About China Hainan Rubber Industry Group Co.Ltd(601118)
Special verification opinions on the deposit and use of raised funds in 2021
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” or “recommendation institution”) as a recommendation institution for non-public offering of shares by China Hainan Rubber Industry Group Co.Ltd(601118) (hereinafter referred to as ” China Hainan Rubber Industry Group Co.Ltd(601118) ” or “company”), in accordance with the measures for the administration of securities issuance and listing recommendation business In accordance with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange (revised in 2022), 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 measures for the management of raised funds by listed companies of Shanghai Stock Exchange, special verification was conducted on the deposit and use of raised funds in China Hainan Rubber Industry Group Co.Ltd(601118) 2021, The details are as follows:
1、 Basic information of raised funds
(I) funds raised by non-public offering of shares
With the approval of zjxk [2017] No. 1797 document of China Securities Regulatory Commission, the company completed the registration, custody and sales restriction procedures of new shares of non-public offering on February 12, 2018, and actually issued 348256197 RMB ordinary shares at an issue price of 5.16 yuan / share, with a total raised capital of 179700197652 yuan. After deducting the total issuance expenses of 618926213 yuan, the net amount of funds raised by the company is 179081271439 yuan. The raised funds have been verified and confirmed by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) in the capital verification report (zhyz (2018) No. 170002) on February 7, 2018, and have been stored in the designated special account for raised funds under third-party supervision.
(II) use and balance of raised funds
As of December 31, 2021, the investment amount of the company’s raised funds this year was 12149888385 yuan, and the balance of the special account for raised funds was 70621962615 yuan (including the accumulated interest income of bank deposits of raised funds).
2、 Deposit and management of raised funds
(I) management of raised funds
In order to regulate the management of the company’s raised funds and protect the rights and interests of investors, the company has formulated the measures for the management of raised funds in accordance with the provisions of laws and regulations such as the notice on further regulating the use of raised funds by listed companies and the measures for the management of raised funds by listed companies on Shanghai Stock Exchange issued by China Securities Regulatory Commission. The system has made clear provisions on the storage, approval, use, management and supervision of raised funds to ensure the standardized use of raised funds.
In February 2018, the company and the sponsor Guotai Junan Securities Co.Ltd(601211) signed the tripartite supervision agreement on raising funds through non-public offering of shares with China Agricultural Bank Of China Limited(601288) Haikou haixiu sub branch, the business department of the head office of Bank of Hainan, Haikou Binhai Avenue sub branch of Shanghai Pudong Development Bank and the business Department of China Merchants Bank Co.Ltd(600036) Haikou branch respectively.
(II) deposit of raised funds
As of December 31, 2021, the deposit of the company’s raised funds in the special bank account is as follows:
Unit: 10000 yuan
Remarks on the ending balance of the initial deposit amount in the account number of the deposit bank
China Agricultural Bank Of China Limited(601288) Haikou haixiu sub branch 1 Inner Mongolia Baotou Steel Union Co.Ltd(600010) 404788250000.00 7.96-
China Merchants Bank Co.Ltd(600036) Haikou branch business department 95510883888888820000.00520184-
Bank of Hainan head office business department 688888880008579161103034681-
Shanghai Pudong Development Bank Haikou Binhai 34040078801900 Shenzhen Quanxinhao Co.Ltd(000007) 530000.00 65.07-
Dadao sub branch
China Agricultural Bank Of China Limited(601288) Haikou haixiu sub branch — 2675681 call deposit
Shanghai Pudong Development Bank Haikou Binhai 824348 notice deposit Avenue sub branch
Total 179161107062196-
3、 Actual use of raised funds in 2021
(I) use of funds for investment projects with raised funds
For details of the use of raised funds in this year, see Annex I: comparison table of the use of raised funds.
(II) temporary replenishment of working capital with idle raised funds
In June 2020, the company held the 32nd meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors respectively, deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed to use idle raised funds of RMB 80 million to temporarily supplement working capital, with a service life of no more than 12 months from the date of deliberation and approval of the board of directors. The company’s independent directors, the board of supervisors and the recommendation agency all expressed clear consent. As of December 31, 2021, all the raised funds temporarily replenished have been returned to the raised investment account.
(III) cash management of idle raised funds
The company held the 49th meeting of the 5th board of directors and the 27th meeting of the 5th board of supervisors on September 28, 2021. The proposal of China Hainan Rubber Industry Group Co.Ltd(601118) on using part of the raised funds to handle smart notice (agreement) deposits was reviewed and approved respectively, and the company was agreed to use the raised funds of no more than 600 million yuan to handle smart notice (agreement) deposits, On the premise of ensuring the safety of the raised funds and not affecting the use of the raised investment projects, the use limit shall be valid within 12 months from the date of deliberation and approval of the board meeting.
The investment period of a single cash management product shall not exceed 12 months. The company’s independent directors, the board of supervisors and the recommendation agency all expressed clear consent.
As of December 31, 2021, the company’s call deposit balance in Agricultural Bank Of China Limited(601288) Haikou haixiu sub branch was 2675681 million yuan, and the call deposit balance in Shanghai Pudong Development Bank Co.Ltd(600000) Haikou Binhai Avenue sub branch was 824348 million yuan. The above cash management products have not yet expired.
(IV) permanent replenishment of working capital or repayment of bank loans with over raised funds
The company has no over raised funds.
(V) over raised (V) assets used for acquisition of new projects
The company has no over raised funds.
(VI) use of surplus raised funds
The company has no surplus of raised funds.
(VII) other information about the use of raised funds
In 2021, there was no other use of raised funds in the company.
4、 Change the use of funds for investment projects with raised funds
(I) change of investment projects with raised funds
The 46th meeting of the 5th board of directors, the 25th meeting of the 5th board of supervisors and the second extraordinary general meeting of shareholders in 2021 deliberated and adopted the proposal on changing projects invested by raising funds and permanently replenishing the remaining raised funds with working capital. The company has comprehensively considered the national industrial policy, production and operation environment, market factors, the adjustment of the company’s future development strategic layout and the actual construction of the raised investment project. In order to comply with the national industrial and ecological environmental protection policies, fully support the important national strategic deployment, effectively cooperate with the company’s business development and strategic layout, promote the sustainable and healthy development of the company’s main business, and improve the use efficiency of the company’s raised funds, To safeguard the interests of shareholders, the company terminated the tropical high-efficiency non rubber agriculture project. After the termination of the project, the remaining raised funds will be 7048189 million yuan, of which 193331 million yuan will be used for the renewal and planting project of special rubber plantations, and the remaining 5114879 million yuan will be used for permanent replenishment of working capital. At the same time, according to the national “13th five year plan” and “14th five year plan” natural rubber production capacity construction plan and the needs of the company’s strategic development of “focusing on the main business”, the implementation period of the original special rubber plantation renewal and planting project will be extended, and the relevant contents of the project will be adjusted.
As of December 31, 2021, the use of funds for the company’s change of investment projects with raised funds is detailed in Annex II: table of change of investment projects with raised funds.
(II) failure to reach the planned progress and major changes in the feasibility of the changed project
The above situation does not exist in the company.
(III) reasons and conditions for the inability to calculate the benefits of the investment project with raised funds after the change
The project has not yet reached the production period, and the benefits cannot be calculated separately at present.
5、 Problems in the use and disclosure of raised funds
The company disclosed relevant information in a timely, true, accurate and complete manner, and there was no violation of the management of raised funds. 6、 Verification opinions of the recommendation institution
Upon verification, Guotai Junan Securities Co.Ltd(601211) believes that: China Hainan Rubber Industry Group Co.Ltd(601118) complies with the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange on the management of raised funds and the company’s management system of raised funds, effectively implements the supervision agreement on raised funds, stores and uses the raised funds in a special account, and the storage and use of raised funds comply with the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange on the management of raised funds, There is no disguised change in the purpose of the raised funds and damage to the interests of shareholders, nor is there any illegal use of the raised funds.
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(there is no text on this page, which is the signature and seal page of Guotai Junan Securities Co.Ltd(601211) special verification opinions on the deposit and use of raised funds in China Hainan Rubber Industry Group Co.Ltd(601118) 2021)
Signature of sponsor representative:
Xu Lei, Zhou Cong
Guotai Junan Securities Co.Ltd(601211) mm / DD / yyyy
Annex I:
Comparison table of use of raised funds
Unit: RMB 10000
The total amount of raised funds is 17908127. The total amount of raised funds invested in this year (including the replacement of raised funds) is 1214989
The total amount of raised funds for changing purposes is 7048189
The accumulated total amount of raised funds invested is 6495946, and the proportion of the total amount of raised funds changed is 39.36%
By the end of the period, the accumulated investment projects of the changed items have reached the project’s committed investment objectives, Including the adjusted investment commitment of the raised funds of the Ministry, the investment commitment of the current year as of the end of the period, and whether the progress of the cumulative investment amount as of the end of the period reaches the expected feasibility of the current year is whether the total amount of the project sub change commitment investment, the total commitment commitment commitment amount, the investment amount and the commitment investment (%) can be used and realized to the expected occurrence (if any) (1) (2) Difference of amount (4) = (2) / (1) significant change of daily benefit in status (3) = (2) – (1) period
