Haitong Securities Company Limited(600837) special verification opinions on the deposit and use of raised funds in Shanghai Huayi Group Corporation Limited(600623) 2021
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) “) as the independent financial adviser of Shanghai Huayi Group Corporation Limited(600623) (formerly known as “shuangqian Group Co., Ltd.”, hereinafter referred to as ” Shanghai Huayi Group Corporation Limited(600623) ” or “listed company”) for issuing shares to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as “this transaction”) in 2015, According to the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the stock listing rules of Shanghai Stock exchange, the guidelines for the self regulatory supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, Special verification was conducted on the deposit and use of the raised funds in Shanghai Huayi Group Corporation Limited(600623) 2021, and the opinions are as follows: I. securities issuance and listing and raised funds
Shanghai Huayi Group Corporation Limited(600623) received the reply on approving shuangqian Group Co., Ltd. to issue shares to Shanghai Huayi (Group) company to purchase assets and raise supporting funds (zjxk [2015] No. 1721) issued by China Securities Regulatory Commission on July 23, 2015, and reported to CAITONG Fund Management Co., Ltd., Ping An Dahua Fund Management Co., Ltd Shenwanlingxin (Shanghai) Asset Management Co., Ltd., noan Fund Management Co., Ltd., Shanghai Guosheng Group Investment Co., Ltd. and Shenzhen Ping An Dahua Huitong Wealth Management Co., Ltd. issued a total of 287178206 shares, raising a total of 373331667800 yuan, After deducting the underwriting fee and other expenses required for the issuance, the actual net amount of funds raised is RMB 368478356200. The above funds were paid in place on November 30, 2015 and verified by the capital verification report xksbz [2015] No. 115648 issued by Lixin Certified Public Accountants (special general partnership).
As of December 31, 2021, the listed company has received 36847836 million yuan of raised funds (including unpaid equity registration fee and capital verification fee of 2.0441 million yuan), accumulated interest income of 514137 million yuan, accumulated expenditure of 35515626 million yuan of raised funds, and balance of raised funds of 1846347 million yuan (including interest income). 2、 Deposit, use and balance of raised funds
In order to standardize the management of the company’s raised funds and protect the rights and interests of small and medium-sized investors, listed companies have formulated the management system of raised funds in accordance with relevant laws and regulations, which stipulates the storage, use and management of raised funds, changes of investment projects of raised funds, etc.
On December 17, 2015, the listed company and Industrial And Commercial Bank Of China Limited(601398) Shanghai Bund sub branch, Bank Of Communications Co.Ltd(601328) Shanghai Branch, Haitong Securities Company Limited(600837) Shanghai Branch signed the supervision agreement on the special account storage of raised funds by non-public development banks respectively. The above agreement is not significantly different from the tripartite supervision agreement on the special account storage of raised funds (model) of Shanghai Stock Exchange.
On December 28, 2015, the listed company signed the four party supervision agreement on raised funds with Shanghai Shanghai Huayi Group Corporation Limited(600623) Finance Co., Ltd., Shanghai Huayi new materials Co., Ltd., Bank Of Communications Co.Ltd(601328) Shanghai Branch, Haitong Securities Company Limited(600837) Shanghai Branch, Haitong Securities Company Limited(600837) Shanghai Huayi Fine Chemical Co., Ltd., Shanghai Huayi Energy Chemical Co., Ltd., Industrial And Commercial Bank Of China Limited(601398) Shanghai Waitan sub branch, Haitong Securities Company Limited(600837) Shanghai Waitan sub branch, and signed the four party supervision agreement on raised funds, There is no significant difference between the above agreement and the relevant model provided by Shanghai Stock Exchange. The listed company and all parties have fulfilled their responsibilities and obligations in accordance with the relevant provisions of the agreement.
As of December 31, 2021, the storage of raised funds of listed companies is listed as follows:
Remarks on the closing balance of account name and account number of deposit bank (10000 yuan)
Bank Of Communications Co.Ltd(601328) Shanghai Shanghai Huayi Group Corporation Limited(600623) shares 3100666610188 Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) 36264.05
Branch Co., Ltd
Industrial And Commercial Bank Of China Limited(601398) Shanghai Shanghai Huayi Group Corporation Limited(600623) shares 100126212920331014393.65
Bund sub branch Co., Ltd
Industrial And Commercial Bank Of China Limited(601398) Shanghai Huayi Fine Chemical Co., Ltd. 1001262129203310267 – sold outdoor beach sub branch Co., Ltd
Industrial And Commercial Bank Of China Limited(601398) Shanghai Huayi Energy Chemical Co., Ltd. 10012621292033105420.01
Bund sub branch Co., Ltd
Bank Of Communications Co.Ltd(601328) Shanghai Shanghai Huayi Group Corporation Limited(600623) financial department 310899991 Fawer Automotive Parts Limited Company(000030) 43740 – closed branch limited liability company
Bank Of Communications Co.Ltd(601328) Shanghai Huayi New Material Co., Ltd. 31006666101880006458018105.76
Branch Company
Shanghai Fuxin Materials Co., Ltd-
Bund sub branch company
Total 1846347
3、 Actual use of the raised funds
1. Use of funds for investment projects with raised funds
By the end of 2020, the balance of funds raised by listed companies was 868317 million yuan. This year, the idle funds raised in 2020 were recovered, the working capital was temporarily supplemented by 150 million yuan, the interest income was 694200 yuan, and the total amount of funds raised was 528912 million yuan, including 519034 million yuan of 320000 T / a acrylic acid and grease project in Shanghai chemical industry zone
Million yuan, 987000 yuan for the 1200 T / a catalyst project, 0800 yuan for bank charges, and 184634700 yuan for the balance of raised funds (including interest income).
Therefore, as of December 31, 2021, the listed company has received 36847836 million yuan of raised funds (including unpaid equity registration fee and capital verification fee of 2.0441 million yuan), interest income of 514137 million yuan, total expenditure of 35515626 million yuan of raised funds, and balance of raised funds of 1846347 million yuan (including interest income).
2. Advance investment and replacement of investment projects with raised funds
In order to smoothly promote the construction of investment projects with raised funds, the listed company has invested the investment projects with raised funds in advance with self raised funds before the arrival of the raised funds. From March 24, 2015 to December 4, 2015, the listed company invested a total of 719652300 yuan in the investment projects with raised funds in advance with self raised funds. The details are as follows:
Unit: 10000 yuan
Project name total amount of investment raised funds planned to be self invested amount of funds actually invested as of December 4, 2015
320000 T / a acrylic acid and ester project in Shanghai Chemical Industry Park 3443792 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 1612.14
1200 T / a catalyst project 2396223962 369009
Huayi coating capital increase project 4666326663.00
Total 41500425062571965.23
In accordance with the provisions of relevant laws, regulations and systems 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 of China Securities Regulatory Commission and the measures for the management of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013), the listed company has replaced the self raised funds invested in the raised funds in advance with the raised funds of 719652300 yuan, which has been deliberated and approved by the board of directors of the listed company, The certified public accountant issued the assurance report and the independent directors, the board of supervisors and the sponsor issued clear consent opinions, fulfilled the obligation of information disclosure on December 25, 2015 and completed the capital replacement on December 30, 2015.
3. Temporary replenishment of working capital with idle raised funds
The listed company held the 17th meeting of the 8th board of directors on December 24, 2015, deliberated and adopted the proposal on temporary replenishment of working capital with raised funds. The board of directors agreed to temporarily supplement the working capital with some idle raised funds of no more than 486597700 yuan for the production and operation related to the main business for a period of no more than 12 months. On December 30, 2015, the listed company used the raised funds of 486596 million yuan to supplement the working capital.
The listed company held the 8th meeting of the 9th board of directors on December 20, 2016, deliberated and approved the proposal on temporary replenishment of working capital with raised funds, and agreed to continue and increase the use of idle raised funds totaling no more than 806596 million yuan to temporarily replenish working capital for production and operation related to its main business, with a service life of no more than 12 months from the date of approval by the board of directors. On December 22, 2016, the listed company used the raised funds of 806596 million yuan to supplement the working capital.
The listed company held the 15th meeting of the 9th board of directors on December 26, 2017, deliberated and approved the proposal on temporary replenishment of working capital with raised funds, and agreed that the company would continue to use idle raised funds totaling no more than 730 million yuan to temporarily replenish working capital for production and operation related to its main business, with a service life of no more than 12 months from the date of approval by the board of directors. On December 27, 2017, the listed company used the raised funds of 730 million yuan to supplement the working capital.
The listed company held the 20th meeting of the 9th board of directors on December 11, 2018, deliberated and approved the proposal on temporary replenishment of working capital with raised funds, and agreed that the company would continue to use idle raised funds totaling no more than 600 million yuan to temporarily replenish working capital for production and operation related to its main business, with a service life of no more than 12 months from the date of approval by the board of directors. On December 14, 2018, the listed company raised 600 million yuan to supplement working capital.
The listed company held the 27th meeting of the ninth board of directors on December 23, 2019, deliberated and approved the proposal on temporary replenishment of working capital with raised funds, and agreed that the company would continue to use idle raised funds of no more than 250 million yuan to temporarily replenish working capital for production and operation related to its main business, with a service life of no more than 12 months from the date of approval by the board of directors. The listed company will raise 250 million yuan to supplement working capital on December 26, 2019.
The listed company held the 8th meeting of the 10th board of directors on December 28, 2020, deliberated and approved the proposal on temporary replenishment of working capital with raised funds, and agreed that the company would continue to use idle raised funds of no more than 150 million yuan to temporarily replenish working capital for production and operation related to its main business, with a service life of no more than 12 months from the date of approval by the board of directors. The listed company will raise 150 million yuan to supplement working capital on December 29, 2020. On December 24, 2021, the listed company has returned all the above-mentioned raised funds of 150 million yuan for temporary replenishment of working capital to the special account for raised funds, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
There is no idle raised funds used to temporarily supplement working capital in this period. 4、 Change of investment direction of raised funds
Listed companies did not change the investment direction of raised funds in 2021. 5、 Problems in the use and disclosure of raised funds
There are no major problems in the use of the raised funds of Listed Companies in 2021, and there are no violations of the disclosed relevant information. 6、 Verification opinions of independent financial advisor
Upon verification, Haitong Securities Company Limited(600837) believes that: the listed company has formulated the internal control system for the management, storage and use of the raised funds in accordance with relevant laws and regulations, the listed company implements the special account storage management for the raised funds, and has signed the supervision agreement for the raised funds, and the performance of the supervision agreement is good; Listed companies use raised funds in 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 (revised in 2022), the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, and so on
