Citic Securities Company Limited(600030) China Merchants Securities Co.Ltd(600999)
About China Merchants Energy Shipping Co.Ltd(601872)
Special verification report on the deposit and use of raised funds in 2021
Citic Securities Company Limited(600030) , China Merchants Securities Co.Ltd(600999) (hereinafter collectively referred to as “co sponsor”) as the co sponsor of China Merchants Energy Shipping Co.Ltd(601872) (hereinafter referred to as ” China Merchants Energy Shipping Co.Ltd(601872) ” or “company”) non-public offering of shares in 2019 (hereinafter referred to as “this stock offering”), in accordance with the administrative measures for securities issuance of listed companies and the stock listing rules of Shanghai Stock Exchange According to the requirements of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the measures for the management of raised funds by listed companies of Shanghai Stock Exchange (revised in 2013), the deposit and use of raised funds in China Merchants Energy Shipping Co.Ltd(601872) 2021 were verified. The specific verification conditions are as follows: I. Basic information of raised funds
(I) amount and time of funds raised
With the approval of the reply on approving China Merchants Energy Shipping Co.Ltd(601872) non-public shares issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2019] No. 2002), 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, with a par value of 1 yuan per share and an issue price of 5.36 yuan per share, The total amount of raised funds is 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.
(II) amount of raised funds used in previous years
According to the approval of the 33rd meeting of the Fifth 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).
(III) use amount and year-end balance of raised funds in the current year
The increased amount of raised funds in 2021 is 8592665312 yuan of deposit interest income (including bank handling fee expenditure). In 2021, the company raised funds to replace the self owned funds invested in the raised investment projects in advance, with an amount of 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). On March 8, 2021, July 1, 2021 and December 27, 2021, the company has accumulated replacement and RO ro projects in three times, 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
(I) 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.
(II) 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:
Deposit method of raised funds (special bank account name)
China Merchants Bank Co.Ltd(600036) current deposit 10410649396217581638310001 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. This special account is only used as a special deposit 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
Unit: 10000 yuan
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-
Changed items as of the end of the period
Project, whether the accumulated investment of raised funds by the end of the period has reached the current year is yes
The committed investment includes part of the committed investment. After adjustment, whether the accumulated investment amount and the progress of the committed investment in this year can be realized or not
Total amount of capital project change total amount of capital investment (2) promise investment (%) (4) significant change in daily benefits in use status
(for example, the difference of amount = (2) / (1) periodization)
Yes) (1) (3) = (2) – (1)
Purchase and construction of ships
Ship and compensation – 3592497435924974 note 2, 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
Debt repayment note 3
(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)
(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 debt to China Merchants Steamship 120 Ping An Bank Co.Ltd(000001) 2000000
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 shipbuilding agreements in Shenzhen 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 shipping company, which agreed that Shanghai Waigaoqiao Free Trade Zone Group Co.Ltd(600648) shipyard and Beichuan heavy industry would build four 400000 DWT VLOC for the company respectively, with a total price of USD 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 3800 parking space PCTC motor transport ship construction contracts 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 February 21, 2019, the company has
