Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
As of March 31, 2022
Verification report on the use of the previously raised funds
Index page number
Assurance Report
Report on the use of previously raised funds as of March 31, 2022 1-10
ShineWing certified public accountants, Chaoyang men North Street, Dongcheng District, Beijing Tel: + 86 (010) 65542288, 9 / F, block a, Fu Hua Manson,
ShineWing No.8, Chaoyangmen Beidajie, fax:
Dongcheng District, Beijing, +86(01065547190 certified public accountants 100027, P.R.China facsimile: +86(01065547190
Verification report on the use of the previously raised funds
XYZH/2022JNAA30478
Shandong Hi-Speed Road&Bridge Co.Ltd(000498) all shareholders:
We are grateful to the attached Shandong Hi-Speed Road&Bridge Co.Ltd(000498) (hereinafter referred to as ” Shandong Hi-Speed Road&Bridge Co.Ltd(000498) “) board of directors for
Special report on the use of the raised funds up to March 31, 2022 (hereinafter referred to as the use of the previously raised funds)
The situation report) carried out the assurance work.
Shandong Hi-Speed Road&Bridge Co.Ltd(000498) the management is responsible for preparing the report on the use of the previously raised funds in accordance with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange. This responsibility includes designing, implementing and maintaining the internal control related to the preparation of the report on the use of the previously raised funds, ensuring that the report on the use of the previously raised funds is true, accurate and complete, and there is no material misstatement caused by fraud or error. Our responsibility is to express assurance opinions on the use report of the previously raised funds on the basis of the implementation of assurance work.
We audit or review historical financial information in accordance with the standards for other assurance business of Chinese certified public accountants No. 3101 – historical financial information
The assurance work is carried out in accordance with the provisions of “external assurance business”, so as to obtain reasonable assurance whether there is no material misstatement in the report on the use of the previously raised funds. In the process of carrying out the assurance work, we have implemented the necessary assurance procedures such as inquiry, inspection and recalculation, and the selected procedures depend on our professional judgment. We believe that our assurance work provides a reasonable basis for expressing opinions.
We believe that Shandong Hi-Speed Road&Bridge Co.Ltd(000498) the above-mentioned report on the use of the previously raised funds has been prepared in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and truthfully reflects the use of the previously raised funds of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) as of March 31, 2022 in all major aspects.
This assurance report is only for the purpose of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) applying to the China Securities Regulatory Commission for public issuance of convertible corporate bonds. It shall not be used for any other purpose without the written consent of this firm. ShineWing Certified Public Accountants (special general partnership) Chinese certified public accountant:
Beijing, China Certified Public Accountant:
May 20, 2002
Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
As of March 31, 2022
Report on the use of previously raised funds
Shandong Hi-Speed Road&Bridge Co.Ltd(000498) (hereinafter referred to as the company or the company) the board of directors in accordance with the measures for the administration of securities issuance of listed companies (Order No. 163 of the CSRC) and the provisions on the report on the use of previously raised funds (zjfz [2007] No. 500) issued by the China Securities Regulatory Commission, Prepared the report on the use of the RMB common stock funds raised by the company in October 2020 as of March 31, 2022 (hereinafter referred to as the report on the use of the previously raised funds). The board of directors of the company guarantees that the contents of the report on the use of the previously raised funds are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Information on the funds raised last time (I) amount of funds raised last time and time of arrival
1. Issuance of shares and purchase of assets
On September 18, 2020, the company received the reply on approving Shandong Hi-Speed Road&Bridge Co.Ltd(000498) to issue shares to purchase assets and raise supporting funds from Shandong railway development fund Co., Ltd. (zjxk [2020] No. 2220) issued by China Securities Regulatory Commission. The company issued 200551804 shares to Shandong railway development fund Co., Ltd. (hereinafter referred to as “Tiefa fund”) at a price of RMB 4.66/share Issue Sineng Electric Co.Ltd(300827) 70 shares to Everbright Jinou Asset Management Co., Ltd. (hereinafter referred to as “Everbright Jinou”) to purchase 17.11% equity of Shandong Road and Bridge Group Co., Ltd. (hereinafter referred to as “road and Bridge Group”). On September 23, 2020, the equity transfer procedures of Luqiao group have been completed, and the company has held all the equity of Luqiao group.
ShineWing Certified Public Accountants (special general partnership) verified the capital of the purchase of assets by issuing shares and issued xyzh / 2020jna30785 capital verification report. As of September 23, 2020, the company has received the newly increased registered capital of 23063457400 yuan from China Railway Development Fund and Everbright Jinou with 17.11% equity of road and Bridge group held by them, and the changed registered capital is 135077363700 yuan, The accumulated share capital is 135077363700 yuan.
2. Raise supporting funds
In addition to the non-public issuance of shares, the company is not allowed to issue more than RMB 1 billion of supporting assets. The company paid RMB 4.85 per share to Shandong Hi-Speed Company Limited(600350) Group Co., Ltd. Shandong Hi-Speed Company Limited(600350) Investment Holding Co., Ltd
China Life Insurance Company Limited(601628) Asset Management Co., Ltd. (pipe2020), Sichuan Jiaotou Innovation Investment Development Co., Ltd. and Hongta Securities Co., Ltd. issued 206185566 ordinary shares in RMB as the supporting funds for the purchase of assets by issuing shares.
As of October 30, 2020, the company has received the total amount of funds raised from this non-public offering of RMB 9999999510. After deducting the underwriting fee, the actual amount of funds raised is RMB 98874999510, which has been remitted by the underwriter Zhongtai Securities Co.Ltd(600918) to the RMB account opened by the company at China Merchants Bank Co.Ltd(600036) Jinan sunshine new road sub branch with an account number of 122904784910919 on October 30, 2020. The total amount of the above-mentioned raised funds is RMB 999999999510. After deducting the issuance expenses related to the issuance of shares of RMB 1827358491 (excluding tax), the net amount of the raised funds is RMB 98172641019.
On October 31, 2020, ShineWing Certified Public Accountants (special general partnership) issued the capital verification report (xyzh / 2020jnaa30007): after verification, as of October 30, 2020, the company had received the total amount of funds raised in this non-public offering of RMB 9999999510. After deducting the issuance expenses excluding tax, the actual net amount of funds raised was RMB 98172641019.
(II) storage of previously raised funds
1. Accumulated use amount and balance of previously raised funds
As of March 31, 2022, the cumulative use of the company’s raised funds is as follows:
Unit: RMB
Project amount
Net proceeds 98874999510
Plus: interest income 388124255
Plus: basic account transfer in fee 100000
Less: 92764999510 accumulated funds used for projects invested with raised funds
Including: 2 Sichuan Xun You Network Technology Co.Ltd(300467) 9669 yuan of early replacement funds
Less: 760532596 yuan for bank charges and financial consulting fees
Plus: the raised funds have been replaced and the amount not transferred out is 100.00
As of March 31, 2022, the balance was 5737701659
2. Storage of funds raised in the previous special account
In order to standardize the use and management of raised funds and protect the legitimate rights and interests of investors, according to Article 2 of the guidelines for the supervision of listed companies
No. – regulatory requirements for the management and use of the raised funds of listed companies
Referring to the measures for the administration of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) raised funds and other relevant provisions, the ninth board of directors of the company
The fourth meeting of the board of directors deliberated and approved that the company and its subsidiaries Shandong Road and Bridge Group Co., Ltd. and Hubei Taigao Engineering Construction Co., Ltd
Set up Management Co., Ltd. and Shandong lugao road and Bridge Urban Construction Co., Ltd. in China Merchants Bank Co.Ltd(600036) Jinan sunshine new road
Sub branch, Jinan Branch of Hengfeng Bank Co., Ltd. China Construction Bank Corporation(601939) Jinan overpass sub branch and China
Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. Jinan Longao sub branch has set up a special account for raised funds (hereinafter referred to as “special account for raised funds”)
In November 2020, the bank signed the raising agreement with Zhongtai Securities Co.Ltd(600918) and the above four deposit banks
The tripartite supervision agreement on fund-raising defines the rights and obligations of all parties. Tripartite supervision agreement and tripartite supervision of Shenzhen Stock Exchange
There is no significant difference in the model management agreement, and the company has strictly complied with the use of the raised funds to facilitate the raising of funds
The management and use of the fund and the supervision of its use shall be carried out to ensure that the special fund is used for a specific purpose.
As of March 31, 2022, the storage of the company’s raised funds is listed as follows:
Unit: RMB
October 30, 2020
Name of deposit bank bank account No. date closing balance remarks initial deposit amount
China Merchants Bank Co.Ltd(600036) 1229047849109199887499951091852162 (Note 1) demand deposit Jinan Yangguang new road sub branch
Hengfeng Bank Co., Ltd. 85311001012230227327.17 (Note 2) demand deposit Jinan Branch 607
China China Construction Bank Corporation(601939) Co., Ltd. 37050161650800056,
