Citic Securities Company Limited(600030)
About Guangdong Enpack Packaging Co.Ltd(002846)
Verification opinions on adjusting the implementation progress of some raised investment projects
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “recommendation institution”) serves as the continuous supervision recommendation institution for Guangdong Enpack Packaging Co.Ltd(002846) (hereinafter referred to as ” Guangdong Enpack Packaging Co.Ltd(002846) ” or “company”) to publicly issue convertible corporate bonds, According to the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen 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, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business And other relevant laws, regulations and normative documents, and checked the matters of Guangdong Enpack Packaging Co.Ltd(002846) adjusting the implementation progress of some raised investment projects. The details are as follows:
1、 Basic information of raised funds
(I) availability of funds raised by public issuance of convertible corporate bonds
With the approval of the document “zjxk [2019] No. 1318” of China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, the company was publicly issued 2.14 million convertible corporate bonds (hereinafter referred to as “convertible bonds”) by the lead underwriter Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (hereinafter referred to as “Changjiang recommendation”) on October 21, 2019, with a face value of 100 yuan and an issue price of 100 yuan each. The term is 6 years. The total amount of funds raised is RMB 21400000000. After deducting the expenses related to the issuance, the total amount is RMB 1124660377, and the net amount of funds raised is RMB 20275339623.
As of October 25, 2019, all the above raised funds have arrived at the company and entered into the account, which has been verified and confirmed by Lixin Certified Public Accountants (special general partnership) in the verification report (xksbz [2019] No. zi410680).
(II) progress in the use of funds raised by public issuance of convertible corporate bonds
As of December 31, 2021, the use of funds raised by the company’s public issuance of convertible corporate bonds is as follows:
Unit: RMB 10000
The total investment of the project is planned to raise funds
No. project name investment amount cumulative investment amount
(as of December 31, 2021)
1 acquisition of 76.60% of Grand Slam packaging 1225 China Northern Rare Earth (Group) High-Tech Co.Ltd(600111) 31341113134
stock right
2. Construction of intelligent production base – Tu 2191500914400915054
Construction project
3 total 34171 Focus Media Information Technology Co.Ltd(002027) 5342028188
Note: as of December 31, 2021, the raised capital invested in the intelligent production base construction civil engineering project is 915054 million yuan, which is higher than the promised investment amount of 91.44 million yuan. The investment amount exceeding the commitment is the interest income generated from the deposit of the raised capital account.
(III) balance of raised funds account
As of December 31, 2021, the balance of raised funds deposited in the special account for raised funds was RMB 5780245.
2、 The specific conditions of the implementation progress of some raised investment projects are adjusted this time
(I) implementation progress of raised investment projects adjusted this time
This time, it is proposed to adjust the “date of reaching the scheduled usable state” project as the construction of intelligent production base – civil engineering project. The planned construction scope includes plant, office building, dormitory building and others. As of the date of issuance of this verification opinion, the completion acceptance of the production plant and dormitory building of the project has been completed, and the construction of the main works of the office building has been completed and is still in the stage of internal decoration. The fund-raising investment of the project has been completed.
(II) adjustment and reasons of the “date of reaching the expected usable state” of the raised investment project
According to the above project implementation plan and in combination with the handling time of completion acceptance and other relevant procedures after the final completion of the project, after careful consideration, it is proposed to adjust the “date when the above project reaches the expected usable state” to October 2022.
3、 The impact of the implementation schedule adjustment of the raised investment project on the company
The adjustment of the investment progress of the company’s raised investment project is a prudent decision made by the company according to the actual situation of the project. It has not changed the content, total investment, implementation subject and location of the project construction, and there is no change or disguised change of the investment direction of the raised funds and other situations that damage the interests of shareholders. The company will make full use of existing resources to accelerate project construction. The implementation progress adjustment of the company’s raised investment project is in line with the actual situation and will not have an adverse impact on the company’s current normal production and operation.
4、 Approval procedures to be performed
(I) deliberations of the board of directors
The company held the 20th meeting of the third board of directors on April 23, 2022, and deliberated and adopted the proposal on adjusting the implementation progress of some raised investment projects. The board of directors of the company believes that the adjustment of the implementation progress of the raised capital investment projects does not belong to the substantive change of the raised capital investment projects, and the investment direction of the relevant raised capital investment projects remains unchanged. This adjustment will not have a substantive impact on the implementation of the relevant raised capital investment projects. (II) opinions of independent directors
After review, the independent directors of the company believe that the adjustment of the implementation progress of the investment project with raised funds will not change the investment direction of the raised funds and the substantive content of the project implementation, affect the implementation of relevant investment projects with raised funds, and there is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders. When the board of directors of the company deliberated on this matter, the deliberation procedure was legal and effective. The independent directors agree that the company will adjust the implementation progress of the investment project funded by the public issuance of convertible corporate bonds.
(III) deliberation of the board of supervisors
The company held the 19th meeting of the third board of supervisors on April 23, 2022, and deliberated and adopted the proposal on adjusting the implementation progress of some raised investment projects.
After review, the board of supervisors of the company believes that the implementation progress adjustment of the raised investment project is a prudent decision made by the company according to the actual situation of the project. Without adjusting the total investment and construction scale of the project, the normal production and operation of the company will not be affected. There is no change or disguised change in the investment direction of the raised funds and other situations that damage the interests of shareholders, which is in line with the requirements of the CSRC According to the relevant provisions of Shenzhen Stock Exchange on the use of raised funds of listed companies and the relevant internal provisions of the company, such as the articles of association, the management system of raised funds and so on, the board of supervisors agreed that the company should adjust the implementation progress of raised investment projects.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the adjustment of the implementation progress of some raised investment projects is a prudent decision made according to the actual implementation of the project, which will not have a significant adverse impact on the normal operation of the company, and there is no change or disguised change of the investment direction of raised funds and other situations that damage the interests of shareholders. The company has fulfilled the necessary decision-making procedures for adjusting the implementation progress of some raised investment projects this time, which is in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the use of raised funds of listed companies, the articles of association, the management system of raised funds and other relevant internal regulations of the company.
The recommendation institution has no objection to the company’s adjustment of the implementation progress of some raised investment projects this time.
(no text below)
(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) opinions on Guangdong Enpack Packaging Co.Ltd(002846) adjusting the implementation progress of some raised investment projects) sponsor representative:
Dai Wuqi, Shi Songxiang
Citic Securities Company Limited(600030) mm / DD / yyyy
