Ping An Securities Co., Ltd
About Shanying International Holdings Co.Ltd(600567)
Special verification opinions on the deposit and use of raised funds in 2021
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 on April 19, 2019 and April 30, 2019 respectively, and deliberated and adopted 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, According to 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 deposit and actual use of raised funds of the company in 2021 were verified. The verification results are as follows:
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
1. Actual funds raised from public issuance of convertible corporate bonds in 2018
Approved by the reply on approving Shanying International Holdings Co.Ltd(600567) public issuance of convertible corporate bonds (zjxk [2018] No. 1622) of China Securities Regulatory Commission, the company publicly issues convertible corporate bonds with a total face value of RMB 230000000, with a face value of RMB 100 each, a total of 230000000 pieces, which are issued at par. After deducting the relevant issuance expenses, the net amount of funds raised in this issuance is RMB 226815756509. The above raised funds have been fully paid on November 27, 2018. The availability of the above raised funds has been verified by Tianjian Certified Public Accountants (special general partnership) and issued a capital verification report (tianjianyan [2018] No. 430).
2. Actual funds raised from public issuance of convertible corporate bonds in 2019
Approved by the reply on approving Shanying International Holdings Co.Ltd(600567) public issuance of convertible corporate bonds (zjxk [2019] No. 2315) of the China Securities Regulatory Commission, the company publicly issues convertible corporate bonds with a total face value of RMB 18 Shanghai Pudong Development Bank Co.Ltd(600000) 00, with a face value of RMB 100 each, a total of 18 Shanghai Pudong Development Bank Co.Ltd(600000) , which are issued at par. After deducting the relevant issuance expenses, the net amount of funds raised in this issuance is RMB 184577830189. The above raised funds have been fully paid on December 19, 2019. The availability of the above raised funds has been verified by Rongcheng Certified Public Accountants (special general partnership) and a capital verification report (hyz [2019] No. 8430) has been issued.
(II) use and balance of raised funds
1. Use and balance of funds raised by public issuance of convertible corporate bonds in 2018
The company’s raised funds account actually received 2269346 million yuan of raised funds, including 22681576 million yuan of net raised funds and 1.1885 million yuan of unpaid issuance expenses. As of December 31, 2021, the company has used a total of 22682483 million yuan of raised funds, including 19382483 million yuan of project investment of raised funds and 330 million yuan of working capital temporarily. After deducting the accumulated used raised funds, the balance of raised funds is 1.0977 million yuan, the net amount of accumulated interest income of the special account for raised funds deducting bank charges is 975600 yuan, and the total balance of the special account for raised funds on December 31, 2021 is 2.0733 million yuan.
2. Use and balance of funds raised by public issuance of convertible corporate bonds in 2019
The company’s raised funds account actually received 1847584900 yuan of raised funds, including 1845778300 yuan of net raised funds and 1806600 yuan of unpaid issuance expenses. As of December 31, 2021, the company has used a total of 1846985500 yuan of raised funds, including 1291985500 yuan of project investment of raised funds and 555 million yuan of working capital temporarily. After deducting the accumulated used raised funds, the balance of raised funds is 599400 yuan, the net amount of accumulated interest income of the special account for raised funds deducting bank handling fees is 213600 yuan, and the total balance of the special account for raised funds on December 31, 2021 is 813000 yuan.
2、 Management of raised funds
In order to regulate the management and use of the raised funds, improve the efficiency and efficiency of the use of funds and protect the rights and interests of investors, the company, in accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other relevant laws, regulations and normative documents, Combined with the actual situation of the company, the management system of raised funds is formulated, which makes specific and clear provisions on the storage, use and supervision of raised funds. (I) actual funds raised from public issuance of convertible corporate bonds in 2018
After the funds raised from the public issuance of convertible corporate bonds are in place, the company manages and uses the raised funds in strict accordance with the provisions of the raised funds management system. The storage, use and management of the raised funds do not violate the provisions of the regulations and documents such as the Shanghai Stock Exchange listed companies self discipline supervision guidance No. 1 – standardized operation, as well as the company’s raised funds management system and other systems.
On November 29, 2018, the company signed the tripartite supervision agreement on the storage of special account for raised funds with the sponsor Sinolink Securities Co.Ltd(600109) , Maanshan Xingfu road sub branch of Huishang Bank Co., Ltd; On December 25, 2018, the company, its wholly-owned subsidiary Shanying Huazhong Paper Co., Ltd. and Sinolink Securities Co.Ltd(600109) signed the four party supervision agreement on special account storage of raised funds with Bank Of China Limited(601988) Haiyan sub branch and Bank Of China Limited(601988) public security sub branch respectively.
Since the recommendation institution continuously supervised by the company was changed to Ping An Securities, on June 28, 2019, the Company re signed the tripartite supervision agreement on the storage of special account for raised funds with the recommendation institution Ping An Securities and Ma’anshan Xingfu road sub branch of Huishang Bank Co., Ltd; The company, its wholly-owned subsidiary Shanying Huazhong Paper Co., Ltd. and the sponsor Ping An Securities re signed the four party supervision agreement on the storage of special account for raised funds with Bank Of China Limited(601988) Haiyan sub branch and Bank Of China Limited(601988) public security sub branch respectively.
On March 23, 2020, the Company re signed the tripartite supervision agreement on the storage of special account for raised funds with the sponsor Ping An Securities and Ma’anshan Xingfu road sub branch of Huishang Bank Co., Ltd; The company signed the four party supervision agreement on the storage of special account for raised funds with its wholly-owned subsidiary Shanying paper (Guangdong) Co., Ltd., the sponsor Ping An Securities and Bank Of China Limited(601988) Haiyan sub branch. Prior to the change of the investment project of the raised funds, the tripartite supervision agreement on the special account storage of raised funds signed by the company, the sponsor and the deposit bank on June 28, 2019 shall be terminated as of the effective date of the new agreement.
On December 8, 2020, the company held the second meeting of the eighth board of directors and the second meeting of the eighth board of supervisors, deliberated and approved the proposal on changing part of the special account for raised funds, and agreed that Shanying paper (Guangdong) Co., Ltd., the implementation subject of the raised investment project, should set up a new special account for raised funds in sihuishi sub branch of China Agricultural Development Bank, and cancel the special account of the original Bank Of China Limited(601988) Haiyan sub branch. On January 6, 2021, the company signed the four party supervision agreement on the storage of special account for raised funds with its wholly-owned subsidiary Shanying paper (Guangdong) Co., Ltd., Sihui branch of Agricultural Development Bank of China and Ping An Securities.
There is no significant difference between the three-party and four party regulatory agreement and the model three-party and four party regulatory agreement of Shanghai Stock Exchange. The company has strictly complied with the raised funds.
(II) actual funds raised from public issuance of convertible corporate bonds in 2019
After the funds raised from the public issuance of convertible corporate bonds are in place, the company manages and uses the raised funds in strict accordance with the provisions of the raised funds management system. The storage, use and management of the raised funds do not violate the provisions of the regulations and documents such as the Shanghai Stock Exchange listed companies self discipline supervision guidance No. 1 – standardized operation, as well as the company’s raised funds management system and other systems.
On December 19, 2019, the company signed the tripartite supervision agreement on the storage of special account for raised funds with the sponsor Ping An Securities and Ma’anshan Xingfu road sub branch of Huishang Bank Co., Ltd; On December 19, 2019, the company, its wholly-owned subsidiary Shanying Huazhong Paper Co., Ltd., and the sponsor Ping An Securities signed the four party supervision agreement on the storage of special account for raised funds with the public security branch of Bank of Hubei Co., Ltd; On December 19, 2019, the company, aituo environmental protection energy (Zhejiang) Co., Ltd., a wholly-owned subsidiary indirectly controlled by the company, and Ping An Securities, a sponsor, signed the four party supervision agreement on the storage of special account for raised funds with Bank Of China Limited(601988) Haiyan sub branch and Industrial And Commercial Bank Of China Limited(601398) Haiyan sub branch.
On July 21, 2020, the company signed the supplementary agreement to the tripartite supervision agreement on the storage of special raised funds account with the sponsor Ping An Securities and Ma’anshan Xingfu road sub branch of Huishang Bank Co., Ltd. on the basis of the original tripartite supervision agreement on the storage of special raised funds account; The company signed the four party supervision agreement on the storage of raised funds with its wholly-owned subsidiary Zhejiang Shanying Paper Co., Ltd., the sponsor Ping An Securities and Bank Of China Limited(601988) Haiyan sub branch. Before the change of the investment project of the raised funds, the tripartite supervision agreement on the storage of the special account for raised funds signed by the company, the sponsor and the deposit bank on December 19, 2019 is still valid.
There is no significant difference between the three-party and four party regulatory agreement and the model three-party and four party regulatory agreement of Shanghai Stock Exchange. The company has strictly complied with the raised funds.
(III) deposit of raised funds as of December 31, 2021
As of December 31, 2021, the storage of raised funds is as follows:
Monetary unit: RMB 10000
Year of raising bank name bank account No. December 31, 2021 remark balance
Huishang Bank Co., Ltd. current deposit company, Ma’anshan Xingfu road 520741591021 Shenzhen Kaifa Technology Co.Ltd(000021) 192.00
Sub branch
Public Bank Of China Limited(601988) Co., Ltd. 35587547302315.33 current deposit 2018 Haiyan sub branch of the company
Issue convertible Bank Of China Limited(601988) Co., Ltd
Corporate bond raising company public security sub branch 559975518012 – cancelled fund collection Bank Of China Limited(601988) Co., Ltd
Company Haiyan sub branch 363677716122 – cancelled
Agricultural Development Bank of China 203441284001 China Vanke Co.Ltd(000002) 39801 – current deposit Sihui City sub branch
Huishang Bank Co., Ltd. current deposit company, section 2.43, Xingfu Road, Ma’anshan 520741591081 Shenzhen Textile (Holdings) Co.Ltd(000045)
Sub branch
Hubei Bank Co., Ltd
