Special report of the board of directors on the annual deposit and actual use of the company’s raised funds in 2021
According to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2012] No. 44), the measures for the administration of corporate bond issuance and trading and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange issued by Shenzhen stock exchange The board of directors of Caissa Tosun Development Co.Ltd(000796) (hereinafter referred to as “the company” or “the company” or ” Caissa Tosun Development Co.Ltd(000796) “) prepared the special report of the board of directors on the annual deposit and actual use of the company’s raised funds as of December 31, 2021.
1、 Basic information of raised funds
(I) actual amount of raised funds and completion time of raising
Approved by the reply on approving HNA Caesar Tourism Group Co., Ltd. to publicly issue corporate bonds to qualified investors (zjxk [2017] No. 553) of China Securities Regulatory Commission, the company publicly issues corporate bonds with a face value of no more than 70 million yuan to qualified investors, It is issued to qualified investors (excluding purchasers prohibited by laws and regulations) who comply with the provisions of the measures for the administration of corporate bond issuance and trading and open a qualified A-share securities account in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The face value of each corporate bond is 100 yuan, which is issued at par value for a period of 5 years, with the option of adjusting the face rate and the option of investors’ resale at the end of the third year. The annual interest rate of the bond is 7.20%. The company completed the public offering of corporate bonds on June 16, 2017, with a total raised capital of RMB 70 million. After deducting 4.55 million yuan of underwriting, Recommendation Commission and bond entrusted management fee from the total amount of the above-mentioned raised funds, the actual raised funds are 695.45 million yuan (hereinafter referred to as “raised funds”).
As of June 16, 2017, the issuance of the above corporate bonds and the transfer of the raised funds have been completed, and the raised funds have been verified by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) and issued a capital verification report of Zhonghuan Yanzi [2017] No. 170012.
(II) amount used in previous years, amount used in current period and current balance
As of December 31, 2017, the interest generated from the funds raised by the issuance of corporate bonds deposited in the bank after deducting the bank handling charges amounted to RMB 4243191, and the balance was RMB 4243191; In 2018, the interest income was 497.07 yuan, the handling fee expenditure was 301.00 yuan, and the balance was transferred out to supplement the working capital of 3252000 yuan. As of December 31, 2018, the account balance was 1010798 yuan; In 2019, the interest income was 26.77 yuan and the handling fee expenditure was 252000 yuan. As of December 31, 2019, the account balance was 761475 yuan; In 2020, it received 63724570000 yuan of bond exchange payment, 63724596158 yuan of bond payment, 917.91 yuan of interest income and 161.41 yuan of handling fee expenditure. As of December 31, 2020, the account balance was 810967 yuan.
As of December 31, 2021, the interest income was 24.69 yuan and the account balance was 813436 yuan.
2、 Management of raised funds
(I) formulation and implementation of raised funds management system
The company has complied with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies, the stock listing rules of Shenzhen Stock Exchange, the measures for the administration of funds raised by listed companies of Shenzhen Stock Exchange The measures for the administration of the use and deposit of raised funds have been formulated in accordance with the requirements of laws and regulations such as the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange.
According to the company’s raised funds management system, the company has opened a special bank account to store the raised funds. The company shall use the raised funds in accordance with the use plan of the raised funds promised in the issuance application documents. In case of any situation that seriously affects the normal operation of the use plan of the raised funds, the company shall timely report to Shenzhen Stock Exchange and make an announcement. When the company invests in projects, the capital expenditure must strictly comply with the approval procedures for the use of funds. The use of raised funds shall be proposed by the use department, and implemented level by level after being signed by the handler, project leader, financial leader, vice president and President, and notified to the Office of the board of directors. The use of the raised funds shall be subject to the daily supervision of the company’s internal audit department, which shall inspect the storage and use of the raised funds at least once a quarter and report the inspection results to the audit committee of the board of directors in a timely manner.
(II) deposit of raised funds in special account
According to China Securities Regulatory Commission’s “guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies”, “guidelines for the standardized operation of listed companies on the main board of Shenzhen Stock Exchange” and other laws and regulations, as well as the company’s “management system for the use of raised funds”, The company has opened a special account for the deposit of raised funds in the business department of Ping An Bank Co.Ltd(000001) Tianjin pilot Free Trade Zone Branch (Account No.: 150 Bengang Steel Plates Co.Ltd(000761) 53741). As of December 31, 2021, the balance of the special account for the deposit of raised funds is as follows:
Opening name opening bank account number closing balance (yuan) remarks
HNA Caesar tourism group Ping An Bank Co.Ltd(000001) Tianjin from 150 Bengang Steel Plates Co.Ltd(000761) 53741813436
Co., Ltd. consists of the business department of the branch of the pilot trade zone
Total 813436
(III) tripartite supervision of raised funds
The company opened a special bank account to store the raised funds, and signed the tripartite supervision agreement on accounts and funds with the business department of China Securities Co.Ltd(601066) , Ping An Bank Co.Ltd(000001) Tianjin pilot Free Trade Zone Branch in June 2017 to strictly approve the use of the raised funds to ensure the special use of the funds. There is no significant difference between the supervision agreement on raised funds and the tripartite supervision agreement on raised funds (model) of Shenzhen Stock Exchange, and there is no problem in the performance of the supervision agreement on raised funds.
3、 Actual use of raised funds this year
Comparison table of use of raised funds
Public issuance of corporate bonds in 2017 unit: RMB
Total amount of raised funds 700 million.00 total amount of raised funds invested in this year
The total amount of raised funds with changed purposes is not applicable
The total amount of 69545000000 raised funds has been invested accumulatively, and the proportion of the total amount of raised funds with changed purposes is not applicable
The accumulated items up to the end of the period that have been changed can reach the project, After adjustment of the investment commitments including raised funds, the investment commitment of the current year as of the end of the period, the cumulative investment amount as of the end of the period, and whether the investment progress reaches the expected feasibility of the current year is the total amount of promised investment in the part of the committed investment project, the total amount of promised investment amount, the investment amount and the committed investment (%) can be realized, and whether there is any change to the expected value (if (1) (2) the daily benefits of the difference status of the amount change significantly) (3) = (2) – (1) (4) = (2) / (1) periodization
Repayment to financial institutions not applicable 500000 Shenzhen Fountain Corporation(000005) 00000 Shenzhen Fountain Corporation(000005) 0000000000 not applicable 500000 Ping An Bank Co.Ltd(000001) 00.00 not applicable not applicable not applicable not applicable not applicable loan
Supplementary working capital not applicable 200000 China Vanke Co.Ltd(000002) 00000 China Vanke Co.Ltd(000002) 0000000000 not applicable 19548252000 – 451748000 97.74 not applicable not applicable not applicable not applicable not applicable
Total not applicable 700 million.00 700 million.00 700 million.00 not applicable 69548252000 – 451748000 99.35 not applicable not applicable not applicable not applicable not applicable not applicable
Reasons for not reaching the planned progress (by specific raised investment projects) are not applicable
The description of major changes in the feasibility of the project is not applicable
The advance investment and replacement of the investment projects with raised funds are not applicable
The temporary replenishment of working capital with idle raised funds is not applicable
It is not applicable to the management of idle funds raised
Permanent replenishment of working capital or repayment of bank loans with over raised funds is not applicable
The amount of the balance of raised funds and the reasons for its formation. The interest generated from bank deposits deducting the bank handling charges and the payment of bond cashing is 261.58 yuan
Other uses of raised funds are not applicable
4、 Change the use of funds of raised investment projects
1. During the reporting period, the company did not change the investment projects of raised funds.
2. During the reporting period, the company did not transfer or replace the investment projects with raised funds.
5、 Problems in the use and disclosure of raised funds
1. During the reporting period, the company carried out special account storage and special use of the raised funds in strict accordance with the management measures for the use of raised funds and the tripartite supervision agreement on accounts and funds. There was no information about the use of raised funds disclosed by the company that was not disclosed in a timely, true, accurate and complete manner.
2. There are no violations in the deposit, use, management and disclosure of the company’s raised funds.
The board of directors of the company guarantees that the contents of the above report are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Caissa Tosun Development Co.Ltd(000796) board of directors April 30, 2022
