Stock abbreviation: Guangzhou Development Group Incorporated(600098) Stock Code: 600098 Lin No. 2022-011 corporate bond abbreviation: G17 development 1 corporate bond Code: 127616
Corporate bond abbreviation: 21 suifa 01, 21 suifa 02 corporate bond Code: 188103, 188281 Guangzhou Development Group Incorporated(600098)
Announcement on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Guangzhou Development Group Incorporated(600098) (hereinafter referred to as ” Guangzhou Development Group Incorporated(600098) ” and “the company”) held the 40th meeting of the 8th board of directors and the 22nd Meeting of the 8th board of supervisors on January 19, 2022, deliberated and adopted the proposal on replacing the company’s self raised funds in advance with the funds raised by non-public issuance of a shares, It is agreed that the company will use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the self raised funds paid for the issuance expenses of RMB 1026100800. The details are hereby announced as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Guangzhou Development Group Incorporated(600098) non-public development of shares (zjxk [2021] No. 3475) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company privately issued 817858967 A shares at an issue price of 6.43 yuan / share, 5258833157.81 yuan, After deducting various issuance expenses of RMB 20533646.19 (excluding value-added tax), the net amount of funds actually raised is RMB 5238299511.62. The net amount of the above raised funds has been in place on December 16, 2021. Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as “Lixin certified public accountants”) has verified the availability of funds raised from the non-public offering of A-Shares and issued the capital verification report (Xin Kuai Shi Bao Zi [2021] No. zc10485).
The company has deposited the raised funds in the special account for raised funds opened for this issuance. The company and its subsidiaries, Guangzhou Gas Group Co., Ltd., Guangzhou Development Group Incorporated(600098) liquefied natural gas Investment Co., Ltd., Yuehai (Panyu) petrochemical storage and Transportation Development Co., Ltd., Guangzhou Development Group Incorporated(600098) Electric Power Group Co., Ltd., Guangzhou Development Group Incorporated(600098) Baozhu energy station Co., Ltd., Guangzhou Development Group Incorporated(600098) new energy Co., Ltd., have cooperated with the sponsor The commercial banks that deposit the raised funds shall sign the tripartite supervision agreement on the raised funds to jointly supervise the use of the raised funds.
2、 Investment plan and replacement of the raised funds
(I) investment plan of the raised funds
According to the company’s plan for non-public development of A-Shares (Revised Version), the funds raised from this non-public offering of shares will be used for the following items after deducting the issuance expenses: unit: 10000 yuan
Category project name total investment amount invested in raised funds
Guangzhou LNG emergency peak shaving gas storage project 297335.50 170000.00
Supporting wharf project of Guangzhou LNG emergency peak shaving gas station 155195.00 65000.00 gas supporting pipeline project of Guangzhou LNG emergency peak shaving gas station (peak shaving 22651.15 21000.00 gas station huanggemen station section)
Phase IV adjustment project of Guangzhou natural gas utilization project 441996.33 172000.00
Comprehensive energy Guangzhou Development Group Incorporated(600098) Conghua pearl biomedical health industrial park natural gas 69058.00 43660.00 source service distributed energy station project
GAC Toyota fourth production line roof photovoltaic contract energy management model 11294.00 10000.00 new energy service project
Project: photovoltaic power generation project of Zhaoqing Xiaopeng New Energy Investment Co., Ltd. 9082.00 7500.00 distributed 4980.00 4500.00 photovoltaic project of the third production line of GAC Toyota Motor Co., Ltd
Repayment of bank loans 69000.00 69000.00
Total 1080591.98 562660.00
As the net amount of funds actually raised from the non-public offering of shares is RMB 5238299500, which is less than the investment amount of the proposed raised funds
5626.6 million yuan. According to the actual net amount of raised funds, combined with the investment of raised funds
The company plans to use the raised funds for investment projects with raised funds
After adjustment, the details of the investment amount of the raised funds to be used for each project are as follows:
Below:
Unit: 10000 yuan
Category project name: total investment amount the amount of funds to be invested after the adjustment of raised funds in the plan
Guangzhou LNG emergency peak shaving gas storage project 297335.50 170000.00 170000.00
Supporting wharf project of Guangzhou LNG emergency peak shaving gas source station 155195.00 65000.00 65000.00 gas supporting pipeline project of Guangzhou LNG emergency peak shaving gas source station (peak shaving gas 22651.15 21000.00 21000.00 source station huanggemen station section)
Phase IV adjustment project of Guangzhou natural gas utilization project 441996.33 172000.00 133169.95
Comprehensive energy Guangzhou Development Group Incorporated(600098) Conghua pearl biomedical health industrial park natural gas sub 69058.00 43660.00 43660.00 source service distributed energy station project
GAC Toyota fourth production line roof photovoltaic contract energy management mode 11294.00 10000.00 10000.00 new energy service project
Project: photovoltaic power generation project of Zhaoqing Xiaopeng New Energy Investment Co., Ltd. 9082.00 7500.00 7500.00 continuous construction of distributed light 4980.00 4500.00 4500.00 project of the third production line of GAC Toyota Motor Co., Ltd
Repayment of bank loans 69000.00 69000.00 69000.00
Total 1080591.98 562660.00 523829.95
(II) pre investment of raised investment projects with self raised funds and replacement arrangements
Before the raised funds are in place, the company has invested the raised funds in advance with self raised funds
Fund raising investment projects.
According to the Guangzhou Development Group Incorporated(600098) group share certificate issued by Lixin Certified Public Accountants
Opinions of the company on the use of raised funds to replace pre invested projects and
Assurance report on self raised funds for payment of issuance expenses (Xin Hui Shi Bao Zi [2022]
No. zc10003) (hereinafter referred to as “special assurance report”), as of 2021
As of December 31, 2014, the company invested the raised funds in advance with the self raised funds
The total actual investment amount is 1024344400 yuan. The details are as follows:
Unit: 10000 yuan
Project name proposed to use self raised funds for pre replacement
The total amount of funds shall be invested first to collect funds
Guangzhou LNG emergency peak shaving gas storage project 170000.00 28247.41 28247.41
Guangzhou LNG emergency peak shaving gas source station supporting wharf project 65000.00 14881.82 14881.82
Supporting pipeline project of Guangzhou LNG emergency peak shaving gas source station (peak shaving gas 21000.00 57.02 57.02)
Source station huanggemen station section) project
Phase IV adjustment project of Guangzhou natural gas utilization project 133169.95 38327.64 38327.64
Guangzhou Development Group Incorporated(600098) Conghua pearl biomedical health industrial park natural gas branch 43660.00 9173.64 9173.64 distributed energy station project
Photovoltaic power generation project of Zhaoqing Xiaopeng New Energy Investment Co., Ltd. 7500.00 6414.90 6414.90
Continuous construction of distributed light 4500.00 2455.53 2455.53 V project for the third production line of GAC Toyota Motor Co., Ltd
GAC Toyota fourth production line roof photovoltaic contract energy management mode 10000.00 2876.48 2876.48 service project
Repayment of bank loan 69000.00
Total 523829.95 102434.44 102434.44
(III) payment of issuance expenses with self raised funds and replacement arrangements
As of December 31, 2021, the company has paid a total of 1.7564 million yuan of issuance expenses (excluding tax) with self raised funds, and plans to use the raised funds of 1.7564 million yuan to replace the above pre paid issuance expenses.
Therefore, the company plans to use the raised funds to replace the self raised funds of 1024.3444 million yuan invested in the raised investment projects in advance and 1.7564 million yuan of the self raised funds paid for the issuance expenses (excluding tax), with a total replacement fund of 1026.1008 million yuan.
The replacement time of the company’s raised funds is less than 6 months from the arrival time of the raised funds, which meets the requirements of relevant laws and regulations. The company’s self raised funds invested in advance and paid issuance expenses are replaced with raised funds, which meet the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) The relevant provisions of the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the company’s raised fund management system do not conflict with the implementation plan of the raised fund investment project. This replacement does not change the purpose of the raised fund and damage the interests of shareholders in a disguised manner, and does not affect the normal progress of the raised fund investment project.
3、 Relevant approval procedures for the replacement of raised funds into self raised funds in advance
On January 19, 2022, the 40th meeting of the 8th board of directors and the 22nd Meeting of the 8th board of supervisors respectively deliberated and adopted the proposal on replacing the self raised funds invested by the company with the funds raised by non-public Development Bank A shares, and the independent directors of the company expressed their consent on this matter.
