Citic Securities Company Limited(600030)
About Guangdong Enpack Packaging Co.Ltd(002846)
Special verification report on the deposit and use of raised funds in 2021
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 deposit and use of raised funds in Guangdong Enpack Packaging Co.Ltd(002846) 2021. The details are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
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) amount of raised funds used in previous years
As of December 31, 2021, the company’s raised funds account has accumulated 20281879315 yuan of raised funds, including 16178352533 yuan of self raised funds that have been invested in the raised funds investment projects in advance and 4103526782 yuan of direct investment in the raised funds projects.
1. Use of raised funds in this year: as of December 31, 2021, the total amount of decrease in the fund-raising account of the company’s public issuance of convertible bonds in 2021 was 64.36 yuan. The specific situation is that the net amount of interest income deducting handling charges in the fund-raising account in this year is 64.36 yuan.
2. Balance: as of December 31, 2021, the balance of raised funds deposited in the special account for raised funds was RMB 5780245.
2、 Deposit and management of raised funds
(I) management of raised funds
In order to standardize the management of the company’s raised funds, improve the use efficiency of the raised funds and effectively protect the interests of the majority of investors, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures for initial public offering and listing, the stock listing rules of Shenzhen Stock Exchange, the administrative measures for securities issuance of listed companies, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other laws and regulations, as well as the articles of association, and in combination with the actual situation of the company, Formulated the management system of Guangdong Enpack Packaging Co.Ltd(002846) raised funds (hereinafter referred to as the “management system”). The management system was reviewed and adopted at the second meeting of the second board of directors of the company, and reviewed and revised at the fourth meeting of the third board of directors of the company.
1. Public issuance of convertible corporate bonds
The company held the 28th meeting of the second board of directors and the 23rd Meeting of the second board of supervisors on October 16, 2019, and deliberated and adopted the proposal on the company opening a special account for raising funds through public issuance of convertible corporate bonds and signing the supervision agreement for raising funds. In accordance with the requirements of the management system and in combination with the business needs of the company, the company and Shantou YINGLIAN Metal Technology Co., Ltd. (hereinafter referred to as “Shantou Yinglian”), the wholly-owned subsidiary of the intelligent production base construction project invested by the funds raised from the issuance of convertible bonds, have opened special accounts for raised funds in Industrial And Commercial Bank Of China Limited(601398) Shantou DAHAO sub branch and China Minsheng Banking Corp.Ltd(600016) Shantou branch according to the actual use and regulatory needs, On November 11, 2019, it signed the tripartite supervision agreement on raised funds with the recommendation institution Changjiang and the above deposit bank respectively. There is no significant difference between the contents of the above regulatory agreement and the model regulatory agreement of Shenzhen Stock Exchange, and the company has strictly complied with the raised funds.
For details, please refer to the company’s designated information disclosure media securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN) on February 24, 2017, October 13, 2018, December 12, 2018 and November 12, 2019 respectively Relevant announcements of disclosure.
2. Re sign the agreement after the non-public offering of shares changes the sponsor
The company hired Citic Securities Company Limited(600030) as the sponsor of the company’s non-public offering of a shares. The unfinished continuous supervision of the company by the original sponsor Changjiang sponsor will be undertaken by Citic Securities Company Limited(600030) . The Company re signed the tripartite supervision agreement on raised funds with the sponsor Citic Securities Company Limited(600030) and the deposit bank of funds raised by initial public offering Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. Shantou DAHAO sub branch, China Minsheng Banking Corp.Ltd(600016) Shantou branch and the deposit bank of funds raised by public offering of convertible corporate bonds China Minsheng Banking Corp.Ltd(600016) Shantou branch; Shantou Yinglian, the company and its wholly-owned subsidiary, re signed the four party supervision agreement on raised funds with CITIC Securities, the sponsor, and Industrial And Commercial Bank Of China Limited(601398) Shantou DAHAO sub branch, the deposit bank of funds raised by public issuance of convertible bonds. There is no significant difference between the contents of the above regulatory agreement and the model regulatory agreement of Shenzhen Stock Exchange, and the company has strictly complied with the raised funds. For details, please refer to securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) on June 23, 2020 Relevant announcements of disclosure.
(II) storage of raised funds in special account
As of December 31, 2021, the specific deposit of raised funds is as follows:
Monetary unit: RMB
Bank deposit method (initial deposit date) (note)
China Industrial And Commercial Bank Of China Limited(601398) Shantou DAHAO sub branch 2 Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 12900807284246603774309919 current account
China China Minsheng Banking Corp.Ltd(600016) Shantou branch 631514892111313396231470294 current account
China Industrial And Commercial Bank Of China Limited(601398) Shantou DAHAO sub branch 2 Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 12900808529144000000 0.32 current account
Total 207000 Shenzhen Fountain Corporation(000005) 780245
Note: the initial deposit amount includes the issuance fee of 424660377 yuan that has not been deducted.
3、 Actual use of raised funds this year
(I) comparison table of use of raised funds
The actual use of the company’s raised funds in 2021 is detailed in Schedule 1 comparison table of the use of funds raised by public issuance of convertible corporate bonds.
(II) reasons and conditions for the inability to calculate the benefits of investment projects with raised funds separately
The company does not have the situation that the benefits of investment projects with raised funds cannot be calculated separately this year.
(III) changes in the place and mode of implementation of the project invested with raised funds
The company has not changed the implementation location and implementation mode of the investment projects with raised funds this year. (IV) advance investment and replacement of investment projects with raised funds
On November 13, 2019, the 29th meeting of the second board of directors of the company passed the proposal on using the raised funds to replace the self raised funds invested in the raised investment projects in advance. The company replaced the self raised funds invested in the raised investment projects in advance with the raised funds of 16178352533 yuan as of November 13, 2019. The replacement time of the raised funds is less than 6 months from the arrival time of the raised funds.
(V) temporary replenishment of working capital with idle raised funds
The company did not use the funds raised from the public issuance of convertible bonds this year to temporarily supplement the working capital.
(VI) use of surplus raised funds
The company does not use the surplus funds of the raised funds investment projects for other raised funds investment projects or non raised funds investment projects.
(VII) use of over raised funds
The company does not use over raised funds.
(VIII) purpose and destination of unused raised funds
The remaining unused raised funds are still deposited in the special account for raised funds.
(IX) other information about the use of raised funds
The company held the 29th meeting of the second board of directors and the 24th Meeting of the second board of supervisors on November 13, 2019, deliberated and approved the proposal on using the raised funds to provide entrusted loans to wholly-owned subsidiaries, and agreed that the company would use the 91.44 million yuan raised by public issuance of convertible bonds to provide entrusted loans to Shantou Yinglian, a wholly-owned subsidiary, for the construction of intelligent production base of the convertible bond raised investment project, The loan term is 2 years and the annual interest rate is 6.50%.
4、 Change the use of funds of raised investment projects
During the reporting period, the company did not change the use of funds for investment projects with raised funds.
5、 Problems in the use and disclosure of raised funds
The relevant information disclosed by the company is not disclosed in a timely, true, accurate and complete manner, and there are no violations in the storage, use, management and disclosure of raised funds.
6、 Assurance opinions of Accountants on the annual deposit and use report of raised funds
ShineWing Certified Public Accountants (special general partnership) issued the assurance report on the deposit and use of raised funds in Guangdong Enpack Packaging Co.Ltd(002846) 2021 for the deposit and use of raised funds in 2021, and believed that the special report on raised funds of the company had been prepared in accordance with the relevant provisions of Shenzhen Stock Exchange, which truthfully reflected the actual deposit and use of raised funds of the company in 2021 in all major aspects.
7、 Verification of recommendation institutions
The sponsor representative checked the deposit and use of Guangdong Enpack Packaging Co.Ltd(002846) raised funds and the implementation of the investment project with raised funds through data review, interview and communication. It mainly includes: consulting the bank statement of the company’s raised funds, the standing book of raised funds, relevant reports of intermediaries, relevant announcements of the use of raised funds and other materials, and communicating with the company’s senior managers and other relevant personnel.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company strictly implements the special account storage system for raised funds and effectively implements the supervision agreement for raised funds. As of December 31, 2021, the specific use of the company’s raised funds is consistent with the disclosed situation, and there is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
Schedule 1:
Comparison table of use of funds raised by public issuance of convertible corporate bonds
Prepared by: Guangdong Enpack Packaging Co.Ltd(002846) 2021 unit: RMB 10000
Total amount of raised funds invested in the current year
2027534 total funds raised-
Total amount of raised funds with changed purposes during the reporting period-
The accumulated total amount of raised funds with changed purposes has been invested in the raised funds
