China Securities Co.Ltd(601066)
Verification opinions on Guangzhou Development Group Incorporated(600098) using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “recommendation institution”) as a continuous supervision recommendation institution for Guangzhou Development Group Incorporated(600098) (hereinafter referred to as ” Guangzhou Development Group Incorporated(600098) ” or “company”) non-public offering of shares, according to the administrative measures for recommendation business of securities issuance and listing Regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), stock listing rules of Shanghai Stock Exchange (revised in December 2020) The self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the guidelines for continuous supervision of listed companies of Shanghai Stock Exchange have verified the company’s use of raised funds to replace self raised funds invested in advance. The details are 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, the funds raised from this non-public offering are deducted
The issuance fee will be fully used for the following items:
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 source station 155195.00 65000.00
Supporting pipeline project of Guangzhou LNG emergency peak shaving gas source station (peak shaving 22651.15 21000.00)
Gas source station huanggemen station section) project
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
Energy management model of roof photovoltaic contract of GAC Toyota production line 4 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
Continuous construction of the third production line of GAC Toyota Motor Co., Ltd. 4980.00 4500.00
Photovoltaic project
Repayment of bank loans 69000.00 69000.00
Total 1080591.98 562660.00
As the net amount of funds actually raised from this non-public offering of shares was RMB 5238.2995 million, less than
The investment amount of the raised funds to be used is 5626.6 million yuan. According to the actual net amount of raised funds, combined with
The company plans to adjust the investment amount of the raised funds used in the 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:
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
New energy GAC Toyota fourth production line roof photovoltaic contract energy management mode 11294.00 10000.00 10000.00 service 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 V project for 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 in the investment project with the raised funds in advance.
root
According to the Guangzhou Development Group Incorporated(600098) on replacing pre investment with raised funds issued by Lixin certified public accountants
Assurance report on self raised funds of projects invested with raised funds and paid issuance expenses (Xin Hui Shi Bao Zi [2022] No
Zc10003 (hereinafter referred to as “special assurance report”), as of December 31, 2021, the company
The actual investment amount of self raised funds invested in the raised funds projects in advance totaled 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 is invested first
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 21000.00 57.02 57.02)
Gas 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 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 the third production line of GAC Toyota Motor Co., Ltd. 4500.00 2455.53 2455.53
Photovoltaic project
Energy management model of roof photovoltaic contract of GAC Toyota production line 4 10000.00 2876.48 2876.48
Open service items
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 paid the total issuance expenses (excluding tax) with self raised funds
1756400 yuan, and it is proposed to use the raised funds of 1756400 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 1024344400 invested in the raised investment projects in advance
The self raised fund of RMB 1756400 and the paid issuance expenses (excluding tax) is RMB 10261008 in total
Ten thousand 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 comply with the measures for the administration of securities issuance and listing recommendation business and the guidelines for the supervision of 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 management system for raised funds do not conflict with the implementation plan of the investment project with raised funds. This replacement does not change the purpose of raised funds and damage shareholders in a disguised manner
