China Securities Co.Ltd(601066)
About Datang International Power Generation Co.Ltd(601991)
Special verification report on the deposit and use of raised funds in 2021
As the sponsor of Datang International Power Generation Co.Ltd(601991) (hereinafter referred to as ” Datang International Power Generation Co.Ltd(601991) ” or “the company”) for the non-public offering of shares in 2018 (hereinafter referred to as “the non-public offering”), China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” or “the sponsor”) in accordance with the administrative measures for securities issuance and listing recommendation business and the stock listing rules of Shanghai Stock Exchange 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 guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation have carefully and prudently verified the deposit and use of raised funds in Datang International Power Generation Co.Ltd(601991) 2021, as follows:
1、 Basic information of raised funds
With the approval of China Securities Regulatory Commission (zjxk [2018] No. 244), the company issued 2401729106 A-share shares to China Datang Group Co., Ltd. in March 2018 in a non-public offering, with an actual issue price of 3.47 yuan per share and a total raised capital of 833399999782 yuan. All the above raised funds were in place on March 16, 2018. After deducting the expenses related to this issuance of 1462350000 yuan, The net amount of raised funds was 831937649782 yuan. The above funds have been verified and confirmed in the capital verification report (rhyz [2018] No. 02380002) issued by Ruihua Certified Public Accountants (special general partnership).
As of December 31, 2021, the company has used a total of 799363874031 yuan of raised funds. Before the funds raised this time are in place, the company has invested 595158000000 yuan of self raised funds in the raised investment projects in advance. According to the plan for non-public development of A-share shares and the authentication report on the report on Datang International Power Generation Co.Ltd(601991) pre investment of raised funds in investment projects with self raised funds issued by Ruihua Certified Public Accountants (special general partnership) on March 29, 2018 (Ruihua zhuanshen Zi [2018] No. 02380006), After the raised funds were in place, the company used the raised funds to replace the above self raised funds invested in advance. The company used the raised funds to replace the self raised funds invested in the raised investment projects in advance, which has been deliberated and approved at the 23rd Meeting of the 9th board of directors and the 14th meeting of the 9th board of supervisors. At the same time, the independent directors and sponsors of the company have expressed their consent. At present, the funds actually replaced are 595158000000 yuan, and the funds not replaced are 0 yuan. From January 2021 to December 2021, 2273211666 yuan of raised investment funds were used for the projects invested with raised funds. By the end of 2021, 799363874031 yuan of raised funds had been used, and 35004439789 yuan of unused raised funds and current deposit interest generated from raised funds, after deducting relevant transfer handling fees, would permanently supplement working capital.
2、 Deposit, use and special account balance of raised funds
(I) management of raised funds
1. Management system of raised funds
The company has complied with the requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the notice on Further Strengthening the management of publicly raised funds of joint stock limited companies issued by the CSRC, and the measures for the management of raised funds of listed companies (revised in 2013) of Shanghai Stock Exchange, The measures for the administration of Datang International Power Generation Co.Ltd(601991) raised funds (hereinafter referred to as the “management system”) was formulated on April 20, 2010, and the management system was revised in November 2016. The management system implements special account storage for the raised funds, and stipulates the storage, use, project implementation management, change of investment projects and supervision of use. 2. Tripartite supervision agreement of raised funds
According to relevant regulations, the company, the deposit bank and the sponsor China Securities Co.Ltd(601066) of this offering signed the tripartite supervision agreement on raised funds on March 28, 2018. There is no significant difference between these agreements and the tripartite supervision agreement (model) on the special account storage of raised funds issued by Shanghai Stock Exchange.
3. Storage of raised funds in special account
According to the relevant requirements of the regulations on the management of Datang International Power Generation Co.Ltd(601991) raised funds, the company has opened special accounts in Industrial Bank Co.Ltd(601166) Beijing Branch and Postal Savings Bank Of China Co.Ltd(601658) Beijing Financial Street sub branch, with account numbers 3266 Jinneng Holding Shanxi Coal Industry Co.Ltd(601001) 00493491 and 911005010001179011 respectively, for storing the raised funds of this issuance. As of December 31, 2021, the above accounts of the company have been closed.
In addition, Jiangsu Datang International Jintan Thermal Power Co., Ltd. has opened special accounts in China Construction Bank Corporation(601939) Jintan sub branch and Guangdong Datang International Zhaoqing Thermal Power Co., Ltd. has opened special accounts in Bank Of China Limited(601988) Guangzhou Liwan sub branch to store the raised funds of this offering. The accounts are 3205016264560 Shenzhen Fountain Corporation(000005) 7 and 722469921965 respectively. As of December 31, 2021, the above accounts have been closed. Liaoning Datang International Huludao Thermal Power Co., Ltd. has an account number of 0715023019245005779 in Huludao Longgang sub branch of industrial and Commercial Bank of China. As of December 31, 2021, the account balance is zero.
4. Performance of supervision agreement
As of December 31, 2021, all parties to the agreement have exercised their rights and performed their obligations in accordance with the provisions of the tripartite supervision agreement on raised funds signed.
(II) use of funds for projects invested with raised funds (hereinafter referred to as “projects invested with raised funds”)
During the reporting period, the company used the raised funds in strict accordance with the relevant provisions of the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange and the provisions on the administration of Datang International Power Generation Co.Ltd(601991) 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”.
3、 Other information about the use of raised funds
(I) replacement of self raised funds invested in projects with raised funds in advance
In order to ensure the smooth implementation of the project, the company has solved part of the construction funds and repaid part of the capital construction loans in the form of self raised funds according to the original plan of the investment project with raised funds before the funds raised from the non-public offering of shares are in place.
According to the verification report on the report of Datang International Power Generation Co.Ltd(601991) self raised funds invested in projects with raised funds in advance issued by Ruihua Certified Public Accountants (special general partnership) on March 29, 2018 (Ruihua zhuanshen Zi [2018] No. 02380006), as of December 31, 2017, the company invested 5.952 billion yuan in projects with raised funds in advance with self raised funds, as follows:
1. Three projects invested with self raised funds: (unit: RMB, 10000 yuan)
No. project name raised funds commitment to pre invest the amount with the total investment of self raised funds in 2017
1 Liaoning Datang International Huludao thermal power plant “big on small” 10820015091
New project
2 Jiangsu Datang International Jintan Gas Turbine Cogeneration Project 9220013611
3 Guangdong Datang International Gaoyao Jintao cogeneration project 7800011478
Total – 27840040180
2. Repayment of project infrastructure loans with self raised funds:
Borrower’s financial machine Contract No. loan purpose loan date repayment date amount (10000 yuan)
Chongqing Datang Chongqing agricultural and industrial yintuan Wujiang Yinpan Hydropower Project 2010 / 3 / 102016 / 12 / 142000
Borrower’s financial machine Contract No. loan purpose loan date repayment date amount (10000 yuan)
International Wulong firm 2009 No. Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) 9 / 3 / 162017 / 4 / 241000 hydropower development No. 2009 / 3 / 162017 / 4 / 251000 Co., Ltd. 2009 / 3 / 162017 / 6 / 3023 Transfar Zhilian Co.Ltd(002010) / 3 / 102017 / 12 / 313200 China agriculture 2009 / 6 / 1 7 April 18, 20172000 Industrial Bank of China 2009 / June 17, 2017 / June 3052 Miracle Automation Engineering Co.Ltd(002009) / June 17, 2017 / December 313900 industrial and Commercial Bank of China 2012 / April 28, 2017 / December 316900
China Agricultural 5501042016 Wujiang Pengshui Hydropower Station Project 2016 / 11 / 182017 / 4 / 234000 Industrial Bank China Vanke Co.Ltd(000002) 442016 / 11 / 182017 / 10 / 235000
CAMC 2016 / 3 / 1 2017 / 2 / 234420 Chongqing Datang Commercial Bank (Pengshui) Zi Wujiang Pengshui Hydropower Station Project 2016 / 3 / 1 2017 / 8 / 244420 international Pengshui No. 00003
Hydropower development national Kai 5 Tcl Technology Group Corporation(000100) 212 Wujiang Pengshui hydropower station project 2005 / 5 / 202017 / 5 / 205650 Co., Ltd. Development Bank 0040200902005 / 5 / 202017 / 11 / 205650
Director General of Bank of China, Chongqing and Bank of China, 2005 / 11 / 2, 2016 / 12 / 2210000 pedestrian word Wujiang Pengshui hydropower station project, 2005 / 11 / 2, 2017 / 6 / 2510000, 2005157, 2005 / 11 / 2, 2017 / 12 / 2510000
CITIC Bank (2008) Xin 2008 / 3 / 312017 / 2 / 215000 Zhejiang Datang Xing Yin Ying Dai Zi Wushashan Power Plant Phase I project 2008 / 3 / 312017 / 2 / 215000 Wushashan FA No. 0065
Electricity Co., Ltd. China Bank gs2007 person 2007 / 9 / 4 2016 / 12 / 214500 as the company Xinggu 0460 Wushashan Power Plant Phase I Project 2007 / 9 / 4 2017 / 6 / 2145 Hualan Biological Engineering Inc(002007) / 9 / 4 2017 / 12 / 214000
