Ping An Securities Co., Ltd
About Shanying International Holdings Co.Ltd(600567)
Special verification opinions on the extension of some investment projects with raised funds
Shanying International Holdings Co.Ltd(600567) Shanying International Holdings Co.Ltd(600567) (hereinafter referred to as ” Shanying International Holdings Co.Ltd(600567) company” or “listed company”) held the 21st Meeting of the seventh board of directors and the 2018 annual general meeting of shareholders respectively on April 19, 2019 and passed the relevant proposals on the public issuance of convertible corporate bonds by the company. In order to meet the needs of the company’s public issuance of convertible corporate bonds in 2019, the company hired Ping An Securities Co., Ltd. (hereinafter referred to as “Ping An Securities” or “recommendation agency”) as the recommendation agency for the public issuance of convertible corporate bonds in 2019, and signed the recommendation agreement between Shanying International Holdings Co.Ltd(600567) and Ping An Securities Co., Ltd. on Shanying International Holdings Co.Ltd(600567) public issuance of convertible corporate bonds with Ping An Securities.
According to the relevant provisions of the measures for the administration of securities issuance and listing recommendation business of the China Securities Regulatory Commission, if the company hires another recommendation institution for re applying for securities issuance, it shall terminate the recommendation agreement with the original recommendation institution, and the additional recommendation institution shall complete the unfinished continuous supervision work of the original recommendation institution.
Therefore, the company has signed relevant termination agreements with Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) “). Ping An Securities undertakes the unfinished continuous supervision work of Sinolink Securities Co.Ltd(600109) and Ping An Securities appoints Mr. Zhu Xiangjian and Ms. Wang Ying as the sponsor representatives to perform the continuous supervision obligations during the use period of the funds raised by the company’s non-public offering of shares in 2016 and public offering of convertible corporate bonds in 2018.
Ping An Securities, as the sponsor of the public issuance of convertible corporate bonds in Shanying International Holdings Co.Ltd(600567) 2019 and the sponsor performing the obligation of continuous supervision during the use period of the funds raised by the public issuance of convertible corporate bonds in 2018, In accordance with the requirements 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, The company has checked the implementation progress of the “cogeneration project of yangjiachang Town Industrial Park, Gongan County” of the investment project funded by the public issuance of convertible corporate bonds in 2018. The verification results are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Shanying International Holdings Co.Ltd(600567) public issuance of convertible corporate bonds (zjxk [2018] No. 1622) of the China Securities Regulatory Commission, the total face value of Shanying International Holdings Co.Ltd(600567) public issuance of convertible corporate bonds is RMB 230000000. After deducting the issuance expenses, the net capital raised in this issuance is RMB 226815756509. All the funds raised in this offering were received on November 27, 2018, and Tianjian Certified Public Accountants (special general partnership) issued the capital verification report (tianjianyan [2018] No. 430).
In order to standardize the management and use of the company’s raised funds and protect the rights and interests of investors, the company has established relevant special accounts for raised funds. After the raised funds are received, they have been deposited in the special account for raised funds, and the supervision agreement for raised funds has been signed with the sponsor and the bank opening the special account for raised funds.
2、 Investment projects with raised funds
The investment plan of the raised funds disclosed in the prospectus for public issuance of convertible corporate bonds of the company is as follows:
Unit: RMB 10000
No. project name total investment of the project proposed to raise funds for investment
1 cogeneration project in yangjiachang Town Industrial Park, Gongan County 181572130000
2. High grade packaging paperboard project with an annual output of 2.2 million tons (phase III) 132134100000
Total 313706230000
Note: the high-grade packaging paperboard project with an annual output of 2.2 million tons (phase III), that is, the pm26 silver fir / Sequoia production line project with an annual output of 490000 tons.
On January 10, 2020, the 32nd meeting of the seventh board of directors and the 30th meeting of the seventh board of supervisors deliberated and approved the proposal on changing part of the investment projects with raised funds, and agreed to change the original project with an annual output of 2.2 million tons of high-grade packaging paperboard (phase III) into the “1 million tons of high-grade carton paperboard expansion project” of Shanying paper (Guangdong) Co., Ltd. The implementation subject of the new project is changed to Shanying paper (Guangdong) Co., Ltd., a wholly-owned subsidiary of the company, and the implementation location is changed to Linjiang Industrial Park, Zhaoqing high tech Industrial Development Zone, Guangdong Province. The independent directors expressed their independent opinions on the above matters. The proposal has been deliberated and approved at the first bondholders’ meeting of “Shanying convertible bonds” in 2020 and the first extraordinary general meeting of shareholders in 2020.
After changing the investment project of raised funds, the planned investment of the company’s raised funds is as follows:
Unit: RMB 10000
No. project name total investment of the project proposed to raise funds for investment
1 cogeneration project in yangjiachang Town Industrial Park, Gongan County 181572130000
21 million ton high-grade carton board expansion project 259556100000
Total 441128230000
3、 Use and deposit of raised funds
As of December 31, 2021, the accumulated funds raised from the public issuance of convertible corporate bonds have been used up to 193825 million yuan, and the balance of the raised funds account is 2073300 yuan (including the accumulated bank deposit interest received minus the bank service charge). The details are as follows:
Unit: RMB 10000
Project name total investment amount of the project raised funds planned to be invested cumulative amount of raised funds invested
Cogeneration project of yangjiachang Town Industrial Park, Gongan County 18157212820095205
1 million ton high-grade carton board expansion project 2595561 China Baoan Group Co.Ltd(000009) 8620
Total 441128228200193825
Note: the company will adjust the amount to be invested in the raised funds according to the actual net amount of raised funds.
After deliberation and approval at the 11th meeting of the 8th board of directors and the 8th meeting of the 8th board of supervisors, the company used the idle funds raised from the public issuance of convertible corporate bonds in 2018 of no more than RMB 350 million to temporarily supplement the working capital. On December 16, 2021, the company returned the raised funds used to temporarily supplement the working capital of RMB 20 million to the special account for raised funds of “Shanying convertible bonds” in advance. As of the date of issuance of this verification opinion, the remaining 330 million yuan has not been returned yet, and the company will return all of it to the special account for raised funds of “Shanying convertible bonds” before the specified maturity date.
4、 Reasons for the delay of some raised investment projects
The total investment of the cogeneration project of yangjiachang Town Industrial Park in Gongan County is planned to be 181572 million yuan. The project is constructed in two phases with a total construction period of 48 months. It was originally planned to be completed and put into operation in 2022. The project, which is a wholly-owned subsidiary of Huaying County, Hubei Province, is located in Yanghe Packaging Industry Co., Ltd., a high-grade paperboard project with an annual output of 2.2 million tons. Since the outbreak of covid-19 pneumonia, it has affected a wide range and lasted for a long time, with fluctuations in global production and supply, delays in engineering construction and equipment bidding and procurement, delays in the production period of the project with an annual output of 2.2 million tons of high-grade packaging paperboard, and the planning time of the supporting project cogeneration project will be postponed accordingly. The first phase of the cogeneration project was completed and put into operation in June 2021, and was implemented in conjunction with the first and second phases of the high-grade packaging paper project with an annual output of 2.2 million tons.
The second phase of the cogeneration project is implemented together with the subsequent paper production line of Shanying in Central China. Combined with the implementation planning and construction progress of the current project, and on the basis of comprehensively considering the overall construction progress in the later stage, the company plans to extend the completion time of the “cogeneration project of yangjiachang Town Industrial Park in Gongan County” to the end of June 2024.
5、 Impact of the delay of some raised investment projects on the company
The postponement of the raised investment project is a prudent decision made by the company according to the implementation plan and construction progress of the project. It only involves the change of the time when the raised investment project reaches the expected usable state, and does not involve the change of the implementation subject, implementation mode and total investment of the raised investment project. It will not have an adverse impact on the implementation of the raised investment project and the normal operation of the company. There is no change or disguised change in the investment direction of the raised funds and damage the interests of shareholders, Comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the management of raised funds of listed companies, and meet the interests of the company and all shareholders.
The extension of the project will not adversely affect the production and operation of the company and is conducive to the long-term development of the company. The postponement of some raised investment projects has been carefully studied in combination with the actual operation and development needs of the company. However, in the process of project implementation, there may still be various unforeseen factors, resulting in the uncertainty of project implementation. Please pay attention to the investment risks.
6、 Internal decision-making procedures performed by the company and opinions of independent directors and board of supervisors
The company held the 15th meeting of the 8th board of directors and the 11th meeting of the 8th board of supervisors on April 15, 2022, deliberated and adopted the proposal on the extension of some investment projects with raised funds, and the independent directors of the company issued independent opinions with explicit consent.
(I) opinions of independent directors
The independent directors of the company expressed their opinions on this matter as follows: the postponement of some raised investment projects of the company was a prudent decision made by the company according to the actual situation, did not change the content, total investment and construction scale of the raised investment projects, and did not change the purpose of the raised funds in a disguised manner and damage the interests of all shareholders, especially minority shareholders.
The company has fulfilled the necessary decision-making procedures for the postponement of some raised investment projects, which is in line with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the management of raised funds of listed companies. In conclusion, the independent directors agree to the extension of some raised investment projects of the company.
(II) opinions of the board of supervisors
After review, the board of supervisors of the company believes that the postponement of some raised investment projects of the company is a prudent decision made according to the actual situation of the project, which will not have a significant adverse impact on the normal operation of the company, and there is no situation of changing the purpose of raised funds in a disguised form and damaging the interests of the company and shareholders, which is conducive to ensuring the smooth implementation of raised investment projects. Therefore, the board of supervisors agreed to the extension of some raised investment projects of the company.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: the postponement of some raised investment projects of the company has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors of the company have expressed their explicit consent, have performed the necessary decision-making procedures, and comply with the provisions on the decision-making procedures for the use of raised funds in relevant laws, regulations and normative documents. The postponement of some raised investment projects complies with the requirements of relevant laws, regulations and normative documents 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 (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock exchange No. 1 – standardized operation, and the provisions of the company’s raised funds management system, It will not have a significant adverse impact on the normal operation of the company, and there is no situation of changing the purpose of the raised funds in a disguised form and damaging the interests of the company and shareholders.
(there is no text on this page, which is the signature page of the special verification opinions of Ping An Securities Co., Ltd. on the extension of Shanying International Holdings Co.Ltd(600567) some raised capital investment projects) sponsor representative:
Zhu Xiangjian, Wang Ying
Ping An Securities Co., Ltd
