Ping An Securities Co., Ltd
About Hunan Aihua Group Co.Ltd(603989)
Special verification opinions on the deposit and actual use of raised funds in 2021
Ping An Securities Co., Ltd. (hereinafter referred to as "Ping An Securities" or "recommendation institution") as a continuous supervision and recommendation institution for Hunan Aihua Group Co.Ltd(603989) (hereinafter referred to as " Hunan Aihua Group Co.Ltd(603989) " or "company") to publicly issue convertible corporate bonds, in accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shanghai Stock Exchange In accordance with the 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 measures for the management of raised funds by listed companies of Shanghai Stock Exchange (revised in 2013) and other relevant laws and regulations, the deposit and actual use of raised funds in Hunan Aihua Group Co.Ltd(603989) 2021 were verified, and the verification opinions are as follows: I. Basic information of raised funds
(I) actual amount of raised funds and availability of funds
Approved by the reply on approving Hunan Aihua Group Co.Ltd(603989) public issuance of convertible corporate bonds (zjxk [2017] No. 2350) of China Securities Regulatory Commission, the company publicly issued 6910000 convertible corporate bonds (hereinafter referred to as "convertible bonds") to the public on March 2, 2018, with an issue price of 100 yuan / piece, a total raised capital of 69100000000 yuan and a term of 6 years, After deducting the issuance fee of 1393028302 yuan, the company actually raised 67706971698 yuan net. All the above raised funds were in place on March 8, 2018. The company has opened a special account for the raised funds as required, and signed a supervision agreement for the raised funds with the sponsor and the bank storing the raised funds. On March 12, 2018, Tianzhi International Certified Public Accountants (special general partnership) verified the availability of the raised funds of the company's convertible bonds and issued the capital verification report (Tianzhi Zi [2018] No. 8274). (II) use and balance of raised funds
The company has accumulated 49161701868 yuan of raised funds in previous years, including 6060800000 yuan of self raised funds invested in the upgrading and expansion project of lead-in aluminum electrolytic capacitors in advance, 368440000 yuan of self raised funds invested in the expansion project of ox horn aluminum electrolytic capacitors in advance, and 4441470000 yuan of self raised funds invested in the expansion project of medium and high voltage chemical foil production line in Xinjiang in advance, 25017594206 yuan is used for lead-in aluminum electrolytic capacitor upgrading and expansion project, 2664898493 yuan is used for ox horn aluminum electrolytic capacitor expansion project, 140885157 yuan is used for laminated chip solid aluminum electrolytic capacitor production project, and 10299294012 yuan is used for Xinjiang medium and high voltage foil production line expansion project. The accumulated financial management and interest income of the special account for raised funds is 3895355891 yuan, and the accumulated bank handling fee and account management fee are 1895254 yuan. As of December 31, 2020, the balance of the company's special account for raising funds through public issuance of convertible bonds was 938730481 yuan, and the balance of purchasing bank financial products was 21500000000 yuan, with a total balance of 22438730481 yuan.
In 2021, the company actually used 7922521423 yuan of raised funds, including 1099999167 yuan for lead-in aluminum electrolytic capacitor upgrading and expansion project, 6794107256 yuan for ox horn aluminum electrolytic capacitor expansion project, 5820000 yuan for laminated chip solid-state aluminum electrolytic capacitor and 22595000 yuan for Xinjiang medium and high voltage chemical foil production line expansion project; In 2021, the company's special account for raised funds received interest income of 6536627 yuan, financial income of 373865043 yuan, bank handling fee and account management fee of 337065 yuan, and the balance of raised funds was transferred to the company's settlement account to permanently supplement working capital of 3318732276 yuan.
As of December 31, 2021, the company has actually used 57084223291 yuan of raised funds, including 6060800000 yuan of self raised funds for replacement of lead-in aluminum electrolytic capacitor upgrading and production expansion projects invested in advance, 368440000 yuan of self raised funds for replacement of horn aluminum electrolytic capacitor production expansion projects invested in advance, 168320000 yuan of self raised funds for replacement of laminated chip solid aluminum electrolytic capacitor production projects invested in advance Replace the self raised funds of 4441470000 yuan invested in the expansion project of Xinjiang medium and high voltage foil production line in advance, 26117593373 yuan for the upgrading and expansion project of lead-in aluminum electrolytic capacitor, 9459005749 yuan for the expansion project of ox horn aluminum electrolytic capacitor, 146705157 yuan for the production project of laminated chip solid aluminum electrolytic capacitor, and 10321889012 yuan for the expansion project of Xinjiang medium and high voltage foil production line. The special account for raised funds has accumulated 4275757560 yuan of financial management and interest income, 2232319 yuan of bank charges and account management fees, and the balance of raised funds has been transferred to the company's settlement account to permanently supplement working capital of 3318732276 yuan.
As of December 31, 2021, the balance of the special account for funds raised by the company's public issuance of convertible bonds was
577483021 yuan, the balance of purchasing bank financial products is 11000000000 yuan, and the total balance is
11577483021 yuan.
2、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use, and protect the rights of investors
The company is listed in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and
Guidelines for company supervision No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022)
The provisions of relevant laws, regulations and normative documents such as the "revised" and the stock listing rules of Shanghai Stock Exchange
The management system of Hunan Aihua Group Co.Ltd(603989) raised funds was formulated in combination with the actual situation of the company,
Supervise the deposit and use of raised funds, project implementation management, change and use of investment projects, etc
Specified.
(II) tripartite supervision agreement of raised funds
According to the requirements of Shanghai Stock Exchange and relevant regulations, the company will deposit the raised funds in a special account in the bank
A special account for the raised funds was established, which was established together with the sponsor Ping An Securities Co., Ltd. on March 27, 2018
With Agricultural Bank Of China Limited(601288) Yiyang branch business department and Ping An Bank Co.Ltd(000001) North
Beijing Financial Street Holdings Co.Ltd(000402) sub branch, Bank Of China Limited(601988) Yiyang taohualun sub branch, China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd
Limited company Yincheng sub branch and Bank Of Communications Co.Ltd(601328) Yiyang branch business department signed the agreement on raising convertible bonds
The tripartite supervision agreement on the storage of raised funds in the special account defines the rights and obligations of all parties.
(III) storage of raised funds in special account
As of December 31, 2021, the specific deposit of funds raised by public issuance of convertible corporate bonds in 2018
The discharge conditions are as follows:
Unit: Yuan
Deposit bank bank account number account type storage balance financial product balance
The raised funds of China Agricultural Bank Of China Limited(601288) Co., Ltd. 1849 Saic Motor Corporation Limited(600104) 006511 have been cancelled
Company Yiyang Branch Sales Department special account
Ping An Bank Co.Ltd(000001) 15000091464751 raised funds have been cancelled
Special account of Beijing Financial Street Holdings Co.Ltd(000402) sub branch
Bank Of China Limited(601988) 584671776193 raised funds have been cancelled
Yiyang taohualun sub branch special account
China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. 1912032029200190888 raised funds 57748302111000000000 company Yincheng sub branch special account
Bank Of Communications Co.Ltd(601328) 43989991 Fawer Automotive Parts Limited Company(000030) 66748 raised funds have been cancelled
Yiyang Branch Sales Department special account
Total 57748302111000000000
In order to improve the use efficiency of raised funds, the company uses some temporarily idle raised funds to purchase principal guaranteed financial management,
As of December 31, 2021, the balance is RMB 11000000000.
3、 Actual use of raised funds in 2021
(I) comparison table of use of raised funds
See the attached table for the comparison table of the use of raised funds.
(II) advance investment and replacement of investment projects with raised funds
The company had no advance investment and replacement of investment projects with raised funds in 2021.
(III) permanent replenishment of working capital with raised funds
The company has held the 18th meeting of the 4th board of directors on April 1, 2021 and April 27, 2021 respectively
The 17th meeting of the Fourth Board of supervisors and the 2020 annual general meeting of shareholders deliberated and adopted the
The investment projects of some convertible corporate bonds will be closed, and the surplus raised funds will be permanently supplemented with working capital
Jin's proposal agrees that the company will upgrade and expand the production of lead-in aluminum electrolytic capacitors and Xinjiang Zhonggao
Balance raised funds (including interest income) of "expansion project of pressed foil production line"
(balance) used for permanent replenishment of working capital. As of December 31, 2021, the company's "lead aluminum electrolytic capacitor"
Upgrading and production expansion project ", subsidiary Xinjiang Rongze aluminum foil manufacturing Co., Ltd." Xinjiang medium and high voltage chemical foil production "
Surplus raised funds after the completion of the special account for raised funds of convertible corporate bonds of "production line expansion project"
The amount is 3318605323 yuan, which has been transferred to the company's settlement account to permanently supplement working capital.
In September 2021, "ox horn aluminum electrolytic capacitor production expansion project" was concluded, and the project surplus raised funds (including
(including interest income) 126953 yuan, which is lower than 5% of the net fund raised by the project. The company decided to raise the surplus fund
Permanent replenishment of working capital. According to relevant regulations, the matter is exempted from the review procedure. As of December 2021
On January 31, the actual savings of the company's "ox horn aluminum electrolytic capacitor expansion project" raised funds amounted to 126953
Yuan, which has been transferred to the company's settlement account to permanently supplement working capital.
The above special accounts for raised funds have completed the cancellation procedures, and the supervision agreement corresponding to the above accounts has been terminated accordingly. (IV) description of using idle raised funds to purchase bank financial products
After deliberation at the 18th meeting of the Fourth Board of directors and the 17th meeting of the Fourth Board of supervisors on April 1, 2021, and approved by the 2020 annual general meeting of shareholders held on April 27, 2021, it is agreed that the company, in order to improve the efficiency of fund use and make rational use of idle raised funds, without affecting the normal implementation progress of the company's fund-raising projects, It is agreed that the company will use idle raised funds with a total amount of no more than 200 million yuan to purchase low-risk and principal guaranteed financial products with a term of no more than 12 months, which will be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Within the validity period of the above quota and resolution, the funds can be used on a rolling basis. 4、 Change the use of funds for investment projects with raised funds
The investment project of the company's raised funds in 2021 has not changed, nor has it been transferred or replaced. 5、 Problems in the use and disclosure of raised funds
The company has timely, truly, accurately and completely disclosed the deposit and actual use of the company's 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) and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, 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. 6、 Assurance opinions of Accountants on the deposit and actual use of raised funds in 2021
Annual deposit and actual use of funds raised by Tianzhi accounting firm
