ships
Total 5578385641000000
(1) On December 3, 2015, the 19th meeting of the Fourth Board of directors of the company considered and approved the proposal on ordering 10 energy-saving and environment-friendly VLCC tankers, and agreed to order no more than 10 energy-saving and environment-friendly VLCC tankers in three shipyards in China.
On December 18, 2015, the company signed a shipbuilding agreement in Beijing through six subordinate single ship companies and the joint seller composed of Dalian shipbuilding industry group Co., Ltd. and China Cssc Holdings Limited(600150) heavy industry international trade Co., Ltd., which agreed that large ship heavy industry would build six 308000 DWT energy-saving and environment-friendly VLCCs for the company. The total price of the six agreements was US $522 million, of which four were VLCCs purchased and built with the raised funds, The total price of the four agreements is 348 million US dollars.
(2) On November 13, 2015, the 18th meeting of the 4th board of directors of the company considered and approved the proposal on ordering 8 vlocs from non related parties and the proposal on ordering 2 vlocs from related parties, and agreed to order 10 vlocs. On November 30, 2015, the first extraordinary general meeting of the company in 2015 deliberated and approved the ordering of the above 10 vlocs. On March 23, 2016, the company signed a shipbuilding agreement with Shanghai Shanghai Waigaoqiao Free Trade Zone Group Co.Ltd(600648) Shipbuilding Co., Ltd. (hereinafter referred to as Shanghai Waigaoqiao Free Trade Zone Group Co.Ltd(600648) shipyard) and Qingdao Beihai Shipbuilding Industry Co., Ltd. (hereinafter referred to as “Beichuan heavy industry”) through its subordinate single ship company in Shenzhen, agreeing that Shanghai Waigaoqiao Free Trade Zone Group Co.Ltd(600648) shipyard and Beichuan heavy industry will build four 400000 DWT vlocs for the company respectively,
The total price of the eight agreements is US $680 million. The vlocs to be purchased and built with the raised funds include one VLOC built by Shanghai Waigaoqiao Free Trade Zone Group Co.Ltd(600648) shipyard and one VLOC built by Beichuan heavy industry.
(3) With the approval of the 26th meeting of the 5th board of directors of the company, the company authorized Shenzhen merchants ro Shipping Co., Ltd., a wholly-owned subsidiary of the company, to sign two construction contracts for 3800 parking space PCTC motor transport ship with the related party China Merchants heavy industry (Jiangsu) Co., Ltd. on June 5, 2019.
(4) The proposal on installing desulfurization scrubbers on 10 VLCCs was considered and adopted at the 23rd Meeting of the Fifth Board of directors of the company. As of 2
