China International Capital Corporation Limited(601995)
About Cosco Shipping Development Company Limited(601866) issuing shares to purchase assets and raising matching funds and related party transactions
Special verification opinions on the deposit and use of raised funds in 2021
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “independent financial consultant”) as an independent financial consultant for Cosco Shipping Development Company Limited(601866) (hereinafter referred to as ” Cosco Shipping Development Company Limited(601866) ,” company “or” listed company “) to issue shares to purchase assets and raise supporting funds and related party transactions, 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 (2022), etc, China International Capital Corporation Limited(601995) and its designated independent financial advisor sponsor conducted special verification on the deposit and use of the raised funds in Cosco Shipping Development Company Limited(601866) 2021. The relevant verification conditions and opinions are as follows: I. Basic information of the raised funds (I) amount and time of the raised funds
Approved by the reply on Approving the application of Cosco Shipping Development Company Limited(601866) issuing shares to COSCO Shipping Investment Holding Co., Ltd. to purchase assets and raise supporting funds (zjxk [2021] No. 3283) of China Securities Regulatory Commission, Cosco Shipping Development Company Limited(601866) (hereinafter referred to as “the company” or ” Cosco Shipping Development Company Limited(601866) “) non publicly issued 530434782 ordinary shares (A shares) (hereinafter referred to as “this issuance”) to 8 specific investors including China Shipping Group Co., Ltd., at an issue price of 2.76 yuan / share, with a total raised capital of 146399999832 yuan. After deducting the issuance fee of 309504348 yuan (including value-added tax), The net amount of raised funds is 146090495484 yuan. All the above-mentioned raised funds were received on December 16, 2021. ShineWing Certified Public Accountants (special general partnership) verified the arrival of the raised funds in the company’s account, and issued the capital verification report of Cosco Shipping Development Company Limited(601866) non-public offering of shares (xyzh / 2021bjaa131539) on December 17, 2021. In order to standardize the management of raised funds and protect the legitimate rights and interests of investors, the company and its subsidiaries implementing the investment project of raised funds signed the tripartite supervision agreement on the storage of raised funds and the quadripartite supervision agreement on the storage of raised funds with independent financial consultants and the opening bank of the special account for raised funds, opened a special account for raised funds and stored the raised funds in a special account. (II) use amount and year-end balance of raised funds in the current year
As of December 31, 2021, the use of the company’s raised funds is as follows:
Unit: Yuan
Amount of project raised funds
Net proceeds 146090495484
Less: accumulated expenditure in 2021-
Less: bank charges-
Add: equity registration fee not deducted 50304348
Plus: accumulated interest income of special account 6116284
As of December 31, 2021, the balance of the special account for raised funds was 146916116
2、 Management of raised funds (I) management of raised funds
In order to regulate the management, storage and use of the company’s raised funds and protect the legitimate rights and interests of investors, the company has formulated the raised funds management system in accordance with the measures for the management of raised funds of listed companies of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other laws and regulations.
According to the management system of raised funds, the company implements a special account for the raised funds. The company has set up a special account for raised funds in Shanghai Branch of China Development Bank to manage the deposit and use of funds in the special account for raised funds, and signed the tripartite supervision agreement on the storage of special account for raised funds with independent financial adviser China International Capital Corporation Limited(601995) , Shanghai Branch of China Development Bank in January 2022. There is no significant difference between the aforesaid agreement and the tripartite supervision agreement (model) on the storage of special account for raised funds of Shanghai Stock Exchange.
At the same time, the main subsidiaries of the company’s fund-raising project implementation, Huanyu Oriental international container (Qidong) Co., Ltd., Huanyu Oriental international container (Qingdao) Co., Ltd., Huanyu Oriental international container (Ningbo) Co., Ltd. and Shanghai Huanyu Logistics Technology Co., Ltd., have respectively set up special accounts for raised funds in Bank Of China Limited(601988) Shanghai branch to manage the storage and use of funds in the special account for raised funds, In February 2022, the four party supervision agreement on the storage of special account for raised funds was signed with the company, independent financial consultant China International Capital Corporation Limited(601995) and Bank Of China Limited(601988) Shanghai branch respectively. There is no significant difference between the aforesaid agreement and the tripartite supervision agreement (model) on the storage of special account for raised funds of Shanghai Stock Exchange. (II) storage of raised funds
As of December 31, 2021, the specific deposit of raised funds is as follows:
Unit: Yuan
balance
Account number of deposit bank
Total interest income from raised funds
National Development
Bank of Shanghai 3100156 Hunan Tianrun Digital Entertainment & Cultural Media Co.Ltd(002113) 725 Shahe Industrial Co.Ltd(000014) 61407998326116284146916116 branch
Total 1461407998326116284146916116
3、 Actual use of raised funds in this year (I) use of funds for investment projects with raised funds
As of December 31, 2021, the actual use of raised funds is shown in the attached table “comparison table of use of raised funds”.
(II) advance investment and replacement of investment projects with raised funds
In order to ensure the smooth implementation of the project construction, before the funds raised this time are in place, the subsidiaries of the company’s fund-raising project implementation main body have invested in the fund-raising investment project with self raised funds according to the actual situation of the project progress. As of December 31, 2021, the aforesaid advance investment has not been replaced.
(III) temporary replenishment of working capital with idle raised funds
As of December 31, 2021, the company has not used idle raised funds to temporarily supplement working capital.
(IV) cash management of idle raised funds and investment in related products
As of December 31, 2021, the company has no cash management and investment related products for idle raised funds. (V) permanent replenishment of working capital or repayment of bank loans with over raised funds
The company has no over raised funds in this issuance. (VI) use of over raised funds for projects under construction and new projects (including acquisition of assets, etc.)
The company has no over raised funds in this issuance. (VII) use of surplus raised funds
As of December 31, 2021, the company’s funds raised in this offering are still in the process of investment, and there is no use of surplus funds raised. 4、 Change the use of funds for investment projects with raised funds
As of December 31, 2021, the company has not changed the investment projects of raised funds.
5、 Problems in the use and disclosure of raised funds
As of December 31, 2021, the company has timely, truly, accurately and completely disclosed the deposit and actual use of the company’s raised funds in accordance with relevant laws and regulations, and there is no violation of the management of raised funds. The company has faithfully fulfilled its obligation to disclose the investment direction and progress of the raised funds, and there are no major problems in the use and disclosure of the raised funds. 6、 Assurance opinions of Accountants on the deposit and use of raised funds in 2021 ShineWing Certified Public Accountants (special general partnership) reviewed the special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company and issued the assurance report on the annual deposit and use of raised funds (xyzh2022bjaa130215). According to the report, the special report on the annual deposit and use of Cosco Shipping Development Company Limited(601866) raised funds has been prepared in accordance with the provisions of the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), It truthfully reflects the actual deposit and use of the raised funds in Cosco Shipping Development Company Limited(601866) 2021 in all major aspects. 7、 Verification measures and opinions of independent financial adviser
After verification, The independent financial adviser believes that the deposit and use of the company’s raised funds in 2021 comply with 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 of listed companies (revised in 2022), the stock listing rules of Shanghai Stock Exchange, and the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation (2022) And the company’s measures for the administration of raised funds and other laws, regulations and system documents, the raised funds are stored and used in a special account. The actual use and storage of the raised funds are consistent with the disclosed situation. There is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds. The independent financial consultant has no objection to the deposit and use of the company’s raised funds in 2021.
Schedule
Comparison table of use of raised funds
(2021)
Unit: 10000 yuan
Total amount of raised funds 14609050 total amount of raised funds invested in this year-
Total amount of raised funds with changed purposes-
The proportion of the total amount of raised funds invested accumulatively to the total amount of raised funds with changed purposes-
project
By the end of the current year, the changed items have reached the project’s feasible committed investment, Including the accumulated investment amount of the investment after the adjustment of the raised funds by the Department as of the end of the period. As of the end of the period, whether the investment is expected to be achieved in the current year, whether the project is issued or not. The total amount of the promised investment and the progress of the promised investment (%) can significantly change the expected benefits (if any) total amount (1) amount (2) Amount difference (4) =
